<PAGE>

                                                                    EXHIBIT 10.1


                                                                  EXECUTION COPY

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


                        5-YEAR REVOLVING CREDIT AGREEMENT
                           Dated as of March 26, 2002

                                      among

                            THE TJX COMPANIES, INC.,

                                as the Borrower,

                    THE FINANCIAL INSTITUTIONS NAMED HEREIN,

                                 as the Lenders,

                                  BANK ONE, NA,

                            as Administrative Agent,

                              FLEET NATIONAL BANK,

                                       and

                              THE BANK OF NEW YORK,

                             as Syndication Agents,

                                       and

                  BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK
                             as Documentation Agents

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

                             FLEET SECURITIES, INC.

                                       and

                            BNY CAPITAL MARKETS, INC.
                   as Co-Lead Arrangers and Joint Book Runners

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

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                                TABLE OF CONTENTS

SECTION                                                                    PAGE
-------                                                                    ----

ARTICLE I  DEFINITIONS.......................................................1

     1.1   Certain Defined Terms.............................................1

ARTICLE II  THE CREDITS.....................................................18

     2.1   The Syndicated Loans.............................................18
     2.2   Repayment of the Syndicated Loans................................19
     2.3   Ratable Loans; Types of Syndicated Advances......................19
     2.4   Minimum Amount of Each Syndicated Advance........................19
     2.5   Optional Prepayments of Syndicated Loans.........................19
     2.6   Method of Selecting Types and Interest Periods for New
             Syndicated Advances............................................19
     2.7   Conversion and Continuation of Outstanding Syndicated Advances...20
     2.8   Payment of Interest on Syndicated Advances; Changes in Interest
             Rate...........................................................21
     2.9   Swing Line Loans.................................................21
     2.10  The Bid Rate Advances............................................23
     2.11  Facility Fee; Utilization Fee; Adjustments in Aggregate
             Commitment.....................................................26
     2.12  Rates Applicable After Default...................................27
     2.13  Method of Payment................................................28
     2.14  Evidence of Debt (Optional Notes); Telephonic Notices............28
     2.15  Notification of Advances, Interest Rates, Prepayments and
             Commitment Reductions..........................................29
     2.16  Lending Installations............................................29
     2.17  Non-Receipt of Funds by the Administrative Agent.................29
     2.18  Withholding Tax Exemption........................................30
     2.19  Termination......................................................30
     2.20  Letter of Credit Facility........................................30
     2.21  Pricing..........................................................35

ARTICLE III  CHANGE IN CIRCUMSTANCES........................................36

     3.1   Yield Protection.................................................36
     3.2   Changes in Capital Adequacy Regulations..........................37
     3.3   Availability of Types of Syndicated Advances.....................37
     3.4   Funding Indemnification..........................................37
     3.5   Mitigation; Lender Statements; Survival of Indemnity.............38

ARTICLE IV  CONDITIONS PRECEDENT............................................39

     4.1   Effectiveness; Initial Advance...................................39
     4.2   Each Advance and Letter of Credit................................40

ARTICLE V  REPRESENTATIONS AND WARRANTIES...................................40


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     5.1   Existence and Standing...........................................41
     5.2   Authorization and Validity.......................................41
     5.3   No Conflict; Government Consent..................................42
     5.4   Financial Statements.............................................42
     5.5   Material Adverse Change..........................................42
     5.6   Taxes............................................................42
     5.7   Litigation and Contingent Obligations............................42
     5.8   Subsidiaries.....................................................43
     5.9   ERISA............................................................43
     5.10  Accuracy of Information..........................................43
     5.11  Regulations T, U and X...........................................43
     5.12  Material Agreements..............................................43
     5.13  Compliance With Laws.............................................44
     5.14  Ownership of Property............................................44
     5.15  Labor Matters....................................................44
     5.16  Investment Company Act...........................................44
     5.17  Public Utility Holding Company Act...............................44
     5.18  Insurance........................................................44

ARTICLE VI  COVENANTS.......................................................45

     6.1   Financial Reporting..............................................45
     6.2   Use of Proceeds..................................................46
     6.3   Other Notices....................................................47
     6.4   Conduct of Business..............................................47
     6.5   Taxes............................................................47
     6.6   Insurance........................................................47
     6.7   Compliance with Laws.............................................47
     6.8   Maintenance of Properties........................................47
     6.9   Inspection.......................................................48
     6.10  Merger...........................................................48
     6.11  Sale of Assets...................................................48
     6.12  Affiliates.......................................................49
     6.13  Investments......................................................49
     6.14  Contingent Obligations...........................................50
     6.15  Liens............................................................51
     6.16  Maximum Leverage Ratio...........................................52
     6.17  Minimum Fixed Charge Coverage....................................53
     6.18  Acquisitions.....................................................53
     6.19  Rate Hedging Obligations.........................................53
     6.20  Material Subsidiaries............................................53
     6.21  Subsidiary Indebtedness..........................................53
     6.22  Subordination of Intercompany Indebtedness.......................54

ARTICLE VII  DEFAULTS.......................................................54

     7.1   Breach of Representation or Warranty.............................54


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     7.2   Payment Default..................................................54
     7.3   Breach of Certain Covenants......................................54
     7.4   Breach of Other Provisions.......................................54
     7.5   Default on Material Indebtedness.................................54
     7.6   Voluntary Insolvency Proceedings.................................55
     7.7   Involuntary Insolvency Proceedings...............................55
     7.8   Condemnation.....................................................55
     7.9   Judgments........................................................56
     7.10  ERISA Matters....................................................56
     7.11  Environmental Matters............................................56
     7.12  Change of Control................................................56
     7.13  Change of Subsidiary Ownership; Facility Guaranty or Loan
             Document Defaults..............................................56
     7.14  Off-Balance Sheet Liabilities....................................56

ARTICLE VIII  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES................57

     8.1   Acceleration.....................................................57
     8.2   Amendments.......................................................57
     8.3   Preservation of Rights...........................................58

ARTICLE IX  GENERAL PROVISIONS..............................................58

     9.1   Survival of Representations......................................58
     9.2   Governmental Regulation..........................................58
     9.3   Taxes; Stamp Duties..............................................58
     9.4   Headings.........................................................59
     9.5   Entire Agreement.................................................59
     9.6   Several Obligations; Benefits of this Agreement..................59
     9.7   Expenses; Indemnification........................................59
     9.8   Numbers of Documents.............................................61
     9.9   Accounting.......................................................61
     9.10  Severability of Provisions.......................................61
     9.11  Nonliability of Lenders..........................................62
     9.12  GOVERNING LAW....................................................62
     9.13  CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL..........62
     9.14  Confidentiality..................................................64
     9.15  Facility Guaranty Releases.......................................64

ARTICLE X  THE ADMINISTRATIVE AGENT.........................................65

     10.1  Appointment; Nature of Relationship..............................65
     10.2  Powers...........................................................65
     10.3  General Immunity.................................................65
     10.4  No Responsibility for Loans, Creditworthiness, Collateral,
             Recitals, Etc..................................................65
     10.5  Action on Instructions of Lenders................................66
     10.6  Employment of Agents and Counsel.................................66


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     10.7   Reliance on Documents; Counsel..................................66
     10.8   The Administrative Agent's Reimbursement and Indemnification....67
     10.9   Rights as a Lender..............................................67
     10.10  Lender Credit Decision..........................................67
     10.11  Successor Administrative Agent..................................68
     10.12  No Duties Imposed on Syndication Agents, Documentation Agents
              or Arrangers..................................................68
     10.13  Administrative Agent's Fee......................................68

ARTICLE XI  SETOFF; RATABLE PAYMENTS........................................69

     11.1   Setoff..........................................................69
     11.2   Ratable Payments................................................69
     11.3   Application of Payments.........................................69

ARTICLE XII  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS..............70

     12.1   Successors and Assigns..........................................70
     12.2   Participations..................................................71
     12.3   Assignments.....................................................71
     12.4   Designated Lenders..............................................72
     12.5   Dissemination of Information....................................73
     12.6   Tax Treatment...................................................73

ARTICLE XIII  NOTICES.......................................................74

     13.1   Giving Notice...................................................74
     13.2   Change of Address...............................................74

ARTICLE XIV  COUNTERPARTS...................................................74


                                       iv
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SCHEDULES
---------

Schedule 1     Commitments

Schedule 2.20  Issuing Lender's Maximum Amounts
Schedule 5.3   Governmental Authorizations
Schedule 5.6   Tax Liens
Schedule 5.7   Litigation
Schedule 5.8   Subsidiaries

Schedule 5.13  Environmental, Health or Safety Requirements of Law
Schedule 5.14  Liens and Encumbrances
Schedule 6.11  Asset Sales
Schedule 6.13  Investments
Schedule 6.14  Contingent Obligations
Schedule 6.21  Subsidiary Indebtedness
Schedule 6.22  Subordination Terms

EXHIBITS
--------

Exhibit A-1    Form of Syndicated Note (if requested)
Exhibit A-2    Form of Bid Rate Note (if requested)
Exhibit A-3    Form of Swing Line Note (if requested)
Exhibit B      Required Opinions
Exhibit C      Form of Compliance Certificate
Exhibit D      Form of Assignment Agreement
Exhibit E      Form of Loan/Credit Related Money Transfer Instruction
Exhibit F-1    Form of Syndicated Advance Borrowing Notice
Exhibit F-2    Form of Swing Line Borrowing Notice
Exhibit F-3    Form of Bid Rate Advance Borrowing Notice
Exhibit G      Form of Prepayment Notice
Exhibit H      Form of Conversion/Continuation Notice
Exhibit I      Form of Facility Guaranty
Exhibit J      Form of Designation Agreement


                                       v

<PAGE>

          THIS 5-YEAR REVOLVING CREDIT AGREEMENT, dated as of March 26, 2002, is
among THE TJX COMPANIES, INC., as the Borrower, THE FINANCIAL INSTITUTIONS NAMED
HEREIN, as the Lenders, BANK ONE, NA, having its principal place of business in
Chicago, Illinois, as the Administrative Agent, FLEET NATIONAL BANK and THE BANK
OF NEW YORK, as Syndication Agents, and BANK OF AMERICA, N.A. and JPMORGAN CHASE
BANK, as Documentation Agents. The parties hereto agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

          1.1 CERTAIN DEFINED TERMS. As used in this Agreement the following
terms shall have the following meanings, such meanings being equally applicable
to both the singular and plural forms of the terms defined:

          "ABSOLUTE RATE AUCTION" has the meaning specified in SECTION
2.10(b)(i).

          "ACCOUNTING CHANGES" has the meaning specified in SECTION 9.9.

          "ACQUISITION" means any transaction, or any series of related
transactions, by which the Borrower or any of its Subsidiaries (a) acquires any
going business or all or substantially all of the assets of any firm,
corporation or division thereof which constitutes a going business, whether
through purchase of assets, merger or otherwise or (b) directly or indirectly
acquires (in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the securities of a
corporation which have ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a
contingency), or a majority (by percentage or voting power) of the outstanding
partnership interests of a partnership or a majority (by percentage or voting
power) of the outstanding ownership interests of a limited liability company.

          "ADMINISTRATIVE AGENT" means Bank One in its capacity as contractual
representative for the Lenders pursuant to ARTICLE X, and not in its capacity as
a Lender, and any successor Administrative Agent appointed pursuant to
ARTICLE X.

          "ADVANCE" means a Syndicated Advance or a Bid Rate Advance.

          "AFFILIATE" of any Person means any other Person directly or
indirectly controlling, controlled by or under common control with such Person.
A Person shall be deemed to control another Person if the controlling Person
owns 20% or more of any class of voting securities (or other ownership
interests) of the controlled Person or possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies of the
controlled Person, whether through ownership of stock, by contract or otherwise;
PROVIDED THAT no individual shall be an Affiliate solely by reason of being, or
actions taken as, a director, officer or employee.

          "AGGREGATE COMMITMENT" means the aggregate of the Commitments of all
the Lenders, as adjusted from time to time pursuant to the terms hereof. The
initial Aggregate Commitment hereunder is Three Hundred Fifty Million Dollars
($350,000,000).


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<PAGE>

          "AGREEMENT" means this 5-Year Revolving Credit Agreement, as it may
from time to time be amended, restated, supplemented or otherwise modified.

          "AGREEMENT ACCOUNTING PRINCIPLES" means generally accepted accounting
principles as in effect in the United States from time to time; PROVIDED,
HOWEVER, that except as provided in SECTION 9.9, with respect to the calculation
of financial ratios set forth in SECTIONS 6.16 and 6.17 (and the defined terms
used in such Sections), "Agreement Accounting Principles" means generally
accepted accounting principles as in effect in the United States as of January
27, 2001 (as modified by Statement of Financial Accounting Standards (SFAS) Nos.
133, 141, 142, 143 and 144 and as otherwise applied in a manner consistent with
that used in preparing the financial statements of the Borrower referred to in
SECTION 5.4 hereof). An Affiliate of the Borrower which is consolidated with the
accounts of the Borrower in accordance with Agreement Accounting Principles
shall for all accounting and financial tests contained in this Agreement be
treated as a Subsidiary hereunder.

          "ALTERNATE BASE RATE" means, for any day, a rate of interest per annum
equal to the higher of (a) the Prime Rate for such day and (b) the sum of
Federal Funds Effective Rate for such day PLUS 0.50% per annum.

          "APPLICABLE FACILITY FEE RATE" means, from time to time, the
Applicable Facility Fee Rate set forth in SECTION 2.21.

          "APPLICABLE UTILIZATION FEE RATE" means, from time to time, the
Applicable Utilization Fee Rate set forth in SECTION 2.21.

          "ARRANGERS" means Fleet Securities, Inc. and BNY Capital Markets,
Inc., in their capacities as co-lead arrangers and joint book runners.

          "ARTICLE" means an article of this Agreement unless another document
is specifically referenced.

          "AUTHORIZED OFFICER" means any of the President, the Chief Executive
Officer, the Chief Financial Officer, the Chief Operating Officer, the
Controller or the Treasurer of the Borrower, acting singly.

          "BANK ONE" means Bank One, NA, having its principal place of business
in Chicago, Illinois, in its individual capacity, and its successors.

          "BID RATE ADVANCE" means a borrowing consisting of simultaneous Bid
Rate Loans to the Borrower from each of the Lenders whose offer to make a Bid
Rate Loan as part of such borrowing has been accepted by the Borrower under the
applicable auction bidding procedure described in SECTION 2.10.

          "BID RATE ADVANCE BORROWING NOTICE" has the meaning specified in
SECTION 2.10(b)(i).

          "BID RATE INTEREST PERIOD" means, (i) with respect to a Bid Rate
Advance priced based on the Eurodollar Base Rate, a period of one, two, three or
six months commencing on a


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Business Day selected by the Borrower pursuant to this Agreement and (ii) with
respect to a Bid Rate Advance priced at an absolute rate per annum, a period of
from one to 180 days commencing on a Business Day selected by the Borrower
pursuant to this Agreement.

          "BID RATE LOAN" means a loan by a Lender to the Borrower as part of a
Bid Rate Advance resulting from the applicable auction bidding procedure
described in SECTION 2.10.

          "BID RATE NOTE" means a promissory note of the Borrower payable to the
order of any Lender, in substantially the form of EXHIBIT A-2 hereto, evidencing
the indebtedness of the Borrower to such Lender resulting from the Bid Rate
Loans made by such Lender to the Borrower.

          "BID RATE REDUCTION" has the meaning specified in SECTION 2.1.

          "BNY" means The Bank of New York, in its individual capacity, and its
successors.

          "BORROWER" means The TJX Companies, Inc., a Delaware corporation, and
its successors and assigns.

          "BORROWING DATE" means a date on which an Advance or a Swing Line Loan
is made hereunder.

          "BORROWING NOTICE" means a Syndicated Advance Borrowing Notice, a
Swing Line Borrowing Notice or a Bid Rate Advance Borrowing Notice.

          "BUSINESS DAY" means (a) with respect to any borrowing, payment or
rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday)
on which banks generally are open in Chicago, Illinois, New York, New York and
London, England for the conduct of substantially all of their commercial lending
activities and (b) for all other purposes, a day (other than a Saturday or
Sunday) on which banks generally are open in Chicago, Illinois for the conduct
of substantially all of their commercial lending activities.

          "CAPITALIZED LEASE" of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

          "CAPITALIZED LEASE OBLIGATIONS" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

          "CHANGE" has the meaning specified in SECTION 3.2.

          "CHANGE IN CONTROL" means:

          (a)  the acquisition by any Person, or "group" (within the meaning of
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended)
of Persons acting in concert, of beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and


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Exchange Commission under the Securities Exchange Act of 1934, as amended),
directly or indirectly, of 50% or more of the outstanding shares of voting stock
of the Borrower; or

          (b)  during any period of twelve (12) consecutive calendar months,
individuals:

          (i)  who were directors of the Borrower on the first day of such
     period; or

          (ii) whose election or nomination for election to the board of
     directors of the Borrower was recommended or approved by at least a
     majority of the directors then still in office who were directors of the
     Borrower on the first day of such period, or whose election or nomination
     for election was so approved,

     shall cease to constitute a majority of the board of directors of the
     Borrower.

          "CHIEF FINANCIAL OFFICER" means, at any time, the Person who reports
to the board of directors of the Borrower on the financial affairs of the
Borrower and its Subsidiaries.

          "CODE" means the Internal Revenue Code of 1986, as amended, reformed
or otherwise modified from time to time.

          "COMBINED COMMITMENT" means the sum of (a) the Aggregate Commitment
hereunder and (b) (i) prior to the "Conversion Date" (as defined in the 364-Day
Credit Agreement), the "Aggregate Commitment" under and as defined in the
364-Day Credit Agreement and (ii) from and after the "Conversion Date" (as
defined in the 364-Day Credit Agreement), the aggregate principal amount of all
"Loans" under and as defined in the 364-Day Credit Agreement.

          "COMBINED UTILIZED AMOUNT" means (1) the sum of all Loans (whether
Syndicated Loans, Bid Rate Loans or Swing Line Loans) and L/C Obligations
hereunder, and (2) the aggregate principal amount of all "Loans" (whether
"Syndicated Loans" or "Bid Rate Loans") under and as defined in the 364-Day
Credit Agreement.

          "COMMITMENT" means, for each Lender, the obligation of such Lender to
make Syndicated Loans and to purchase participations in Letters of Credit and in
Swing Line Loans not exceeding, in the aggregate, the amount set forth opposite
its name on SCHEDULE 1 hereto or as set forth in any Notice of Assignment
relating to any assignment that has become effective pursuant to SECTION 12.3.2,
as such amount may be modified from time to time pursuant to the terms hereof.

          "CONDEMNATION" has the meaning specified in SECTION 7.8.

          "CONSOLIDATED FIXED CHARGES" for any period means, on a consolidated
basis for the Borrower and all of its Subsidiaries for such period, the sum of
(a) Consolidated Interest Expense (net of consolidated interest income) and (b)
all payments of Consolidated Rentals by


                                       4
<PAGE>

the Borrower or any of its Subsidiaries, all as determined in accordance with
Agreement Accounting Principles.

          "CONSOLIDATED INTEREST EXPENSE" means, for any period, the aggregate
amount of interest, including payments in the nature of interest under
Capitalized Lease Obligations and the discount or implied interest component of
Off-Balance Sheet Liabilities (but exclusive of payments in the nature of
interest with respect to the Borrower's Liquid Yield Option(TM) Notes due 2021
(Zero Coupon - Subordinated) issued by the Borrower on February 13, 2001), paid
in cash by the Borrower and its Subsidiaries on a consolidated basis in
accordance with Agreement Accounting Principles.

          "CONSOLIDATED NET INCOME" means, for any period, the consolidated net
income (or loss) of the Borrower and its Subsidiaries for such period determined
in accordance with Agreement Accounting Principles; PROVIDED, that there shall
be excluded from such amount (i) the income (or loss) of any Affiliate of the
Borrower or other Person (other than a Subsidiary of the Borrower) in which any
Person (other than the Borrower or any of its Subsidiaries) has a joint
interest, except to the extent of the amount of dividends or other distributions
actually paid to the Borrower or any of its Subsidiaries by such Affiliate or
other Person during such period and (ii) the income (or loss) of any Person
accrued prior to the date it becomes a Subsidiary of the Borrower or is merged
into or consolidated with the Borrower or any of its Subsidiaries or that
Person's assets are acquired by the Borrower or any of its Subsidiaries.

          "CONSOLIDATED NET WORTH" means, as of the date of any determination
thereof, the consolidated shareholders' equity of the Borrower and its
Subsidiaries determined in accordance with Agreement Accounting Principles.

          "CONSOLIDATED RENTALS" means, for any period, the aggregate rental
amounts payable by the Borrower and its Subsidiaries for such period under any
lease of Property having an original term (including any required renewals or
any renewals at the option of the lessor or lessee) of one year or more (but
does not include any amounts payable under Capitalized Leases), determined in
accordance with Agreement Accounting Principles; PROVIDED, HOWEVER, that there
shall be excluded from such calculation rentals in respect of discontinued
operations and other store closings reflected in the Borrower's consolidated
financial statements (or the footnotes thereto) to the extent such rentals
relate to operations for which a charge has been taken and/or reserve
established in accordance with Agreement Accounting Principles and which do not
exceed the amount of such charge and/or reserve, the amount of which charge
and/or reserve has been established consistent with Agreement Accounting
Principles.

          "CONSOLIDATED TOTAL ASSETS" means, as of the date of any determination
thereof, the total assets of the Borrower and its Subsidiaries on a consolidated
basis determined in accordance with Agreement Accounting Principles.

          "CONTINGENT OBLIGATION" of a Person means any agreement, written
undertaking or contractual arrangement by which such Person assumes, guarantees,
endorses, contingently agrees to purchase or provide funds for the payment of,
or otherwise becomes or is contingently liable upon, the financial or monetary
obligation or financial or monetary liability of any other Person (excluding
customary indemnification obligations arising from a purchase and sale


                                       5
<PAGE>

agreement negotiated at arm's length and typical for transactions of a similar
nature), or agrees in writing to maintain the net worth or working capital or
other financial condition of any other Person, or otherwise assures any creditor
of such other Person in writing against loss, including, without limitation, any
operating agreement, take-or-pay contract or application for or reimbursement
agreement with respect to a letter of credit (including any Letter of Credit).

          "CONTROLLED GROUP" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Borrower or any of its Subsidiaries, are
treated as a single employer under Section 414 of the Code.

          "CONVERSION/CONTINUATION NOTICE" has the meaning specified in
SECTION 2.7.

          "CREDIT RATINGS" has the meaning specified in SECTION 2.21.

          "DEFAULT" means an event described in ARTICLE VII.

          "DESIGNATED LENDER" means, with respect to each Designating Lender,
each Eligible Designee designated by such Designating Lender pursuant to SECTION
12.4(a).

          "DESIGNATING LENDER" means, with respect to each Designated Lender,
the Lender that designated such Designated Lender pursuant to such SECTION
12.4(a).

          "DISQUALIFIED STOCK" means, for any Person, any capital stock of such
Person that, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder thereof, in
whole or in part, on or prior to the date that is ninety-one (91) days after the
Facility Termination Date.

          "DOLLARS" and "$" mean the lawful money of the United States.

          "EBITDAR" for any period means the sum, without duplication, of (a)
Consolidated Net Income during such period, PLUS (to the extent deducted in
determining Consolidated Net Income) (b) all provisions for any foreign,
federal, state and local taxes paid or accrued by the Borrower or any of its
Subsidiaries during such period, PLUS (to the extent deducted in determining
Consolidated Net Income) (c) Consolidated Interest Expense of the Borrower or
any of its Subsidiaries during such period, MINUS (to the extent included in
determining Consolidated Net Income) (d) extraordinary gains (and any unusual
gains whether or not arising in the ordinary course of business not included in
extraordinary gains) to the extent not included in income from continuing
operations, PLUS (to the extent deducted in determining Consolidated Net Income)
(e) consolidated depreciation, PLUS (to the extent deducted in determining
Consolidated Net Income) (f) consolidated amortization expense, including
without limitation, amortization of goodwill and other intangible assets and
other non-cash charges but excluding reserves, PLUS (to the extent deducted in
determining Consolidated Net Income) (g) Consolidated Rentals, PLUS (to the
extent deducted in determining Consolidated Net Income) (h) extraordinary
losses; all of such items as determined in accordance with Agreement Accounting
Principles.


                                       6
<PAGE>

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

          "ELIGIBLE PARTICIPANT" means (i) a Lender or any Affiliate thereof
which is a commercial bank, (ii) any other commercial bank having capital and
surplus in excess of $100,000,000 or (iii) an Eligible Designee.

          "ENVIRONMENTAL, HEALTH OR SAFETY REQUIREMENTS OF LAW" means all
Requirements of Law derived from or relating to federal, state and local laws or
regulations relating to or addressing pollution or protection of the
environment, or protection of worker health or safety, including, but not
limited to, the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. ss. 9601 ET SEQ., the Occupational Safety and Health Act of 1970,
29 U.S.C. ss. 651 ET SEQ., and the Resource Conservation and Recovery Act of
1976, 42 U.S.C. ss. 6901 ET SEQ., in each case including any amendments thereto,
any successor statutes, and any regulations or guidance promulgated thereunder,
and any state or local equivalent thereof.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

          "EURODOLLAR ADVANCE" means a Syndicated Advance denominated in Dollars
that bears interest at a Eurodollar Rate.

          "EURODOLLAR APPLICABLE MARGIN" means, from time to time, the
Eurodollar Applicable Margin set forth in SECTION 2.21.

          "EURODOLLAR BASE RATE" means, with respect to a Eurodollar Advance for
the relevant Eurodollar Interest Period, or with respect to a Bid Rate Advance
priced based on the Eurodollar Base Rate for the applicable Bid Rate Interest
Period, the applicable British Bankers' Association Interest Settlement Rate for
deposits in Dollars appearing on Reuters Screen FRBD as of 11:00 a.m. (London
time) two Business Days prior to the first day of such Eurodollar Interest
Period or Bid Rate Interest Period, and having a maturity equal to such
Eurodollar Interest Period or Bid Rate Interest Period, PROVIDED that, (i) if
Reuters Screen FRBD is not available to the Administrative Agent for any reason,
the applicable Eurodollar Base Rate for the relevant Eurodollar Interest Period
or Bid Rate Interest Period, as applicable, shall instead be the applicable
British Bankers' Association Interest Settlement Rate for deposits in Dollars as
reported by any other generally recognized financial information service as of
11:00 a.m. (London time) two Business Days prior to the first day of such
Eurodollar Interest Period or Bid Rate Interest Period, and having a maturity
equal to such Eurodollar Interest Period or Bid Rate Interest Period, and (ii)
if no such British Bankers' Association Interest Settlement Rate is available to
the Administrative Agent, the applicable Eurodollar Base Rate for the relevant
Eurodollar Interest Period or Bid Rate Interest Period, as applicable, shall
instead be the rate determined by the Administrative Agent to be the rate at
which Bank One or one of its affiliate banks offers to place deposits in Dollars
with first-class banks in the London interbank market at


                                       7
<PAGE>

approximately 11:00 a.m. (London time) two Business Days prior to the first day
of such Eurodollar Interest Period or Bid Rate Interest Period, in the
approximate amount of Bank One's relevant Eurodollar Advance or Bid Rate
Advance, as applicable, and having a maturity equal to such Eurodollar Interest
Period or Bid Rate Interest Period, as applicable.

          "EURODOLLAR INTEREST PERIOD" means, with respect to a Eurodollar
Advance, a period of one, two, three, six or, if available, twelve months
commencing on a Business Day selected by the Borrower pursuant to this
Agreement. Such Eurodollar Interest Period shall end on (but exclude) the day
which corresponds numerically to such date one, two, three, six or twelve months
thereafter, unless there is no such numerically corresponding day in such next,
second, third, sixth or twelfth succeeding month, in which case such Eurodollar
Interest Period shall end on the last Business Day of such next, second, third,
sixth or twelfth succeeding month. If a Eurodollar Interest Period would
otherwise end on a day which is not a Business Day, such Eurodollar Interest
Period shall end on the next succeeding Business Day, unless said next
succeeding Business Day falls in a new calendar month, in which case such
Eurodollar Interest Period shall end on the immediately preceding Business Day.

          "EURODOLLAR LOAN" means a Syndicated Loan or Bid Rate Loan denominated
in Dollars which bears interest at the Eurodollar Rate.

          "EURODOLLAR RATE" means, with respect to a Eurodollar Advance for the
relevant Eurodollar Interest Period, the sum of (a) the quotient of (i) the
Eurodollar Base Rate applicable to such Eurodollar Interest Period, divided by
(ii) one minus the Reserves (expressed as a decimal) applicable to such
Eurodollar Interest Period, PLUS (b) the Eurodollar Applicable Margin in effect
from time to time during such Eurodollar Interest Period. The Eurodollar Rate
shall be rounded to the next higher multiple of 1/16 of 1% if the rate is not
such a multiple.

          "EXISTING CREDIT AGREEMENTS" means, collectively, (i) that certain
Credit Agreement dated as of September 18, 1997 among the Borrower, the
financial institutions named therein, Bank One, NA (f/k/a The First National
Bank of Chicago), as administrative agent, and the other agents and co-agents
thereunder, as amended by that certain Amendment and Waiver No. 1 dated as of
December 17, 1997 and Amendment No. 2 dated as of June 23, 2000, and (ii) that
certain 364-Day Credit Agreement dated as of July 6, 2001 among the Borrower,
the financial institutions named therein, Bank One, as administrative agent,
BNY, as syndication agent, and Fleet, as documentation agent.

          "FACILITY GUARANTY" means a guaranty, substantially in the form of
EXHIBIT I hereto, duly executed and delivered by one or more Material
Subsidiaries of the Borrower to and in favor of the Administrative Agent for the
benefit of itself, the Issuing Lenders, the Swing Line Lender, and the Lenders,
as the same may from time to time be amended, restated, supplemented or
otherwise modified.

          "FACILITY TERMINATION DATE" means March 26, 2007.

          "FAIR VALUE" means the value of the relevant asset determined in an
arm's-length transaction conducted in good faith between an informed and willing
buyer and an informed and willing seller under no compulsion to buy or sell.


                                       8
<PAGE>

          "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, an interest 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 for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

          "FEE LETTER" means that certain fee letter dated as of February 15,
2002 among the Borrower, the Syndication Agents and the Arrangers, as amended,
restated, supplemented or otherwise modified from time to time.

          "FIXED CHARGE COVERAGE RATIO" means the ratio of (a) EBITDAR to (b)
Consolidated Fixed Charges.

          "FLEET" means Fleet National Bank, in its individual capacity, and its
successors.

          "FLOATING RATE" means, for any day, a rate per annum equal to the
Alternate Base Rate for such day, changing when and as the Alternate Base Rate
changes.

          "FLOATING RATE ADVANCE" means a Syndicated Advance denominated in
Dollars which bears interest at the Floating Rate.

          "FLOATING RATE LOAN" means a Syndicated Loan denominated in Dollars
which bears interest at the Floating Rate.

          "FUNDED DEBT" of any Person means, without duplication, all
obligations of such Person for money borrowed which in accordance with Agreement
Accounting Principles shall be classified upon a balance sheet of such Person as
liabilities of such Person, and in any event shall include (a) all Capitalized
Lease Obligations of such Person and (b) all Contingent Obligations of such
Person with respect to money borrowed, but shall exclude (i) notes, bills and
checks presented in the ordinary course of business by such Person to banks for
collection or deposit, (ii) with reference to the Borrower and its Subsidiaries,
all obligations of the Borrower and its Subsidiaries of the character referred
to in this definition to the extent owing to the Borrower or any Subsidiary,
(iii) bankers acceptances which, in accordance with Agreement Accounting
Principles, are classified as accounts payable and (iv) Contingent Obligations
set forth on SCHEDULE 6.14. Without in any way limiting the foregoing, Funded
Debt of the Borrower shall include all Loans outstanding under this Agreement
and all "Loans" outstanding under and as defined in the 364-Day Agreement.

          "GOVERNMENTAL ACTS" has the meaning specified in SECTION 2.20.9.

          "GOVERNMENTAL AUTHORITY" means any country or nation, any political
subdivision of such country or nation, and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government of any country or nation or political subdivision thereof.


                                       9
<PAGE>

          "GROSS NEGLIGENCE" means either recklessness or actions taken or
omitted with conscious indifference to or the complete disregard of
consequences. Gross Negligence does not mean the absence of ordinary care or
diligence, or an inadvertent act or inadvertent failure to act. If the term
"gross negligence" is used with respect to the Administrative Agent or any
Lender or any indemnitee in any of the Loan Documents, it shall have the meaning
set forth herein.

          "INDEBTEDNESS" of a Person means, without duplication, such Person's
(a) obligations for borrowed money, (b) obligations representing the deferred
purchase price of Property or services (other than (i) accounts payable and (ii)
bankers acceptances classified in accordance with Agreement Accounting
Principles as accounts payable, in each case arising in the ordinary course of
such Person's business payable on terms customary in the trade), (c)
obligations, whether or not assumed, secured by Liens or payable out of the
proceeds or production from Property now or hereafter owned or acquired by such
Person, (d) obligations which are evidenced by notes, acceptances (to the extent
not classified as accounts payable in accordance with Agreement Accounting
Principles), or other similar instruments, (e) Capitalized Lease Obligations,
(f) obligations of such Person to purchase securities or other property arising
out of or in connection with the sale of the same or substantially similar
securities or property, (g) all Off-Balance Sheet Liabilities of such Person,
(h) all Disqualified Stock and (i) any other obligation in writing for borrowed
money or financial accommodation with respect to other items included in the
definition of Indebtedness above which in accordance with Agreement Accounting
Principles would be shown as a liability on the consolidated balance sheet of
such Person, but excluding, in any event, (i) amounts payable by such Person in
respect of covenants not to compete, and (ii) with reference to the Borrower and
its Subsidiaries, all obligations of the Borrower and its Subsidiaries of the
character referred to in this definition to the extent owing to the Borrower or
any Subsidiary of the Borrower.

          "INDEMNIFIED MATTERS" has the meaning specified in SECTION 9.7(b).

          "INDEMNITEES" has the meaning specified in SECTION 9.7(b).

          "INDEXED RATE AUCTION" has the meaning specified in SECTION
2.10(b)(i).

          "INTELLECTUAL PROPERTY" means (i) any and all intangible personal
property consisting of intellectual property, whether or not registered with any
governmental entity, including, without limitation, franchises, licenses,
patents, technology and know-how, copyrights, trademarks, trade secrets, service
marks, logos and trade names and (ii) any and all contract rights (including,
without limitation, applications for governmental registrations, license
agreements, trust agreements and assignment agreements) creating, evidencing or
conveying an interest or right in or to any of the intellectual property
described in the preceding CLAUSE (i).

          "INTEREST PERIOD" means a Eurodollar Interest Period.

          "INVESTMENT" of a Person means any loan, advance (other than
commission, travel and other loans, credits and advances to officers and
employees made in the ordinary course of business), extension of credit (other
than accounts receivable arising in the ordinary course of business on terms
customary in the trade), deposit account or contribution of capital by such
Person to any other Person or any investment in, or purchase or other
acquisition of, the stock,


                                       10
<PAGE>

partnership interests, ownership interests in any limited liability company,
notes, debentures or other securities of any other Person made by such Person
(other than anticipatory prepayments to vendors in the ordinary course of
business consistent with past practice).

          "ISSUING LENDER" means Bank One and any other Lender which, at the
Borrower's request, agrees, in each such Lender's sole discretion, to become an
Issuing Lender for the purpose of issuing Letters of Credit, and their
respective successors and assigns, in each case in such Lender's separate
capacity as an issuer of Letters of Credit pursuant to SECTION 2.20. The
designation of any Lender as an Issuing Lender after the date hereof shall be
subject to the prior written consent of the Administrative Agent which consent
shall not be unreasonably withheld.

          "L/C DRAFT" means a draft drawn on an Issuing Lender pursuant to any
of the Letters of Credit.

          "L/C INTEREST" has the meaning specified in SECTION 2.20.5.

          "L/C OBLIGATIONS" means an amount equal to the sum (without
duplication) of (i) the aggregate of the amount then available for drawing under
each of the Letters of Credit, (ii) the face amounts of all outstanding L/C
Drafts corresponding to the Letters of Credit, which L/C Drafts have been
accepted by the Issuing Lenders and (iii) the aggregate outstanding amount of
Reimbursement Obligations at such time.

          "LENDERS" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns.

          "LENDING INSTALLATION" means, with respect to a Lender, any office,
branch, subsidiary or affiliate of such Lender.

          "LETTER OF CREDIT" means any standby or commercial letter of credit
issued pursuant to SECTION 2.20.

          "LEVERAGE RATIO" means, with respect to the last day of any fiscal
quarter, the ratio of:

          (i) the sum of (a) Funded Debt of the Borrower and its Subsidiaries on
     a consolidated basis, PLUS (b) an amount equal to the product of four (4)
     multiplied by Consolidated Rentals for the period of four consecutive
     fiscal quarters ending on such day to

          (ii) the sum of (a) Funded Debt of the Borrower and its Subsidiaries
     on a consolidated basis, plus (b) an amount equal to the product of four
     (4) multiplied by Consolidated Rentals for the period of four consecutive
     fiscal quarters ending on such day plus (c) Consolidated Net Worth.

          "LIEN" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without


                                       11
<PAGE>

limitation, the interest of a vendor or lessor under any conditional sale,
Capitalized Lease or other title retention agreement).

          "LOAN" means a Syndicated Loan, a Bid Rate Loan or a Swing Line Loan.

          "LOAN DOCUMENTS" means this Agreement, any Notes, the Facility
Guaranties, the applications, reimbursement agreements and other instruments and
agreements related to the Letters of Credit and L/C Interests and all other
documents, instruments and agreements executed in connection therewith or
contemplated thereby, as the same may be amended, restated, supplemented or
otherwise modified and in effect from time to time.

          "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
business, financial condition, operations, performance or Property of the
Borrower and its Subsidiaries on a consolidated basis, (b) the ability of the
Borrower to perform its obligations under the Loan Documents, or (c) the
validity or enforceability of any of the Loan Documents or any material rights
or remedies of the Administrative Agent or the Lenders thereunder.

          "MATERIAL INDEBTEDNESS" means any Indebtedness, or group of different
Indebtedness, in an aggregate principal amount of at least $20,000,000.

          "MATERIAL SUBSIDIARY" means (a) T.J. Maxx of CA, LLC, a Delaware
limited liability company, T.J. Maxx of IL, LLC, a Delaware limited liability
company, Marshalls of CA, LLC, a Delaware limited liability company, Marshalls
of IL, LLC, a Delaware limited liability company, Marmaxx Operating Corp., a
Delaware corporation, Marshalls of MA, Inc., a Massachusetts corporation, NBC
Fourth Realty Corp., a Nevada corporation, Marshall's of Nevada, Inc., a Nevada
corporation, NBC Operating, LLC, a Delaware limited liability company, NBC
Trust, a Massachusetts business trust, Marshalls of Richfield, MN, Inc., a
Minnesota corporation, and Newton Buying Company of CA, Inc., a Delaware
corporation; (b) any domestic Subsidiary of the Borrower which owns, directly or
indirectly, greater than ten percent (10%) of the total consolidated assets of
the Borrower and its Subsidiaries; and (c) any other domestic Subsidiary in
connection with which the Borrower shall provide written notice to the Agent
designating such entity to be a Material Subsidiary and which shall become a
party to the Facility Guaranty pursuant to the terms of SECTION 6.20.

          "MONEY MARKET RATE" is defined in SECTION 2.9(a).

          "MONEY MARKET RATE LOAN" means a Swing Line Loan which bears interest
at a Money Market Rate.

          "MOODY'S" means Moody's Investors Service, Inc.

          "MULTIEMPLOYER PLAN" means a Plan, if any, maintained pursuant to a
collective bargaining agreement or any other arrangement to which the Borrower
or any member of the Controlled Group is a party to which more than one
non-Affiliated employer is obligated to make contributions.

          "NOTE" means a Syndicated Note, a Bid Rate Note or a Swing Line Note.


                                       12
<PAGE>

          "NOTICE OF ASSIGNMENT" has the meaning specified in SECTION 12.3.2.

          "OBLIGATIONS" means all unpaid principal of and accrued and unpaid
interest on the Loans, all L/C Obligations, all accrued and unpaid fees and all
expenses, reimbursements, indemnities and other obligations of the Borrower to
the Lenders or to any Lender, the Administrative Agent or any indemnified party
hereunder arising under the Loan Documents.

          "OFF-BALANCE SHEET LIABILITY" of a Person means (i) any repurchase
obligation or liability of such Person or any of its Subsidiaries with respect
to accounts or notes receivable sold by such Person or any of its Subsidiaries
(calculated to include the unrecovered investment of purchasers or transferees
of accounts or any other obligation of such Person or such transferor to
purchasers/transferees of interests in accounts or notes receivable or the agent
for such purchasers/transferees), (ii) any liability under any sale and
leaseback transaction which is not a Capitalized Lease, (iii) any liability
under any financing lease or Synthetic Lease or "tax ownership operating lease"
transaction entered into by such Person, including any Synthetic Lease
Obligations, or (iv) any obligation arising with respect to any other
transaction which is the functional equivalent of or takes the place of
borrowing but which does not constitute a liability on the balance sheets of
such Person, but excluding from this CLAUSE (iv) Operating Leases.

          "OPERATING LEASE" of a Person means any lease of Property (other than
a Capitalized Lease) by such Person as lessee.

          "PARTICIPANT" has the meaning specified in SECTION 12.2.1.

          "PAYMENT OFFICE" means the principal office of the Administrative
Agent in Chicago, Illinois, located on the date hereof at 1 Bank One Plaza,
Chicago, Illinois 60670 or such other office of the Administrative Agent as the
Administrative Agent may from time to time designate by written notice to the
Borrower and the Lenders.

          "PBGC" means the Pension Benefit Guaranty Corporation, or any
successor thereto.

          "PERMITTED ACQUISITION" means any Acquisition made by the Borrower or
any of its Subsidiaries, PROVIDED that upon giving effect to each such
Acquisition (a) the Person so acquired by the Borrower shall have either been
merged into the Borrower or a Subsidiary (with the Borrower or the Subsidiary as
the surviving entity) or such Person shall have become a Subsidiary of the
Borrower; (b) no Default or Unmatured Default shall exist; (c) the Acquisition
is consummated on a non-hostile basis approved by a majority of the board of
directors or other governing body of the Person being acquired; and (d) involves
the purchase of a business line similar, related, complementary or incidental to
that of the Borrower and its Subsidiaries as of the date of this Agreement.

          "PERSON" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.


                                       13
<PAGE>

          "PLAN" means an employee pension benefit plan which is covered by
Title IV of ERISA or subject to the minimum funding standards under Section 412
of the Code as to which the Borrower or any member of the Controlled Group may
have any liability.

          "PREPAYMENT NOTICE" has the meaning specified in SECTION 2.5.

          "PRIME RATE" means the per annum rate announced by the Administrative
Agent (or its parent) from time to time as its "prime rate" (it being
acknowledged that such announced rate may not necessarily be the lowest rate
charged by the Administrative Agent to any of its customers), which prime rate
shall change simultaneously with any change in such announced rate.

          "PRO RATA SHARE" means, with respect to any Lender, the percentage
obtained by dividing (A) such Lender's Commitment at such time (as adjusted from
time to time in accordance with the provisions of this Agreement) by (B) the
Aggregate Commitment at such time; PROVIDED, that if the Commitments are
terminated pursuant to the terms of this Agreement, then "Pro Rata Share" means
the percentage obtained by dividing (x) the sum of each Lender's L/C
Obligations, Syndicated Loans and Swing Line Loans by (y) the aggregate amount
of all Syndicated Loans, Swing Line Loans and L/C Obligations; PROVIDED,
HOWEVER, if the Aggregate Commitment has been terminated at a time when only Bid
Rate Loans are outstanding, "Pro Rata Share" means the percentage obtained by
dividing (x) the sum of each Lender's Bid Rate Loans by (y) the aggregate amount
of all Bid Rate Loans.

          "PROPERTY" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

          "PURCHASERS" has the meaning specified in SECTION 12.3.1.

          "RATED DEBT" means the Borrower's senior unsecured non-credit-enhanced
long-term Indebtedness, which Indebtedness does not benefit from guaranties or
other credit enhancement provided by any of the Borrower's Subsidiaries.

          "REGULATION D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

          "REGULATION T" means Regulation T of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by and to brokers and dealers of securities for the purpose
of purchasing or carrying margin stocks.

          "REGULATION U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of purchasing or carrying margin
stocks applicable to member banks of the Federal Reserve System.


                                       14
<PAGE>

          "REGULATION X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin stock (as defined therein).

          "REIMBURSEMENT OBLIGATION" is defined in SECTION 2.20.6.

          "REPORTABLE EVENT" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days of
the occurrence of such event; PROVIDED, HOWEVER, that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

          "REQUIRED LENDERS" means Lenders having, in the aggregate, at least
51% of the Aggregate Commitment; PROVIDED, HOWEVER, that in the event any of the
Lenders shall have failed to fund a portion of any Syndicated Advance requested
by the Borrower, any participation in any Letter of Credit or any refunding of
or participation in any Swing Line Loan which such Lenders are obligated to fund
under the terms of this Agreement and any such failure has not been cured, then
for so long as such failure continues, "REQUIRED LENDERS" means Lenders
(excluding all such defaulting Lenders) having, in the aggregate, at least 51%
of the aggregate Commitments of such non-defaulting Lenders; PROVIDED, FURTHER,
HOWEVER, that, if the Aggregate Commitment has been terminated pursuant to the
terms of this Agreement, "REQUIRED LENDERS" means Lenders (without regard to
such Lenders' performance of their respective obligations hereunder) whose
aggregate outstanding principal balance of all Syndicated Loans and L/C
Obligations is equal to or greater than 51%; PROVIDED, FURTHER, HOWEVER, if the
Aggregate Commitment has been terminated at a time when only Bid Rate Loans are
outstanding, "Required Lenders" means Lenders whose aggregate outstanding
principal balance of all Bid Rate Loans is equal to or greater than 51%.

          "REQUIREMENTS OF LAW" means, as to any Person, the charter and by-laws
or other organizational or governing documents of such Person, and any law, rule
or regulation, or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is subject
including, without limitation, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, Regulations T, U and X, ERISA, the
Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act,
Americans with Disabilities Act of 1990, and any certificate of occupancy,
zoning ordinance, building, environmental or land use requirement or permit or
environmental, labor, employment, occupational safety or health law, rule or
regulation, including Environmental, Health or Safety Requirements of Law.

          "RESERVES" means, with respect to a Eurodollar Interest Period, the
maximum aggregate reserves (including all basic, supplemental, marginal and
other reserves) imposed under Regulation D on Eurocurrency liabilities.


                                       15
<PAGE>

          "RISK-BASED CAPITAL GUIDELINES" has the meaning specified in
SECTION 3.2.

          "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc.

          "SALE AND LEASEBACK TRANSACTION" means any sale or other transfer of
Property by any Person with intent to lease such Property as lessee pursuant to
a Capitalized Lease.

          "SECTION" means a numbered section of this Agreement, unless another
document is specifically referenced.

          "SINGLE EMPLOYER PLAN" means a Plan, if any, maintained by the
Borrower or any member of the Controlled Group for employees of the Borrower or
any member of the Controlled Group. The term "Single Employer Plan" does not
include any Multiemployer Plan.

          "SPECIFIED REMITTANCE TIME" means (a) if the relevant Payment Office
is located in Chicago, Illinois, 1:00 p.m. (Chicago time) and (b) if the
relevant Payment Office is located elsewhere, such time as the Administrative
Agent shall specify after consultation with the Lenders and the consent of the
Borrower, which consent shall not be unreasonably withheld.

             "SUBSIDIARY" of a Person means (a) any corporation more than 50% of
the outstanding securities having ordinary voting power of which shall at the
time be owned or controlled, directly or indirectly, by such Person or by one or
more of its Subsidiaries or by such Person and one or more of its Subsidiaries,
or (b) any partnership, limited liability company, association, joint venture or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
shall mean a Subsidiary of the Borrower.

          "SUBSTANTIAL PORTION" means, with respect to the Property of any
Person and its Subsidiaries, Property which:

          (a)  when aggregated with all other Property in accordance with
SECTION 6.11 (i) represents more than 15% of the consolidated assets of such
Person and its Subsidiaries as would be shown in the consolidated financial
statements of such Person and its Subsidiaries as at the beginning of the fiscal
year in which such determination is made, or (ii) is responsible for more than
15% of the consolidated net sales of such Person and its Subsidiaries as
reflected in the financial statements referred to in CLAUSE (I) above; or

          (b)  in any individual transaction or series of related transactions
(i) represents more than 10% of the consolidated assets of such Person and its
Subsidiaries as would be shown in the consolidated financial statements of such
Person and its Subsidiaries as at the beginning of the fiscal year in which such
determination is made, or (ii) is responsible for more than 10% of the
consolidated net sales of such Person and its Subsidiaries as reflected in the
financial statements referred to in CLAUSE (i) above.

          "SWING LINE BORROWING NOTICE" has the meaning specified in
SECTION 2.9(b).


                                       16
<PAGE>

          "SWING LINE COMMITMENT" means the obligation of the Swing Line Lender
to make Swing Line Loans up to a maximum principal amount of $25,000,000 at any
one time outstanding.

          "SWING LINE LENDER" means Bank One or any other Lender as a successor
Swing Line Lender.

          "SWING LINE LOAN" means a loan made available to the Borrower by the
Swing Line Lender pursuant to SECTION 2.9.

          "SWING LINE NOTE" means a Note in substantially the form of EXHIBIT
A-3 hereto duly executed by the Borrower and payable to the order of the Swing
Line Lender in the amount of its Swing Line Commitment.

          "SYNDICATED ADVANCE" means a borrowing consisting of simultaneous
Syndicated Loans of the same Type made to the Borrower by each of the Lenders
pursuant to SECTION 2.1, and, in the case of Eurodollar Advances, for the same
Interest Period.

          "SYNDICATED ADVANCE BORROWING NOTICE" has the meaning specified in
SECTION 2.6.

          "SYNDICATED LOAN" means a loan by a Lender to the Borrower as part of
a Syndicated Advance.

          "SYNDICATED NOTE" means a promissory note of the Borrower payable to
the order of any Lender, in substantially the form of EXHIBIT A-1 hereto,
evidencing the aggregate indebtedness of the Borrower to such Lender resulting
from the Syndicated Loans made by such Lender to the Borrower.

          "SYNDICATION AGENTS" means, collectively, Fleet and BNY, and their
respective successors and assigns.

          "SYNTHETIC LEASE" means a so-called "synthetic" lease that is not
treated as a capital lease under Agreement Accounting Principles, but that is
treated as a financing under the Code.

          "SYNTHETIC LEASE OBLIGATIONS" means, collectively, the payment
obligations of the Borrower or any of its Subsidiaries pursuant to a Synthetic
Lease.

          "364-DAY CREDIT AGREEMENT" means that certain 364-Day Credit Agreement
dated as of March 26, 2002 among the Borrower, the financial institutions named
therein, Bank One, as the administrative agent thereunder, Fleet and BNY, as the
syndication agents thereunder, and Bank of America, N.A. and JPMorgan Chase
Bank, as the documentation agents thereunder, as the same may be further
amended, restated, supplemented or otherwise modified and as in effect from time
to time.

          "TRANSFEREE" has the meaning specified in SECTION 12.5.


                                       17
<PAGE>

          "TYPE" means, (a) with respect to any Syndicated Loan, its nature as a
Floating Rate Loan or a Eurodollar Loan and (b) with respect to any Syndicated
Advance, its nature as a Floating Rate Advance or a Eurodollar Advance.

          "UNFUNDED LIABILITIES" means the amount (if any) by which the present
actuarial value of all vested nonforfeitable benefits under all Single Employer
Plans (based on the actuarial assumptions for each such plan) exceeds the Fair
Value of all such Plan assets allocable to such benefits, all determined as of
the then most recent valuation date for such Plans.

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

          "UNMATURED DEFAULT" means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default.

          "WHOLLY-OWNED SUBSIDIARY" of a Person means (a) any Subsidiary all of
the outstanding voting securities of which (other than directors qualifying
shares and shares required by applicable corporate law to be owned by foreign
nationals) shall at the time be owned or controlled, directly or indirectly, by
such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such
Person and one or more Wholly-Owned Subsidiaries of such Person, or (b) any
partnership, association, joint venture or similar business organization 100% of
the ownership interests having ordinary voting power of which (other than
directors qualifying shares and shares required by applicable corporate law to
be owned by foreign nationals) shall at the time be so owned or controlled.

                                   ARTICLE II
                                  THE CREDITS

          2.1 THE SYNDICATED LOANS. From and including the date of this
Agreement and prior to the Facility Termination Date, each Lender severally
agrees, on the terms and conditions set forth in this Agreement (including,
without limitation, the terms and conditions of SECTION 2.11 and SECTION 8.1
relating to the reduction, suspension or termination of the Aggregate
Commitment), to make Syndicated Loans to the Borrower from time to time in an
aggregate amount not to exceed at any one time outstanding the amount of such
Lender's Commitment; PROVIDED, HOWEVER, that the Aggregate Commitment shall be
deemed used from time to time to the extent of (a) the aggregate amount of the
Bid Rate Loans then outstanding, and such deemed use of the Aggregate Commitment
shall be applied to the Lenders ratably according to their respective
Commitments (such deemed use of the aggregate amount of the Commitments being a
"BID RATE REDUCTION"), (b) the aggregate L/C Obligations then outstanding, and
such deemed use of the Aggregate Commitment shall be applied to the Lenders
ratably according to their respective Commitments and (c) the aggregate amount
of the Swing Line Loans then outstanding, and such deemed use of the Aggregate
Commitment shall be applied to the Lenders ratably according to their respective
Commitments. Subject to the terms of this Agreement (including, without
limitation, the terms and conditions of SECTION 2.11 and SECTION 8.1 relating to
the reduction, suspension or termination of the Aggregate Commitment), the
Borrower may borrow, repay and reborrow Syndicated Loans at any time prior to
the Facility Termination Date. Unless earlier terminated in accordance with the
terms and conditions of this Agreement, the Commitments of the Lenders to lend
hereunder shall expire on the Facility


                                       18
<PAGE>

Termination Date. Notwithstanding anything herein to the contrary, each of the
Lenders shall be required to fund its ratable share of any Advance made in
connection with any L/C Drafts notwithstanding that such Advance may be made on
or after the date of any reduction, suspension or termination of the Aggregate
Commitment pursuant to SECTION 2.11(c) or SECTION 8.1 of this Agreement.

          2.2 REPAYMENT OF THE SYNDICATED LOANS. Any outstanding Syndicated
Loans shall be paid in full by the Borrower on the Facility Termination Date;
PROVIDED, HOWEVER, that (a) all Syndicated Loans made in connection with any of
the Letters of Credit shall be paid in full by the Borrower on the later of the
Facility Termination Date and the Business Day immediately following the date
the relevant Syndicated Loan is made, and (b) nothing in this SECTION 2.2 shall
be construed as limiting or modifying the obligation of the Borrower to repay
any or all of the outstanding Syndicated Loans at any earlier time in accordance
with the terms of this Agreement.

          2.3 RATABLE LOANS; TYPES OF SYNDICATED ADVANCES. Each Syndicated
Advance hereunder shall consist of Syndicated Loans made from the several
Lenders ratably in proportion to their respective Pro Rata Shares of the
Aggregate Commitment. Any Syndicated Advance may be a Floating Rate Advance or a
Eurodollar Advance, as the Borrower shall select in accordance with SECTIONS 2.6
and 2.7.

          2.4 MINIMUM AMOUNT OF EACH SYNDICATED ADVANCE. Each Eurodollar Advance
shall be in the minimum amount of $15,000,000 (and an integral multiple of
$5,000,000 if in excess thereof) and each Floating Rate Advance shall be in the
minimum amount of $10,000,000 (and an integral multiple of $1,000,000 if in
excess thereof); PROVIDED, HOWEVER, that any Syndicated Advance may be in the
amount of the unused Aggregate Commitment.

          2.5 OPTIONAL PREPAYMENTS OF SYNDICATED LOANS. Subject to SECTION 3.4
and the requirements of SECTION 2.4, the Borrower may (a) following notice given
to the Administrative Agent by the Borrower, in the form attached hereto as
EXHIBIT G (a "PREPAYMENT NOTICE") by not later than 1:00 p.m. (Chicago time) on
the date of the proposed prepayment, such notice specifying the aggregate
principal amount of and the proposed date of the prepayment, and if such notice
is given the Borrower shall, prepay the outstanding principal amounts of the
Floating Rate Loans comprising part of the same Syndicated Advance in whole or
ratably in part, together with accrued interest to the date of such prepayment
on the principal amount prepaid and (b) following a Prepayment Notice given to
the Administrative Agent by the Borrower by not later than 1:00 p.m. (Chicago
time) on, if the Advance to be prepaid is a Eurodollar Advance, the third
Business Day preceding the date of the proposed prepayment, such notice
specifying the Advance to be prepaid and the proposed date of the prepayment,
and, if such notice is given, such Borrower shall, prepay the outstanding
principal amounts of the Eurodollar Loans comprising a Eurodollar Advance in
whole (and not in part), together with accrued interest to the date of such
prepayment on the principal amount prepaid. In the case of a Floating Rate
Advance, each partial prepayment shall be in an aggregate principal amount not
less than $10,000,000 (and an integral multiple of $1,000,000 if in excess
thereof).

          2.6 METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR NEW SYNDICATED
ADVANCES. The Borrower shall select the Type of each Syndicated Advance and, in
the case of a


                                       19
<PAGE>

Eurodollar Advance, the Interest Period applicable to such Syndicated Advance
from time to time. The Borrower shall give the Administrative Agent irrevocable
notice, in the form attached hereto as EXHIBIT F-1 (a "SYNDICATED ADVANCE
BORROWING NOTICE"), not later than 11:00 a.m. (Chicago time) (i) on the
Borrowing Date for each Floating Rate Advance and (ii) at least three Business
Days before the Borrowing Date for each Eurodollar Advance, specifying:

          (a)  the Borrowing Date, which shall be a Business Day, of such
Advance,

          (b)  the aggregate amount of such Advance,

          (c)  the Type of such Advance, and

          (d)  in the case of each Eurodollar Advance, the Interest Period
applicable thereto.

Not later than the Specified Remittance Time on each Borrowing Date, each Lender
shall make available its Syndicated Loan or Syndicated Loans to the
Administrative Agent in immediately available funds at the relevant Payment
Office. To the extent that the Administrative Agent has received funds from the
Lenders as specified in the preceding sentence and the applicable conditions set
forth in ARTICLE IV have been fulfilled, the Administrative Agent will make such
funds available to the Borrower at the relevant Payment Office promptly
following the Specified Remittance Time, it being understood that if the
relevant Payment Office is located in Chicago, Illinois, the Administrative
Agent will make the applicable funds available to the Borrower by depositing
such funds to such account with Bank One as the Borrower shall designate.

          2.7 CONVERSION AND CONTINUATION OF OUTSTANDING SYNDICATED ADVANCES.
Floating Rate Advances shall continue as Floating Rate Advances unless and until
such Floating Rate Advances are converted into Eurodollar Advances or prepaid
pursuant to SECTION 2.5. Each Eurodollar Advance shall continue as a Eurodollar
Advance until the end of the then applicable Interest Period therefor, at which
time such Eurodollar Advance shall be automatically converted into a Floating
Rate Advance unless the Borrower shall have given the Administrative Agent a
Conversion/Continuation Notice requesting that, at the end of such Interest
Period, such Eurodollar Advance either continue as a Eurodollar Advance for the
same or another Interest Period or be converted into a Syndicated Advance of
another Type. Subject to the terms of SECTION 2.6, the Borrower may elect from
time to time to convert all or any part of a Syndicated Advance of any Type into
any other Type or Types of Syndicated Advances; PROVIDED that any conversion of
any Eurodollar Advance shall be made on, and only on, the last day of the
Interest Period applicable thereto. The Borrower shall give the Administrative
Agent irrevocable notice in the form of EXHIBIT H hereto (a "CONVERSION/
CONTINUATION NOTICE") of each conversion of an Advance or continuation of a
Eurodollar Advance not later than 11:00 a.m. (Chicago time) (i) in the case of a
conversion into a Floating Rate Advance on the date of such conversion and (ii)
in the case of a conversion into or continuation of a Eurodollar Advance, at
least three Business Days before the date of such conversion or continuation,
specifying:

          (a)  the requested date, which shall be a Business Day, of such
conversion or continuation;


                                       20
<PAGE>

          (b)  the aggregate amount and Type of the Syndicated Advance which is
to be converted or continued; and

          (c)  the amount and Type(s) of Syndicated Advance(s) into which such
Advance is to be converted or continued and, in the case of a conversion into or
continuation of a Eurodollar Advance, the duration of the Interest Period
applicable thereto.

          2.8 PAYMENT OF INTEREST ON SYNDICATED ADVANCES; CHANGES IN INTEREST
RATE. (a)Interest accrued on each Floating Rate Advance shall be payable in
arrears on the last Business Day of each fiscal quarter, on the Facility
Termination Date, on the date of the reduction of all or any part of the
Aggregate Commitment pursuant to SECTION 2.11 (solely with respect to such
reduced amount) and on the date on which this Agreement is terminated in full
and all of the Obligations hereunder have been paid in full pursuant to SECTION
2.2. Interest accrued on each Eurodollar Advance shall be payable in arrears on
the last day of its applicable Interest Period, on any date on which the
Eurodollar Advance is prepaid, whether by acceleration or otherwise, and at
maturity. Interest accrued on each Eurodollar Advance having an Interest Period
longer than three months shall also be payable on the last day of each
three-month interval during such Interest Period. Interest on Floating Rate
Advances shall be calculated for actual days elapsed on the basis of a 365/366
-day year. Interest on Eurodollar Advances shall be calculated for actual days
elapsed on the basis of a 360-day year. Interest shall be payable for the day a
Syndicated Advance is made but not for the day of any payment on the amount paid
if payment is received prior to 1:00 p.m. (local time) at the place of payment.
If any payment of principal of or interest on a Syndicated Advance shall become
due on a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and, in the case of a principal payment, such extension
of time shall be included in computing interest in connection with such payment.

          (b)  Each Floating Rate Advance shall bear interest on the outstanding
principal amount thereof, for each day from and including the date such Advance
is made or is converted from a Eurodollar Advance into a Floating Rate Advance
pursuant to SECTION 2.7 to but excluding the date it becomes due or is converted
into a Eurodollar Advance pursuant to SECTION 2.7, at a rate per annum equal to
the Floating Rate for such day. Changes in the rate of interest on each
Syndicated Advance maintained as a Floating Rate Advance will take effect
simultaneously with each change in the Alternate Base Rate. Each Eurodollar
Advance shall bear interest from and including the first day of the Interest
Period applicable thereto to (but not including) the last day of such Interest
Period at the Eurodollar Rate determined as applicable to such Eurodollar
Advance. No Interest Period may end after the Facility Termination Date.

          2.9 SWING LINE LOANS. (a) AMOUNT OF SWING LINE LOANS. Upon the
satisfaction of the conditions precedent set forth in SECTIONS 4.1 and 4.2, from
and including the date of this Agreement and prior to the Facility Termination
Date, the Swing Line Lender agrees, on the terms and conditions set forth in
this Agreement, to make Swing Line Loans to the Borrower from time to time in an
amount not to exceed the least of (i) the Swing Line Commitment, (ii) the amount
by which the Aggregate Commitment exceeds the sum of the outstanding principal
amount of Syndicated Advances, Bid Rate Advances and L/C Obligations, or (iii)
the available amount of the Commitment of the Swing Line Lender in its
individual capacity as a Lender hereunder. In furtherance of the foregoing, the
aggregate outstanding principal amount of the Swing Line Loans and Syndicated
Loans made by the Swing Line Lender shall at no time exceed


                                       21
<PAGE>

the Commitment of the Swing Line Lender and, if at any time any such excess
shall exist, the Borrower shall make a mandatory payment sufficient to eliminate
such excess, which payment shall be applied to reduce the outstanding amount of
the Swing Line Loans. Each Swing Line Loan shall be in a minimum amount of
$1,000,000 and increments of $1,000,000 in excess thereof and all interest
payable on the Swing Line Loans shall be payable to the Swing Line Lender for
the account of such Swing Line Lender. In no event shall the number of Swing
Line Loans outstanding at any time be greater than five. The Swing Line Lender
agrees, upon the Borrower's request therefor, promptly to provide information
regarding the applicable interest rate at which the Swing Line Lender will make
Swing Line Loans to the Borrower on the Business Day of such request or the
immediately following Business Day if such request is received after 1:00 p.m.
(Chicago time) (the "MONEY MARKET RATE"), which Money Market Rate, in any event,
shall not exceed the Floating Rate then applicable to Floating Rate Advances.

          (b)  BORROWING NOTICE. The Borrower shall deliver to the
Administrative Agent and the Swing Line Lender an irrevocable notice, in the
form attached hereto as EXHIBIT F-2 (a "SWING LINE BORROWING NOTICE"), signed by
it not later than 11:00 a.m. (Chicago time) on the Borrowing Date of each Swing
Line Loan specifying (i) the applicable Borrowing Date (which shall be a
Business Day) and (ii) the aggregate amount of the requested Swing Line Loan.
The Swing Line Loans shall at all times be Money Market Rate Loans.

          (c)  MAKING OF SWING LINE LOANS. Promptly after receipt of the Swing
Line Borrowing Notice under SECTION 2.9(b), the Administrative Agent shall
notify each Lender of the requested Swing Line Loan. Promptly on the applicable
Borrowing Date, the Swing Line Lender shall make available its Swing Line Loan
in funds immediately available in Chicago, Illinois to the Administrative Agent
at the address specified by the Administrative Agent. The Administrative Agent
will promptly make such funds available to the Borrower.

          (d)  REPAYMENT OF SWING LINE LOANS. Each Swing Line Loan shall be paid
in full by the Borrower on or before the seventh Business Day after the
Borrowing Date for such Swing Line Loan. Outstanding Swing Line Loans may be
repaid from the proceeds of Syndicated Advances, Bid Rate Advances or Swing Line
Loans. Any repayment of a Swing Line Loan shall be accompanied by accrued
interest thereon and shall be in the minimum amount of $500,000 and in
increments of $100,000 in excess thereof or the full amount of such Swing Line
Loan. If the Borrower at any time fails to repay a Swing Line Loan on the
applicable date when due, the Borrower shall be deemed to have elected to borrow
a Floating Rate Advance under SECTION 2.1 as of such date equal in amount to the
unpaid amount of the Swing Line Loan and interest thereon (notwithstanding the
minimum amount of Syndicated Advances as provided in SECTION 2.4). The proceeds
of any such Advance shall be used to repay the Swing Line Loan and interest
thereon. Unless the Required Lenders shall have notified the Swing Line Lender
prior to its making any Swing Line Loan, that the applicable conditions
precedent set forth in ARTICLE IV have not then been satisfied, each Lender's
obligation to make Loans pursuant to SECTION 2.1 and this SECTION 2.9(d) to
repay Swing Line Loans shall be unconditional, continuing, irrevocable and
absolute and shall not be affected by any circumstances, including the
occurrence or continuance of a Default. In the event that any Lender fails to
make payment to the Administrative Agent of any amount due under this SECTION
2.9(d), the Administrative Agent shall be entitled to receive, retain and apply
against such obligation the principal and interest otherwise payable to such
Lender hereunder until the Administrative Agent receives such


                                       22
<PAGE>

payment from such Lender or such obligation is otherwise fully satisfied. In
addition to the foregoing, if for any reason any Lender fails to make payment to
the Administrative Agent of any amount due under this SECTION 2.9(d), such
Lender shall be deemed, at the option of the Administrative Agent, to have
unconditionally and irrevocably purchased from the Swing Line Lender, without
recourse or warranty, an undivided interest in and participation in the
applicable Swing Line Loan in the amount of the Loan such Lender was required to
make pursuant to this SECTION 2.9(d) and such interest and participation may be
recovered from such Lender together with interest thereon at the Federal Funds
Effective Rate for each day during the period commencing on the date of demand
by the Administrative Agent and ending on the date such obligation is fully
satisfied.

          2.10 THE BID RATE ADVANCES. (a) Each Lender severally agrees that, on
the terms and conditions set forth in this Agreement, the Borrower may request
and receive Bid Rate Advances under this SECTION 2.10 from time to time on any
Business Day in the manner set forth below during the period from the date
hereof until the date occurring 30 days prior to the Facility Termination Date
in the manner set forth below; PROVIDED, HOWEVER, that, following the making of
each Bid Rate Advance, the aggregate amount of the Advances then outstanding
plus the aggregate amount of the Swing Line Loans then outstanding plus the
aggregate amount of the L/C Obligations then outstanding shall not exceed the
Aggregate Commitment of the Lenders (computed without regard to any Bid Rate
Reduction) and the aggregate amount of Bid Rate Advances then outstanding shall
not exceed fifty percent (50%) of the Aggregate Commitment of the Lenders
(computed without regard to any Bid Rate Reduction). Notwithstanding the
application of the Bid Rate Reduction for certain designated purposes hereunder,
the Bid Rate Loans made by any Lender shall not reduce such Lender's individual
Commitment hereunder and each Lender shall continue to be required to fund its
full Pro Rata Share of all Syndicated Advances.

          (b)  The procedures for the solicitation and acceptance of Bid Rate
Loans are set forth below:

          (i)  The Borrower may request a Bid Rate Advance under this SECTION
     2.10(b) by giving the Administrative Agent irrevocable notice, in the form
     attached hereto as EXHIBIT F-3 (a "BID RATE ADVANCE BORROWING NOTICE"),
     specifying the date and aggregate amount of the proposed Bid Rate Advance,
     the applicable Bid Rate Interest Period (which shall be the maturity date
     for repayment of each Bid Rate Loan to be made as part of such Bid Rate
     Advance and which shall not be later than the Facility Termination Date),
     and any other terms to be applicable to such Bid Rate Advance, not later
     than 11:00 a.m. (Chicago time) (A) one Business Day prior to the date of
     the proposed Bid Rate Advance, if the Borrower shall specify in the Bid
     Rate Advance Borrowing Notice that the rates of interest to be offered by
     the Lenders shall be absolute rates per annum (such type of solicitation
     being an "ABSOLUTE RATE AUCTION"), and (B) five Business Days prior to the
     date of the proposed Bid Rate Advance, if the Borrower shall specify in the
     Bid Rate Advance Borrowing Notice that the rates of interest to be offered
     by the Lenders shall be rates per annum at a margin greater than or less
     than the Eurodollar Base Rate (such type of solicitation being an "INDEXED
     RATE AUCTION"). The Administrative Agent shall, promptly following its
     receipt of a Bid Rate Advance Borrowing Notice under this SECTION 2.10(b),
     notify each Lender of such request by sending such Lender a


                                       23
<PAGE>

     copy of such Bid Rate Advance Borrowing Notice.

          (ii) Each Lender may, if, in its sole discretion, it elects to do so,
     irrevocably offer to make one or more Bid Rate Loans to the Borrower as
     part of such proposed Bid Rate Advance at a rate or rates of interest
     specified by such Lender in its sole discretion, by notifying the
     Administrative Agent (which shall give prompt notice thereof to the
     Borrower), before 10:00 a.m. (Chicago time) (or if such Lender is the
     Administrative Agent, before 9:45 a.m. (Chicago time)) (A) on the date of
     such proposed Bid Rate Advance, in the case of an Absolute Rate Auction,
     and (B) four Business Days before the date of such proposed Bid Rate
     Advance, in the case of an Indexed Rate Auction of the minimum amount and
     maximum amount of each Bid Rate Loan which such Lender would be willing to
     make as part of such proposed Bid Rate Advance (which amounts may, subject
     to the proviso to the first sentence of SECTION 2.10(a), exceed such
     Lender's Commitment), the rate or rates of interest therefor and such
     Lender's Lending Installation with respect to such Bid Rate Loan.

          (iii) The Borrower shall, in turn, before (A) 11:00 a.m. (Chicago
     time) on the date of such proposed Bid Rate Advance, in the case of an
     Absolute Rate Auction, and (B) 10:00 a.m. (Chicago time) three Business
     Days before the date of such proposed Bid Rate Advance, in the case of an
     Indexed Rate Auction for a Bid Rate Advance, either:

                    (x)  cancel such Bid Rate Advance by giving the
          Administrative Agent notice to that effect, or

                    (y)  accept, subject to SECTION 2.10(d), one or more of the
          offers made by any Lender or Lenders pursuant to SECTION 2.10(b)(ii)
          above, in its sole discretion, by giving notice to the Administrative
          Agent of the amount of each Bid Rate Loan (which amount shall be equal
          to or greater than the minimum amount, and equal to or less than the
          maximum amount, notified to the Borrower by the Administrative Agent
          on behalf of such Lender for such Bid Rate Loan pursuant to SECTION
          2.10(b)(ii)) to be made by each Lender as part of such Bid Rate
          Advance, and reject any remaining offers made by Lenders pursuant to
          SECTION 2.10(b)(ii) by giving the Administrative Agent notice to that
          effect.

          (iv) If the Borrower notifies the Administrative Agent that such Bid
     Rate Advance is canceled pursuant to SECTION 2.10(b)(iii)(xp) above, the
     Administrative Agent shall give prompt notice thereof to the Lenders and
     such Bid Rate Advance shall not be made.

          (v)  If the Borrower accepts one or more of the offers made by any
     Lender or Lenders pursuant to SECTION 2.10(b)(iii)(y) above, the
     Administrative Agent shall in turn promptly notify (A) each Lender that has
     made an offer as described in SECTION 2.10(b)(ii) of the date, of the
     aggregate amount of such Bid Rate Advance and whether or not any offer or
     offers made by such Lender pursuant to SECTION 2.10(b)(ii) have been
     accepted by the Borrower and (B) each Lender that is to make a Bid Rate
     Loan as part of such Bid Rate Advance, of the amount of each Bid Rate Loan
     to be made by such Lender as part of such Bid Rate Advance. Each Lender
     that is to make a Bid Rate Loan as part


                                       24
<PAGE>

     of such Bid Rate Advance shall, not later than the Specified Remittance
     Time on the date of such Bid Rate Advance specified in the notice received
     from the Administrative Agent pursuant to CLAUSE (a) of the preceding
     sentence, make available for the account of its Lending Installation to the
     Administrative Agent at the relevant Payment Office such Lender's portion
     of such Bid Rate Advance, in same day funds. Upon fulfillment of the
     applicable conditions set forth in ARTICLE IV and after receipt by the
     Administrative Agent of such funds, the Administrative Agent will make such
     funds available to the Borrower at the Administrative Agent's address
     specified pursuant to ARTICLE XIII. Promptly after each Bid Rate Advance
     the Administrative Agent will notify each Lender of the amount of the Bid
     Rate Advance, the consequent Bid Rate Reduction and the dates upon which
     such Bid Rate Reduction commenced and will terminate.

          (vi) Notwithstanding the other provisions of this SECTION 2.10(b), the
     Borrower may elect at its own discretion to assume the responsibilities of
     the Administrative Agent in connection with the solicitation and acceptance
     of Bid Rate Loans as described in this section. In the event that the
     Borrower makes the election described in this subsection, all notices to be
     given by the Borrower to the Administrative Agent pursuant to this SECTION
     2.10(b) shall be given by the Borrower directly to the Administrative Agent
     and the Lenders, all notices to be given by the Administrative Agent to the
     Lenders pursuant to this SECTION 2.10(b) shall be given by the Borrower to
     the Lenders, and all notices to be given by the Lenders to the
     Administrative Agent pursuant to this SECTION 2.10(b) shall be given by the
     Lenders to the Borrower and the Administrative Agent.

          (c)  Each Bid Rate Advance shall be in an aggregate amount not less
than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, and,
following the making of each Bid Rate Advance, the Borrower shall be in
compliance with the limitation set forth in the proviso to the first sentence of
SECTION 2.10(a).

          (d)  Each acceptance by the Borrower pursuant to SECTION
2.10(b)(iii)(y) of the offers made in response to a Bid Rate Advance Borrowing
Notice shall be treated as an acceptance of such offers in ascending order of
the rates or margins, as applicable, at which the same were made but if, as a
result thereof, two or more offers at the same such rate or margin would be
partially accepted, then the amounts of the Bid Rate Loans in respect of which
such offers are accepted shall be treated as being the amounts which bear the
same proportion to one another as the respective amounts of the Bid Rate Loans
so offered bear to one another but, in each case, rounded as the Administrative
Agent (or the Borrower in the event the Borrower runs the bid rate process under
CLAUSE (b)(vi) above) may consider necessary to ensure that the amount of each
such Bid Rate Loan is $5,000,000 or an integral multiple thereof.

          (e)  Within the limits and on the conditions set forth in this SECTION
2.10, the Borrower may from time to time borrow under this SECTION 2.10, repay
pursuant to SECTION 2.10(f) below, and reborrow under this SECTION 2.10.

          (f) The Borrower shall repay to the Administrative Agent for the
account of each Lender which has made a Bid Rate Loan to it, on the maturity
date of such Bid Rate Loan (such maturity date being the last day of the Bid
Rate Interest Period specified by the Borrower for repayment of such Bid Rate
Loan in the related Bid Rate Advance Borrowing Notice), or, if


                                       25
<PAGE>

earlier, the acceleration of the Obligations pursuant to SECTION 8.1, the then
unpaid principal amount of such Bid Rate Loan. The Borrower shall have no right
to prepay any principal amount of any Bid Rate Loan unless, and then only on the
terms, specified by the Borrower for such Bid Rate Loan in the related Bid Rate
Advance Borrowing Notice and subject to SECTION 3.4.

          (g)  The Borrower shall pay interest on the unpaid principal amount of
each Bid Rate Loan made to it, from the date of such Bid Rate Loan to the date
the principal amount of such Bid Rate Loan is repaid in full, at the rate of
interest for such Bid Rate Loan specified by the Lender making such Bid Rate
Loan in the related notice submitted by such Lender pursuant to SECTION
2.10(b)(ii), payable on the interest payment date or dates specified by the
Borrower for such Bid Rate Loan in the related Bid Rate Advance Borrowing Notice
and on any date on which such Bid Rate Loan is prepaid, whether by acceleration
or otherwise, and at maturity. In the event the term of any Bid Rate Loan shall
be longer than three months, interest thereon shall be payable not less
frequently than once each three-month period during such term. Interest on Bid
Rate Advances shall be calculated for actual days elapsed on the basis of a
360-day year.

          2.11 FACILITY FEE; UTILIZATION FEE; ADJUSTMENTS IN AGGREGATE
COMMITMENT.

          (a)  FACILITY FEE. The Borrower agrees to pay to the Administrative
Agent for the account of each Lender a facility fee at a rate per annum equal to
the Applicable Facility Fee Rate in effect from time to time on such Lender's
Commitment (determined without giving effect to any Bid Rate Reduction or any
other usage of the Commitments), whether used or unused, from the date hereof
until the date on which this Agreement is terminated in full and all of the
Obligations hereunder have been paid in full pursuant to SECTION 2.2. Such
facility fees shall be payable in arrears on the last Business Day of each
March, June, September and December, on the Facility Termination Date, on the
date of the reduction of all or any part of the Aggregate Commitment pursuant to
SECTION 2.11(c) (solely with respect to such reduced amount) and on the date on
which this Agreement is terminated in full and all of the Obligations hereunder
have been paid in full pursuant to SECTION 2.2. Facility fees shall be
calculated for actual days elapsed on the basis of a 360-day year.

          (b)  UTILIZATION FEE. For each day from and after the date hereof on
which the Combined Utilized Amount exceeds fifty percent (50%) of the Combined
Commitment, the Borrower agrees to pay to the Administrative Agent, for the
ratable account of each Lender, a utilization fee at a rate per annum equal to
the Applicable Utilization Fee Rate in effect from time to time on the sum of
all Loans (including all Syndicated Loans, Bid Rate Loans and Swing Line Loans)
and L/C Obligations, payable from the date hereof until the date on which this
Agreement is terminated in full and all of the Obligations hereunder have been
paid in full pursuant to SECTION 2.2. Such utilization fees shall be payable in
arrears on the last Business Day of each March, June, September and December, on
the Facility Termination Date, on the date of the reduction of all or any part
of the Aggregate Commitment pursuant to SECTION 2.11(c) and on the date on which
this Agreement is terminated in full and all of the Obligations hereunder have
been paid in full pursuant to SECTION 2.2. Utilization fees shall be calculated
for actual days elapsed on the basis of a 360-day year.


                                       26
<PAGE>

          (c)  REDUCTIONS IN AGGREGATE COMMITMENT. The Borrower may permanently
reduce the Aggregate Commitment in whole or in part ratably among the Lenders in
a minimum amount of $15,000,000 and integral multiples of $2,500,000 in excess
thereof, upon at least two Business Days' written notice to the Administrative
Agent, which notice shall specify the amount of any such reduction; PROVIDED,
HOWEVER, that the amount of the Aggregate Commitment may not be reduced below
the sum of the aggregate principal amount of the outstanding Advances and the
aggregate outstanding L/C Obligations and Swing Line Loans.

          (d)  INCREASE OF AGGREGATE COMMITMENT. At any time the Borrower may,
on the terms set forth below, request that the Aggregate Commitment hereunder be
increased; provided, that (i) the Aggregate Commitment hereunder at no time
shall exceed $400,000,000, (ii) the Combined Commitment at no time shall exceed
$750,000,000, (iii) each such request shall be in a minimum amount of at least
$10,000,000 and in increments of $5,000,000 in excess thereof, (iv) an increase
in the Aggregate Commitment hereunder may only be made at a time when no Default
or Unmatured Default shall have occurred and be continuing, (v) each Lender
shall be offered a pro rata share of any requested increase prior to the
Borrower, the Administrative Agent and the Syndication Agents inviting any
additional financial institutions to become a Lender hereunder, and (vi) no
Lender's Commitment shall be increased under this SECTION 2.11(d) without its
consent. In the event of such a requested increase in the Aggregate Commitment,
any financial institution which the Borrower, the Administrative Agent and the
Syndication Agents invite to become a Lender or to increase its Commitment may
set the amount of its Commitment at a level agreed to by the Borrower, the
Administrative Agent and the Syndication Agents. In the event that the Borrower
and one or more of the Lenders (or other financial institutions) shall agree
upon such an increase in the Aggregate Commitment (i) the Borrower, the
Administrative Agent and each Lender or other financial institution increasing
its Commitment or extending a new Commitment shall enter into an amendment to
this Agreement setting forth the amounts of the Commitments, as so increased,
providing that the financial institutions extending new Commitments shall be
Lenders for all purposes under this Agreement, and setting forth such additional
provisions as the Administrative Agent shall consider reasonably appropriate and
(ii) the Borrower shall furnish, if requested, a new Note to each financial
institution that is extending a new Commitment or increasing its Commitment. No
such amendment shall require the approval or consent of any Lender whose
Commitment is not being increased. Upon the execution and delivery of such
amendment as provided above, and upon satisfaction of such other conditions as
the Administrative Agent may reasonably specify upon the request of the
financial institutions that are extending new Commitments (including, without
limitation, the Administrative Agent administering the reallocation of any
outstanding Loans ratably among the Lenders after giving effect to each such
increase in the Aggregate Commitment, and the delivery of certificates, evidence
of corporate authority and legal opinions on behalf of the Borrower), this
Agreement shall be deemed to be amended accordingly.

          2.12 RATES APPLICABLE AFTER DEFAULT. Notwithstanding anything to the
contrary contained in SECTION 2.8, during the continuance of a Default or
Unmatured Default no Syndicated Advance may be made as, converted into or
continued past the end of the applicable Interest Period as a Eurodollar
Advance. During the continuance of a Default upon notice given to the Borrower,
(a) each Advance shall bear interest until paid in full at a rate per annum
equal to the then-applicable rate of interest, as the case may be, plus two
percent (2.0%) per annum and


                                       27
<PAGE>

(b) the letter of credit fees payable under SECTION 2.20.5 shall be increased by
two percent (2.0%) per annum.

          2.13 METHOD OF PAYMENT. All payments of the Obligations hereunder
shall be made, without setoff, deduction, or counterclaim, in immediately
available funds to the Administrative Agent at the Administrative Agent's
address specified pursuant to ARTICLE XIII, or at any other Lending Installation
of the Administrative Agent specified in writing by the Administrative Agent to
the Borrower, by 1:00 p.m. (local time) on the date when due and shall be
remitted by the Administrative Agent to the Lenders according to their
respective interests therein. Each payment delivered to the Administrative Agent
for the account of any Lender shall be delivered promptly by the Administrative
Agent to such Lender in the same type of funds that the Administrative Agent
received at its address specified pursuant to ARTICLE XIII or at any Lending
Installation specified in a notice received by the Administrative Agent from
such Lender. The Administrative Agent is hereby authorized, but is not
obligated, to charge the accounts of the Borrower maintained with Bank One into
which proceeds of Advances are remitted pursuant to SECTION 2.6 for each payment
of interest and fees as it becomes due hereunder, for each payment of principal,
in accordance with the applicable Prepayment Notice or when otherwise due and
payable in accordance with the terms hereof, and for each payment of
Reimbursement Obligations when due and payable in accordance with the terms
hereof.

          2.14 EVIDENCE OF DEBT (OPTIONAL NOTES); TELEPHONIC NOTICES.

          (a)  EVIDENCE OF DEBT (OPTIONAL NOTES).

          (i)  Each Lender shall maintain in accordance with its usual practice
     an account or accounts evidencing the indebtedness of the Borrower to such
     Lender resulting from each Loan made by such Lender from time to time,
     including the amounts of principal and interest payable and paid to such
     Lender from time to time hereunder.

          (ii) The Administrative Agent shall also maintain accounts in which it
     will record (a) the amount of each Loan made hereunder, and, to the extent
     applicable, the Type thereof and the interest period with respect thereto,
     (b) the amount of any principal or interest due and payable or to become
     due and payable from the Borrower to each Lender hereunder and (c) the
     amount of any sum received by the Administrative Agent hereunder from the
     Borrower and each Lender's share thereof.

          (iii) The entries in the accounts maintained pursuant to CLAUSES (i)
     and (ii) above shall be prima facie evidence of the existence and amounts
     of the Obligations therein recorded; PROVIDED, HOWEVER, that the failure of
     the Administrative Agent or any Lender to maintain such accounts or any
     error therein shall not in any manner affect the obligation of the Borrower
     to repay the Obligations in accordance with their terms.

          (iv) Any Lender may request that its Loans be evidenced by one or more
     Notes. In such event, the Borrower shall execute and deliver to such Lender
     the applicable Note or Notes payable to the order of such Lender.
     Thereafter, the Loans evidenced by any such Note and interest thereon shall
     at all times (including after any assignment pursuant to SECTION 12.3) be
     represented by one or more Notes payable to the


                                       28
<PAGE>

     order of the payee named therein or any assignee pursuant to SECTION 12.3,
     except to the extent that any such Lender or assignee subsequently returns
     any such Note for cancellation and requests that such Loans once again be
     evidenced as described in CLAUSES (I) and (II) above.

          (b)  TELEPHONIC NOTICES. The Borrower hereby authorizes the Lenders
and the Administrative Agent to extend, convert or continue Advances and effect
selections of Types of Syndicated Advances based on telephonic notices made by
any person or persons the Administrative Agent in good faith believes to be
acting on behalf of the Borrower. The Borrower agrees to deliver promptly to the
Administrative Agent a written confirmation, if such confirmation is requested
by the Administrative Agent or any Lender, of each telephonic notice signed by
an Authorized Officer. If the written confirmation differs in any material
respect from the action taken by the Administrative Agent and the Lenders, the
records of the Administrative Agent of the relevant telephonic notice shall
govern absent manifest error.

          2.15 NOTIFICATION OF ADVANCES, INTEREST RATES, PREPAYMENTS AND
COMMITMENT REDUCTIONS. Promptly after receipt thereof, the Administrative Agent
will notify each Lender of the contents of each Aggregate Commitment reduction
notice, Borrowing Notice, Conversion/Continuation Notice and Prepayment Notice
received by it hereunder. The Administrative Agent will notify each Lender of
the interest rate applicable to each Eurodollar Advance promptly upon
determination of such interest rate and will give each Lender prompt notice of
each change in the Alternate Base Rate.

          2.16 LENDING INSTALLATIONS. Each Lender may book its Loans at any one
or more Lending Installations selected by such Lender and may change any such
Lending Installation from time to time. All terms of this Agreement shall apply
to any such Lending Installation and any Notes requested by such Lender shall be
deemed held by such Lender for the benefit of such Lending Installation. Each
Lender may, by written or telex notice to the Administrative Agent and the
Borrower, designate a Lending Installation through which Loans will be made by
it and for whose account Loan payments are to be made.

          2.17 NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT. Unless the
Borrower or a Lender, as the case may be, notifies the Administrative Agent
prior to the date on which it is scheduled to make payment to the Administrative
Agent of (a) in the case of a Lender, the proceeds of a Loan or (b) in the case
of the Borrower, a payment of principal, interest or fees to the Administrative
Agent for the account of the Lenders, that it does not intend to make such
payment, the Administrative Agent may assume that such payment has been made.
The Administrative Agent may, but shall not be obligated to, make the amount of
such payment available to the intended recipient in reliance upon such
assumption. If such Lender or the Borrower, as the case may be, has not in fact
made such payment to the Administrative Agent, the recipient of such payment
shall, on demand by the Administrative Agent, repay to the Administrative Agent
the amount so made available together with interest thereon in respect of each
day during the period commencing on the date such amount was so made available
by the Administrative Agent until the date the Administrative Agent recovers
such amount at a rate per annum equal to (a) in the case of repayment by a
Lender, the Federal Funds Effective Rate for such day or (b) in the case of
repayment by the Borrower, the interest rate applicable to the relevant Loan.


                                       29
<PAGE>

          2.18 WITHHOLDING TAX EXEMPTION. At least five Business Days prior to
the first date on which interest or fees are payable hereunder for the account
of any Lender, each Lender that is not incorporated under the laws of the United
States of America, or a state thereof, agrees that it will deliver to each of
the Borrower and the Administrative Agent two duly completed copies of United
States Internal Revenue Service Form W-8BEN or W-8ECI, or successor applicable
form, certifying in either case that such Lender is entitled to receive payments
under this Agreement and the Notes (if requested) without deduction or
withholding of any United States federal income taxes. Each Lender which so
delivers a Form W-8BEN or W-8ECI, or successor applicable form, further
undertakes to deliver to each of the Borrower and the Administrative Agent two
additional copies of such form (or any successor form or related form as may
from time to time be required under applicable law) on or before the date that
such form expires or becomes obsolete or after the occurrence of any event
requiring a change in the most recent forms so delivered by it, and such
amendments thereto or extensions or renewals thereof as may be reasonably
requested by the Borrower or the Administrative Agent, in each case certifying
that such Lender is entitled to receive payments under this Agreement and the
Notes (if requested) without deduction or withholding of any United States
federal income taxes, unless an event (including without limitation any change
in treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form with respect to it and such Lender advises the Borrower and the
Administrative Agent that it is not capable of receiving payments without any
deduction or withholding of United States federal income tax.

          2.19 TERMINATION. All unpaid Obligations shall be paid in full by the
Borrower on the Facility Termination Date; PROVIDED, HOWEVER, that (a) all
Syndicated Loans made in connection with any of the Letters of Credit shall be
paid in full by the Borrower on the later of the Facility Termination Date and
the Business Day immediately following the date the relevant Syndicated Loan is
made, and (b) nothing in this SECTION 2.19 shall be construed as limiting or
modifying the obligation of the Borrower to repay any or all of the outstanding
Obligations at any earlier time in accordance with the terms of this Agreement.

          2.20 LETTER OF CREDIT FACILITY.

          2.20.1 OBLIGATION TO ISSUE. Subject to the terms and conditions of
this Agreement and in reliance upon the representations, warranties and
covenants of the Borrower herein set forth, each Issuing Lender hereby agrees to
issue for the account of the Borrower through such Issuing Lender's branches as
it and the Borrower may jointly agree, one or more Letters of Credit in
accordance with this SECTION 2.20, from time to time during the period,
commencing on the date hereof and ending on the third Business Day prior to the
Facility Termination Date; PROVIDED, HOWEVER, no Issuing Lender shall have any
obligation to issue any Letter of Credit if, after taking into account such
issuance, the aggregate L/C Obligations outstanding under Letters of Credit
issued by it would exceed the amount specified on SCHEDULE 2.20 next to its
name. SCHEDULE 2.20 may be updated from time to time by the Administrative Agent
in connection with the addition of any Issuing Lender.

          2.20.2 TYPES AND AMOUNTS. No Issuing Lender shall have any obligation
to and no Issuing Lender shall:


                                       30
<PAGE>

          (i)  issue any Letter of Credit if on the date of issuance, before or
     after giving effect to the Letter of Credit requested hereunder, (a) the
     amount of the Advances, the L/C Obligations and the Swing Line Loans
     outstanding at such time would exceed the Aggregate Commitment or (b) the
     aggregate outstanding amount of the L/C Obligations would exceed
     $100,000,000; or

          (ii) issue any Letter of Credit which has an expiration date later
     than the date which is the earlier of one (1) year after the date of
     issuance thereof or three (3) Business Days immediately preceding the
     Facility Termination Date.

          2.20.3 CONDITIONS. In addition to being subject to the satisfaction of
the conditions contained in SECTIONS 4.1 and 4.2, the obligation of an Issuing
Lender to issue any Letter of Credit is subject to the satisfaction in full of
the following conditions:

          (i)  the Borrower shall have delivered to the applicable Issuing
     Lender at such times and in such manner as such Issuing Lender may
     reasonably prescribe, a written request for issuance of such Letter of
     Credit, duly executed applications for such Letter of Credit, and such
     other documents, instructions and agreements as may be reasonably required
     pursuant to the terms thereof, and the proposed Letter of Credit shall be
     reasonably satisfactory to such Issuing Lender as to form and content; and

          (ii) as of the date of issuance no order, judgment or decree of any
     court, arbitrator or Governmental Authority shall purport by its terms to
     enjoin or restrain the applicable Issuing Lender from issuing such Letter
     of Credit and no law, rule or regulation applicable to such Issuing Lender
     and no request or directive (whether or not having the force of law) from a
     Governmental Authority with jurisdiction over such Issuing Lender shall
     prohibit or request that such Issuing Lender refrain from the issuance of
     Letters of Credit generally or the issuance of that Letter of Credit.

If any provision in a letter of credit application delivered in connection with
the foregoing is inconsistent with or more restrictive than a provision
contained in this Agreement, the provisions contained in this Agreement shall
control.

          2.20.4 PROCEDURE FOR ISSUANCE OF LETTERS OF CREDIT.

          (a)  Subject to the terms and conditions of this SECTION 2.20 and
provided that the applicable conditions set forth in SECTIONS 4.1 and 4.2 hereof
have been satisfied, the applicable Issuing Lender shall, on the requested date,
issue a Letter of Credit on behalf of the Borrower in accordance with such
Issuing Lender's usual and customary business practices and, in this connection,
such Issuing Lender may assume that the applicable conditions set forth in
SECTION 4.2 hereof have been satisfied unless it shall have received notice to
the contrary from the Administrative Agent or a Lender or has knowledge that the
applicable conditions have not been met.

          (b)  The applicable Issuing Lender shall give the Administrative Agent
written or telex notice, or telephonic notice confirmed promptly thereafter in
writing, of the issuance of a Letter of Credit, PROVIDED, HOWEVER, that the
failure to provide such notice shall not result in any liability on the part of
such Issuing Lender.


                                       31
<PAGE>

          (c)  No Issuing Lender shall extend or amend any Letter of Credit
unless the requirements of this SECTION 2.20 are met as though a new Letter of
Credit was being requested and issued.

          2.20.5 LETTER OF CREDIT PARTICIPATION. Unless a Lender shall have
notified the Issuing Lender, prior to its issuance of a Letter of Credit, that
any applicable condition precedent set forth in SECTIONS 4.1 and 4.2 had not
then been satisfied immediately upon the issuance of each Letter of Credit
hereunder, each Lender shall be deemed to have automatically, irrevocably and
unconditionally purchased and received from the applicable Issuing Lender an
undivided interest and participation in and to such Letter of Credit, the
obligations of the Borrower in respect thereof, and the liability of such
Issuing Lender thereunder (collectively, an "L/C INTEREST") in an amount equal
to the amount available for drawing under such Letter of Credit multiplied by
such Lender's Pro Rata Share. Each Issuing Lender will notify each Lender
promptly upon presentation to it of an L/C Draft or upon any other draw under a
Letter of Credit. On or before the Business Day on which an Issuing Lender makes
payment of each such L/C Draft or, in the case of any other draw on a Letter of
Credit, on demand by the Administrative Agent, each Lender shall make payment to
the Administrative Agent, for the account of the applicable Issuing Lender, in
immediately available funds in an amount equal to such Lender's Pro Rata Share
of the amount of such payment or draw. The obligation of each Lender to
reimburse the Issuing Lenders under this SECTION 2.20.5 shall be unconditional,
continuing, irrevocable and absolute. In the event that any Lender fails to make
payment to the Administrative Agent of any amount due under this SECTION 2.20.5,
the Administrative Agent shall be entitled to receive, retain and apply against
such obligation the principal and interest otherwise payable to such Lender
hereunder until the Administrative Agent receives such payment from such Lender
or such obligation is otherwise fully satisfied; PROVIDED, HOWEVER, that nothing
contained in this sentence shall relieve such Lender of its obligation to
reimburse the applicable Issuing Lender for such amount in accordance with this
SECTION 2.20.5.

          2.20.6 REIMBURSEMENT OBLIGATION. The Borrower agrees unconditionally,
irrevocably and absolutely to pay immediately to the Administrative Agent, for
the account of the Lenders, the amount of each advance which may be drawn under
or pursuant to a Letter of Credit or an L/C Draft related thereto (such
obligation of the Borrower to reimburse the Administrative Agent for an advance
made under a Letter of Credit or L/C Draft being hereinafter referred to as a
"REIMBURSEMENT OBLIGATION" with respect to such Letter of Credit or L/C Draft).
If the Borrower at any time fails to repay a Reimbursement Obligation pursuant
to this SECTION 2.20.6, the Borrower shall be deemed to have elected to borrow
Floating Rate Loans from the Lenders, as of the date of the advance giving rise
to the Reimbursement Obligation, equal in amount to the amount of the unpaid
Reimbursement Obligation. Such Floating Rate Loans shall be made as of the date
of the payment giving rise to such Reimbursement Obligation, automatically,
without notice and without any requirement to satisfy the conditions precedent
otherwise applicable to an Advance of Floating Rate Loans. Such Floating Rate
Loans shall constitute a Floating Rate Advance, the proceeds of which Advance
shall be used to repay such Reimbursement Obligation. If, for any reason, the
Borrower fails to repay a Reimbursement Obligation on the day such Reimbursement
Obligation arises and, for any reason, the Lenders are unable to make or have no
obligation to make Floating Rate Loans, then such Reimbursement Obligation shall
bear interest from and after such day, until paid in full, at the interest rate
applicable to a Floating Rate Advance.


                                       32
<PAGE>

          2.20.7 LETTER OF CREDIT FEES. The Borrower agrees to pay (a) to the
Administrative Agent for the ratable benefit of the Lenders, a letter of credit
fee equal to (i) for standby Letters of Credit, the Eurodollar Applicable Margin
in effect from time to time on the aggregate daily amount available for drawing
under the outstanding standby Letters of Credit and (ii) for commercial Letters
of Credit, fifty percent (50%) of the Eurodollar Applicable Margin in effect
from time to time on the aggregate daily amount available for drawing under the
outstanding commercial Letters of Credit, such fees described in CLAUSES (a)(i)
and (ii) to be paid in arrears on the last Business Day of each calendar quarter
and on the Facility Termination Date and (b) to the Administrative Agent for the
benefit of the Issuing Lenders, a fronting fee in an amount agreed to between
the Borrower and the applicable Issuing Lender on the aggregate daily amount
available for drawing under their respective outstanding Letters of Credit, to
be paid in arrears on the last Business Day of each calendar quarter and on the
Facility Termination Date and all customary fees and other issuance, amendment,
negotiation and presentment expenses and related charges in connection with the
issuance, amendment, presentation of L/C Drafts, and the like customarily
charged by the applicable Issuing Lender with respect to standby letters of
credit and commercial letters of credit, including, without limitation, standard
commissions with respect to commercial letters of credit, payable at the time of
invoice of such amounts.

          2.20.8 ISSUING LENDER REPORTING REQUIREMENTS. In addition to the
notices required by SECTION 2.20.4, each Issuing Lender shall, no later than the
tenth Business Day following the last day of each month, provide to the
Administrative Agent, upon the Administrative Agent's request, schedules, in
form and substance reasonably satisfactory to the Administrative Agent, showing
the date of issue, account party, amount, expiration date and the reference
number of each Letter of Credit issued by it outstanding at any time during such
month and the aggregate amount payable by the Borrower during such month. In
addition, upon the request of the Administrative Agent, each Issuing Lender
shall furnish to the Administrative Agent copies of any Letter of Credit and any
application for or reimbursement agreement with respect to a Letter of Credit to
which such Issuing Lender is party and such other documentation as may
reasonably be requested by the Administrative Agent. Upon the request of any
Lender, the Administrative Agent will provide to such Lender information
concerning such Letters of Credit.

          2.20.9 INDEMNIFICATION; EXONERATION. (a)In addition to amounts payable
as elsewhere provided in this SECTION 2.20, the Borrower hereby agrees to
protect, indemnify, pay and save harmless the Administrative Agent, each Issuing
Lender and each Lender from and against any and all liabilities and costs which
the Administrative Agent, such Issuing Lender or such Lender may incur or be
subject to as a consequence, direct or indirect, of (i) the issuance of any
Letter of Credit other than, in the case of the applicable Issuing Lender, as a
result of its Gross Negligence or willful misconduct, as determined by the final
judgment of a court of competent jurisdiction, or (ii) the failure of the
applicable Issuing Lender to honor a drawing under a Letter of Credit as a
result of any act or omission, whether rightful or wrongful, of any present or
future DE JURE or DE FACTO Governmental Authority (all such acts or omissions
herein called "GOVERNMENTAL ACTS").

          (b)  As among the Borrower, the Lenders, the Administrative Agent and
the Issuing Lenders, the Borrower assumes all risks of the acts and omissions
of, or misuse of such Letter of Credit by, the beneficiary of any Letters of
Credit. In furtherance and not in limitation


                                       33
<PAGE>

of the foregoing, subject to the provisions of the Letter of Credit applications
and Letter of Credit reimbursement agreements executed by the Borrower at the
time of request for any Letter of Credit, neither the Administrative Agent, any
Issuing Lender nor any Lender shall be responsible (in the absence of Gross
Negligence or willful misconduct in connection therewith, as determined by the
final judgment of a court of competent jurisdiction): (i) for the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of
the Letters of Credit that appears on its face to comply in all material
respects with the requirements of the Letter of Credit, even if it should in
fact prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged; (ii) for the validity or sufficiency of any instrument
that appears on its face to comply in all material respects with the
requirements of the Letter of Credit 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; (iii) for failure of the beneficiary of a Letter of
Credit to comply duly with conditions required in order to draw upon such Letter
of Credit; (iv) for errors, omissions, interruptions or delays in transmission
or delivery of any messages, by mail, cable, telegraph, telex, or other similar
form of teletransmission or otherwise; (v) for errors in interpretation of
technical trade terms; (vi) for any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under any Letter
of Credit or of the proceeds thereof; (vii) for the misapplication by the
beneficiary of a Letter of Credit of the proceeds of any drawing under such
Letter of Credit; and (viii) for any consequences arising from causes beyond the
control of the Administrative Agent, the Issuing Lenders and the Lenders,
including, without limitation, any Governmental Acts. None of the above shall
affect, impair, or prevent the vesting of any Issuing Lender's rights or powers
under this SECTION 2.20.9.

          (c)  In furtherance and extension and not in limitation of the
specific provisions hereinabove set forth, any action taken or omitted by any
Issuing Lender under or in connection with the Letters of Credit or any related
certificates shall not, in the absence of Gross Negligence or willful
misconduct, as determined by the final judgment of a court of competent
jurisdiction, put the applicable Issuing Lender, the Administrative Agent or any
Lender under any resulting liability to the Borrower or relieve the Borrower of
any of its obligations hereunder to any such Person.

          (d)  Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this SECTION 2.20 shall survive the payment in full of principal and interest
hereunder, the termination of the Letters of Credit and the termination of this
Agreement.

          2.20.10 CASH COLLATERAL. Notwithstanding anything to the contrary
herein or in any application for a Letter of Credit, after the occurrence and
during the continuance of Default, the Borrower shall, upon the Administrative
Agent's demand, deliver to the Administrative Agent for the benefit of the
Lenders and the Issuing Lenders, cash, or other collateral of a type
satisfactory to the Required Lenders, having a value, as determined by such
Lenders, equal to the aggregate outstanding L/C Obligations. In addition, if the
available Aggregate Commitment is at any time less than the amount of contingent
L/C Obligations outstanding at any time, the Borrower shall deposit cash
collateral with the Administrative Agent in an amount equal to the amount by
which such L/C Obligations exceed such available Aggregate Commitment. Any


                                       34
<PAGE>

such collateral shall be held by the Administrative Agent in a separate
interest-bearing account appropriately designated as a cash collateral account
in relation to this Agreement and the Letters of Credit and retained by the
Administrative Agent for the benefit of the Lenders and the Issuing Lenders as
collateral security for the Borrower's obligations in respect of this Agreement
and each of the Letters of Credit and L/C Drafts. Such amounts shall be applied
to reimburse the Issuing Lenders for drawings or payments under or pursuant to
Letters of Credit or L/C Drafts, or if no such reimbursement is required, to
payment of such of the other Obligations as the Administrative Agent shall
determine. If no Default shall be continuing, amounts remaining in any cash
collateral account established pursuant to this SECTION 2.20.10 which are not to
be applied to reimburse an Issuing Lender for amounts actually paid or to be
paid by such Issuing Lender in respect of a Letter of Credit or L/C Draft, shall
be returned to the Borrower (after deduction of the Administrative Agent's
expenses incurred in connection with such cash collateral account).

          2.21 PRICING. The Eurodollar Applicable Margin, the Applicable
Facility Fee Rate and the Applicable Utilization Fee Rate for any period shall
be determined on the basis of the publicly announced ratings ("CREDIT RATINGS")
by Moody's and S&P on the Borrower's Rated Debt during such period, in each case
in accordance with the table set forth below, to change when and as such Credit
Ratings change. For purposes of determining the Applicable Margin, the
Applicable Facility Fee Rate and the Applicable Utilization Fee Rate with
respect to any period:

          (i)  Any change in the Credit Rating shall be deemed to become
     effective on the date of public announcement thereof and shall remain in
     effect until the date of public announcement that such Credit Rating shall
     no longer be in effect. If any change in Credit Rating occurs during an
     Interest Period, the new Eurodollar Applicable Margin, Applicable Facility
     Fee Rate and Applicable Utilization Fee Rate shall become effective from
     the date of the public announcement.

          (ii) If, during any period, either Moody's or S&P shall not have a
     publicly-announced Credit Rating with respect to the Borrower's Rated Debt,
     the Credit Rating announced by the other rating agency with respect thereto
     shall be used.

          (iii) Except as provided below, in the event that the Credit Ratings
     publicly announced by Moody's and S&P with respect to the Borrower's Rated
     Debt appear in more than one column of the table, the Eurodollar Applicable
     Margin, the Applicable Facility Fee Rate and the Applicable Utilization Fee
     Rate will be based on the column which includes the highest rating;
     PROVIDED, HOWEVER, that if there exists a differential of two or more
     levels between the Credit Rating publicly announced by Moody's and the
     Credit Rating publicly announced by S & P, then the Credit Rating which is
     one level below the higher announced Credit Rating will determine the
     Eurodollar Applicable Margin, the Applicable Facility Fee Rate and the
     Applicable Utilization Fee Rate.

          (iv) If, during any period, neither Moody's nor S&P shall have
     publicly announced a Credit Rating with respect to the Borrower's Rated
     Debt, the Eurodollar Applicable Margin, the Applicable Facility Fee Rate
     and the Applicable Utilization Fee Rate shall be the margins set forth
     under the column entitled "No Other Pricing Level Applies."


                                       35
<PAGE>

                          EURODOLLAR APPLICABLE MARGINS
                          APPLICABLE FACILITY FEE RATES
                      AND APPLICABLE UTILIZATION FEE RATES
                                (IN BASIS POINTS)

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------
  CREDIT RATINGS    AT LEAST A   AT LEAST A-   AT LEAST BBB+  AT LEAST BBB  AT LEAST BBB-  NO OTHER
                   FROM S&P OR   FROM S&P OR    FROM S&P OR     FROM S&P     FROM S&P OR   PRICING
                     A2 FROM       A3 FROM       Baa1 FROM    OR Baa2 FROM    Baa3 FROM    LEVEL APPLIES
                     MOODY'S       MOODY'S        MOODY'S       MOODY'S        MOODY'S
--------------------------------------------------------------------------------------------------------
<S>                 <C>          <C>           <C>             <C>           <C>            <C>
Eurodollar
Applicable Margin      16.5         27.5          37.5            60.0          80.0           95.0
--------------------------------------------------------------------------------------------------------
Applicable             8.5           10.0          12.5           15.0          20.0           30.0
Facility Fee
--------------------------------------------------------------------------------------------------------
Applicable
Utilization            12.5          12.5          12.5           12.5          20.0           20.0
Fee Rate
--------------------------------------------------------------------------------------------------------
</TABLE>


                                  ARTICLE III
                             CHANGE IN CIRCUMSTANCES

          3.1 YIELD PROTECTION. If any law or any governmental or
quasi-governmental rule, regulation, policy, guideline or directive (whether or
not having the force of law), or any interpretation thereof, or the compliance
by any Lender therewith,

          (a)  subjects any Lender or any applicable Lending Installation to any
tax, duty, charge or withholding on or from payments due from the Borrower
(excluding federal taxation of the overall net income of any Lender, franchise
taxes and branch profit taxes), or changes the basis of taxation of payments to
any Lender or any applicable Lending Installation in respect of its Loans, L/C
Interests or other amounts due it hereunder, or

          (b)  imposes or increases or deems applicable any reserve, assessment,
insurance charge, special deposit or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any Lender or any
applicable Lending Installation (other than reserves and assessments taken into
account in determining the interest rate applicable to Eurodollar Advances), or

          (c)  imposes any other condition, in each case, the result of which is
to increase the cost to any Lender or any applicable Lending Installation of
making, funding or maintaining Loans or issuing or participating in Letters of
Credit or reduces any amount receivable by any Lender or any applicable Lending
Installation in connection with Loans or Letters of Credit, or requires any
Lender or any applicable Lending Installation to make any


                                       36
<PAGE>

payment calculated by reference to the amount of Loans or Letters of Credit
held, or interest received by it, by an amount deemed material by such Lender,

then, within 15 days of demand by such Lender, the Borrower shall pay such
Lender that portion of such increased expense incurred or reduction in an amount
received which such Lender reasonably determines is attributable to making,
funding and maintaining its Loans, its L/C Interests, the Letters of Credit and
its Commitment.

          3.2 CHANGES IN CAPITAL ADEQUACY REGULATIONS. If a Lender determines
that the amount of capital required or expected to be maintained by such Lender,
any Lending Installation of such Lender or any corporation controlling such
Lender is increased as a result of a Change (as defined below in this SECTION
3.2), then, within 15 days of demand by such Lender, the Borrower shall pay such
Lender the amount necessary to compensate for any shortfall in the rate of
return on the portion of such increased capital which such Lender reasonably
determines is attributable to this Agreement, its Loans, its L/C Interests, the
Letters of Credit or its obligation to make Loans or participate in Letters of
Credit hereunder (after taking into account such Lender's or such controlling
corporation's policies as to capital adequacy). "CHANGE" means (a) any change
after the date of this Agreement in the Risk-Based Capital Guidelines (as
defined below in this SECTION 3.2) or (b) any adoption of or change in any other
law, governmental or quasi-governmental rule, regulation, policy, guideline,
interpretation, or directive (whether or not having the force of law) after the
date of this Agreement which affects the amount of capital required or expected
to be maintained by any Lender or any Lending Installation or any corporation
controlling any Lender. "RISK-BASED CAPITAL GUIDELINES" means (a) the risk-based
capital guidelines in effect in the United States on the date of this Agreement,
including transition rules, and (b) the corresponding capital regulations
promulgated by regulatory authorities outside the United States implementing the
July 1988 report of the Basle Committee on Banking Regulation and Supervisory
Practices Entitled "International Convergence of Capital Measurements and
Capital Standards," including transition rules, and any amendments to such
regulations adopted prior to the date of this Agreement. Each Lender agrees
promptly to notify the Borrower and the Administrative Agent of any
circumstances that would cause the Borrower to pay additional amounts pursuant
to this SECTION 3.2, PROVIDED that, except as set forth in SECTION 3.5(b), the
failure to give such notice shall not affect the Borrower's obligation to pay
such additional amounts hereunder.

          3.3 AVAILABILITY OF TYPES OF SYNDICATED ADVANCES. If any Lender
reasonably determines that maintenance of its Eurodollar Loans at a suitable
Lending Installation would violate any applicable law, rule, regulation, or
directive, whether or not having the force of law, or if the Required Lenders
reasonably determine that (a) deposits of a type and maturity appropriate to
match fund Eurodollar Advances are not available or (b) the interest rate
applicable to a Type of Syndicated Advance does not accurately reflect the cost
of making or maintaining such Advance, then the Administrative Agent shall
suspend the availability of the affected Type of Syndicated Advance.

          3.4 FUNDING INDEMNIFICATION. If any payment of a Eurodollar Advance or
a Bid Rate Advance occurs on a date which is not the last day of the applicable
Interest Period in the case of a Eurodollar Advance, or the applicable Bid Rate
Interest Period in the case of a Bid Rate Advance, whether because of
acceleration, prepayment, conversion or otherwise, or a Eurodollar


                                       37
<PAGE>

Advance or a Bid Rate Advance is not made (whether by borrowing, continuation or
conversion) on the date specified by the Borrower for any reason other than
default by the Lenders, or an optional prepayment, notice of which has been
given in accordance with SECTION 2.5 or as may be required by the terms of any
Bid Rate Advance Borrowing Notice, is not made on the date specified therefor in
such notice, the Borrower will indemnify each Lender for any loss or cost
incurred by it resulting therefrom, including, without limitation, any loss or
cost in liquidating or employing deposits acquired to fund or maintain the
Eurodollar Advance or Bid Rate Advance, as the case may be.

          3.5 MITIGATION; LENDER STATEMENTS; SURVIVAL OF INDEMNITY. (a)To the
extent reasonably possible, each Lender shall designate an alternate Lending
Installation with respect to its Eurodollar Loans to reduce any liability of the
Borrower to such Lender under SECTIONS 3.1 and 3.2 or to avoid the
unavailability of a Type of Syndicated Advance under SECTION 3.3, so long as
such designation is not disadvantageous to such Lender in its reasonable
determination. If the obligation of the Lenders to make Eurodollar Advances has
been suspended pursuant to SECTION 3.3 as a consequence of a determination by
any Lender that maintenance of its Eurodollar Loans at a suitable Lending
Installation would violate any applicable law or any Lender has demanded
compensation under SECTION 3.1 or 3.2, the Borrower may elect (i) subject to
SECTION 3.4, to prepay any outstanding Syndicated Advances to the extent
necessary to mitigate its liability under SECTION 3.1 or 3.2, or (ii) to require
the applicable Lender to assign its outstanding Syndicated Loans, L/C Interests
and Commitment hereunder to another financial institution designated by the
Borrower and reasonably acceptable to the Administrative Agent. The obligation
of a Lender to assign its rights and obligations hereunder as contemplated by
this SECTION 3.5(a) is subject to the requirements that (x) all amounts owing to
that Lender under the Loan Documents are paid in full upon the completion of
such assignment and (y) any assignment is effected in accordance with the terms
of SECTION 12.3 and on terms otherwise satisfactory to that Lender (it being
understood that the Borrower or the replacement Lender shall pay the processing
fee payable to the Administrative Agent pursuant to SECTION 12.3.2 in connection
with any such assignment).

          (b)  In determining the amounts payable under SECTIONS 3.1, 3.2 or
3.4, each Lender shall use its reasonable efforts to make its allocations and
computations, to the extent readily determinable, consistent with the
allocations and computations applied generally by such Lender to other customers
of similar size and credit quality and under similar circumstances. Each Lender
shall deliver a written statement of such Lender as to the amount due, if any,
under SECTION 3.1, 3.2 or 3.4. Such written statement shall set forth in
reasonable detail the calculations upon which such Lender determined such amount
and shall be final, conclusive and binding on the Borrower in the absence of
manifest error. Determination of amounts payable under such Sections in
connection with a Eurodollar Loan or Bid Rate Loan made pursuant to an Indexed
Rate Auction shall be calculated as though each Lender funded such Loan through
the purchase of a deposit of the type and maturity corresponding to the deposit
used as a reference in determining the interest rate applicable to such Loan,
whether in fact that is the case or not. Unless otherwise provided herein, the
amount specified in the written statement shall be payable not later than
fifteen (15) days after receipt by the Borrower of the written statement. The
Borrower shall not be liable for any amounts under SECTIONS 3.1, 3.2 or 3.4
accruing more than 120 days prior to the receipt of a demand for payment
therefor. The obligations of the Borrower


                                       38
<PAGE>

under SECTIONS 3.1, 3.2 and 3.4 shall survive payment of the Obligations and
termination of this Agreement.

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

          4.1 EFFECTIVENESS; INITIAL ADVANCE. This Agreement shall become
effective and the Lenders shall be obligated to make the initial Advance or
Swing Line Loan only after the Administrative Agent shall have received from the
Borrower, with sufficient copies (other than in the case of any requested Notes)
for each of the Lenders, each of the following items in form and substance
satisfactory to the Administrative Agent:

          (a)  copies of the certificates of incorporation (or comparable
constitutive document) of the Borrower and each of the Material Subsidiaries,
together with all amendments thereto and a certificate of good standing,
certified by the appropriate governmental officer of its jurisdiction of
organization and by the Secretary, Assistant Secretary, or other appropriate
officer of the Borrower or the Material Subsidiary, as applicable;

          (b)  copies, certified by the Secretary, Assistant Secretary or other
appropriate officer of the Borrower and each of the Material Subsidiaries of its
by-laws (or any comparable constitutive laws, rules or regulations) and of its
board of directors' resolutions (and resolutions of other bodies, if any are
deemed necessary by counsel for any Lender) authorizing the execution of the
relevant Loan Documents;

          (c)  incumbency certificates, executed by the Secretary or Assistant
Secretary or other appropriate officer of the Borrower and each of the Material
Subsidiaries, which shall identify by name and title and bear the signature of
the officers of the Borrower and each of the Material Subsidiaries authorized to
sign the relevant Loan Documents and to make borrowings hereunder, as
applicable, upon which certificate the Administrative Agent, the Issuing
Lenders, the Swing Line Lender and the Lenders shall be entitled to rely until
informed of any change in writing by the Borrower;

          (d)  a certificate, signed by the Chief Financial Officer, stating
that on the date hereof no Default or Unmatured Default has occurred and is
continuing;

          (e)  evidence of the payment of all fees required to be paid by the
Borrower pursuant to the Fee Letter;

          (f)  opinions of (i) Ropes & Gray, counsel to the Borrower and the
Material Subsidiaries initially parties to the Facility Guaranty, (ii) Jay
Meltzer, General Counsel to the Borrower and the Material Subsidiaries initially
parties to the Facility Guaranty, (iii) Nevada counsel to certain of such
Material Subsidiaries, and (iv) Minnesota counsel to certain of such Material
Subsidiaries, substantially in the forms attached as EXHIBIT B hereto;

          (g)  evidence of delivery of the 364-Day Credit Agreement by each of
the parties thereto;


                                       39
<PAGE>

          (h)  written money transfer instructions, in substantially the form of
EXHIBIT E hereto, addressed to the Administrative Agent and signed by an
Authorized Officer, together with such other related money transfer
authorizations as the Administrative Agent may have reasonably requested;

          (i)  evidence of the termination of the Existing Credit Agreements and
repayment of in full of all obligations, indebtedness and liabilities
outstanding thereunder from the proceeds of the initial Loans hereunder and/or
the initial "Loans" under and as defined in the 364-Day Credit Agreement;

          (j)  a fee letter between the Borrower and the Administrative Agent
dated on or before the date hereof;

          (k)  a Facility Guaranty executed by each of the Material
Subsidiaries; and

          (l)  such other documents as any Lender or its counsel may have
reasonably requested (including, without limitation, any Notes requested
pursuant to SECTION 2.14(a)(iv)).

          4.2 EACH ADVANCE AND LETTER OF CREDIT. No Lender shall be required to
make any Loan, nor shall the Administrative Agent be required to issue any
Letter of Credit hereunder, unless on the applicable Borrowing Date or date for
issuance of such Letter of Credit:

          (a)  there exists no Default or Unmatured Default;

          (b)  the representations and warranties contained in ARTICLE V are
true and correct as of such Borrowing Date or date for issuance of such Letter
of Credit (other than the representation and warranty set forth in SECTION 5.5,
which shall only be made by the Borrower as of the date of this Agreement)
except to the extent any such representation or warranty is stated to relate
solely to an earlier date, in which case such representation or warranty shall
be true and correct on and as of such earlier date;

          (c)  after giving effect to such Loan and the other Loans being made
as a part of such Advance or the issuance of such Letter of Credit, the
aggregate outstanding principal amount of all Advances and outstanding L/C
Obligations and Swing Line Loans does not exceed the Aggregate Commitment; and

          (d)  all legal matters incident to the making of such Advance or the
issuance of such Letter of Credit shall be reasonably satisfactory to the
Lenders and their counsel.

Each Borrowing Notice and each Conversion/Continuation Notice with respect to a
Loan or application with respect to a Letter of Credit shall constitute a
representation and warranty by the Borrower that the conditions contained in
SECTIONS 4.2(a), (b) and (c) have been satisfied.

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

          In order to induce the Administrative Agent, the Swing Line Lender,
the Issuing Lenders and the Lenders to enter into this Agreement and to make the
Loans and the other


                                       40
<PAGE>

financial accommodations to the Borrower and to issue the Letters of Credit
described herein, the Borrower represents and warrants to the Administrative
Agent, the Swing Line Lender, the Issuing Lenders and each Lender as follows as
of the date of this Agreement, the date of the initial extension of credit
hereunder and thereafter on each date as required by SECTION 4.2 that:

          5.1 EXISTENCE AND STANDING. Each of the Borrower and its Subsidiaries
(other than Subsidiaries which in the aggregate own, directly or indirectly,
less than ten percent (10%) of the total consolidated assets of the Borrower and
its Subsidiaries) (i) is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization, (ii) is duly qualified to do
business as a foreign organization and is in good standing under the laws of
each jurisdiction in which it owns or leases real property or in which the
nature of its business requires it to be so qualified, except those
jurisdictions where the failure to be in good standing or to so qualify is not
reasonably likely to have a Material Adverse Effect, and (iii) has all requisite
corporate or other organizational power and authority to own, lease and operate
its property and assets and to conduct its business as presently conducted and
as proposed to be conducted.

          5.2 AUTHORIZATION AND VALIDITY.

          (a)  Each of the Borrower and its Subsidiaries has the requisite
corporate or other organizational power and authority to execute, deliver and
perform each of the Loan Documents which have been or are to be executed by it.

          (b)  The execution, delivery and performance, as the case may be, of
each of the Loan Documents executed by the Borrower or any of its Subsidiaries
and to which the Borrower or any of its Subsidiaries is a party, and the
consummation of the transactions contemplated thereby, have been duly approved
by the respective boards of directors (or other applicable governing body) and,
if necessary, the shareholders (or other applicable holder of equity) of the
Borrower and its Subsidiaries, and such approvals have not been rescinded. No
other corporate or other organizational action or proceedings on the part of the
Borrower or its Subsidiaries are necessary to consummate such transactions.

          (c)  Each of the Loan Documents to which the Borrower or any of its
Subsidiaries is a party has been duly executed or delivered, as the case may be,
by it and constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms (except as enforceability may be limited
by bankruptcy, insolvency or similar laws affecting the enforcement of
creditor's rights generally), is in full force and effect and no material term
or condition thereof has been amended, modified or waived without the prior
written consent of the Required Lenders (or all of the Lenders if so required
under SECTION 8.2), and the Borrower and its Subsidiaries have performed and
complied with all the terms, provisions, agreements and conditions set forth
therein and required to be performed or complied with by such parties and no
unmatured default, default or breach of any covenant by any such party exists
thereunder. As of the date of the initial extension of credit hereunder, to the
best of the Borrower's and its Subsidiaries' knowledge, all parties (other than
the Borrower and its Subsidiaries) have performed and complied with all the
terms, provisions, agreements and conditions set forth in the Loan Documents and
required to be performed or complied with by such parties and no unmatured
default, default or breach of any covenant by any such party exists thereunder.


                                       41
<PAGE>

          5.3 NO CONFLICT; GOVERNMENT CONSENT. Neither the execution and
delivery by the Borrower or any of its Subsidiaries of the Loan Documents, nor
the consummation of the transactions therein contemplated, nor compliance with
the provisions thereof will violate any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on the Borrower or any of its
Subsidiaries or the Borrower's or any Subsidiary's articles of incorporation or
by-laws (or any comparable constitutive laws, rules or regulations) or the
provisions of any material indenture, instrument or material agreement to which
the Borrower or any of its Subsidiaries is a party or is subject, or by which
it, or its Property, is bound, or conflict with or constitute a default
thereunder, or result in the creation or imposition of any Lien in, of or on the
Property of the Borrower or a Subsidiary pursuant to the terms of any such
material indenture, instrument or agreement. No order, consent, approval,
license, authorization or validation of, or filing, recording or registration
with, or exemption by, any Governmental Authority is required to authorize, or
is required in connection with the execution, delivery and performance of, or
the legality, validity, binding effect or enforceability of, any of the Loan
Documents, except (i) such as have been made or obtained as set forth on
SCHEDULE 5.3 or (ii) such as set forth on SCHEDULE 5.3 hereto which have not
been obtained or made and which are immaterial.

          5.4 FINANCIAL STATEMENTS. The January 27, 2001 audited consolidated
financial statements of the Borrower and its Subsidiaries heretofore delivered
to the Administrative Agent and the Lenders were prepared in accordance with
generally accepted accounting principles in effect on the date such statements
were prepared and fairly present in all material respects the consolidated
financial condition and operations of the Borrower and its Subsidiaries at such
date and the consolidated results of their operations for the period then ended.

          5.5 MATERIAL ADVERSE CHANGE. As of the date of this Agreement and as
of the initial extension of credit hereunder, since January 27, 2001 with
respect to the Borrower and its Subsidiaries, there has been no material adverse
change in the business, financial condition, operations, performance or Property
of the Borrower and its Subsidiaries on a consolidated basis.

          5.6 TAXES. The Borrower and its Subsidiaries have filed all United
States federal tax returns and all other tax returns which are required to be
filed and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Borrower or any of its Subsidiaries, except such
taxes, if any, as are being contested in good faith, as to which adequate
reserves have been provided in accordance with Agreement Accounting Principles
and as to which no tax lien has been filed. The United States income tax returns
of the Borrower and its Subsidiaries have been audited by the Internal Revenue
Service, or the Internal Revenue Service has allowed the Statute of Limitations
for audit to expire, for fiscal years ended January 31, 1998 and prior. No tax
liens have been filed and, except as set forth on SCHEDULE 5.6 hereto, no
written claims are being made and no other claims are, to the knowledge of the
executive officers of the Borrower, asserted with respect to any such taxes
except for liens and claims which, in the aggregate, are not reasonably expected
to exceed $25,000,000. The charges, accruals and reserves on the books of the
Borrower and its Subsidiaries in respect of any taxes or other governmental
charges have been established in accordance with Agreement Accounting Principles
and, to the knowledge of the executive officers of the Borrower, are adequate.

          5.7 LITIGATION AND CONTINGENT OBLIGATIONS. Except as set forth on
SCHEDULE 5.7 hereto, there is no litigation, arbitration, governmental
investigation, proceeding or inquiry


                                       42
<PAGE>

pending or, to the knowledge of any of their executive officers, threatened
against or affecting the Borrower or any of its Subsidiaries which could
reasonably be expected to result in a Material Adverse Effect. Other than any
liability incident to such litigation, arbitration or proceedings, the Borrower
and its Subsidiaries have no material contingent obligations not provided for or
disclosed in the financial statements referred to in SECTION 5.4.

          5.8 SUBSIDIARIES. SCHEDULE 5.8 hereto contains an accurate list of all
of the presently existing Subsidiaries of the Borrower, setting forth their
respective jurisdictions of organization and the percentage of their respective
equity held by the Borrower or other Subsidiaries. All of the issued and
outstanding shares of capital stock of such Subsidiaries have been duly
authorized and issued and are fully paid and non-assessable.

          5.9 ERISA. The Unfunded Liabilities of all Single Employer Plans do
not in the aggregate exceed $40,000,000. Neither the Borrower nor any other
member of the Controlled Group has failed to make any required installment or
any other required payment under Section 412 of the Code on or before the due
date for such installment or other payment with respect to a Single Employer
Plan, or has failed to make a required contribution or payment to a
Multiemployer Plan. Neither the Borrower nor any other member of the Controlled
Group has any potential liability, whether direct or indirect, contingent or
otherwise, under Section 4069, 4204 or 4212(c) of ERISA. Each Plan complies in
all material respects with all applicable requirements of law and regulations
and has been administered in all material respects in accordance with its terms.
No Reportable Event has occurred with respect to any Plan, neither the Borrower
nor any other member of the Controlled Group has withdrawn from any Plan or
initiated steps to do so, no steps have been taken to reorganize or terminate
any Plan, no event has occurred which imposes an obligation on the Borrower or
any member of the Controlled Group under Section 4041 of ERISA to provide
affected parties written notice of intent to terminate a Plan in a distress
termination described in Section 4041(c) of ERISA; no event or condition has
occurred which is reasonably likely to constitute grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, any
Plan, in any such case where such event could reasonably be expected to have a
Material Adverse Effect.

          5.10 ACCURACY OF INFORMATION. No written information, certificate,
exhibit or report furnished by the Borrower or any of its Subsidiaries to the
Administrative Agent, the Swing Line Lender, any Issuing Lender or the Lenders
(including the Loan Documents and any representation or warranty therein)
contained any material misstatement of fact or omitted to state a material fact
or any fact necessary to make the statements contained therein not misleading in
light of the circumstances under which they were made.

          5.11 REGULATIONS T, U AND X. Margin stock (as defined in Regulation U)
constitutes less than 25% of those assets of the Borrower and its Subsidiaries
which are subject to any limitation on sale, pledge, or other restriction
hereunder. Neither the Borrower nor any of its Subsidiaries is engaged in the
business of purchasing or carrying margin stock.

          5.12 MATERIAL AGREEMENTS. Neither the Borrower nor any Subsidiary is
in default in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in (i) any agreement to which it
is a party, which default could reasonably be expected


                                       43
<PAGE>

to have a Material Adverse Effect or (ii) any agreement or instrument evidencing
or governing Material Indebtedness.

          5.13 COMPLIANCE WITH LAWS. The Borrower and its Subsidiaries have
complied with all applicable statutes, rules, regulations, orders and
restrictions of any Governmental Authority having jurisdiction over the conduct
of their respective businesses or the ownership of their respective Property
except where the failure to so comply could not reasonably be expected to result
in a Material Adverse Effect. Except as set forth in SCHEDULE 5.13 hereto,
neither the Borrower nor any Subsidiary has received any notice to the effect
that its operations are not in material compliance with any Environmental,
Health or Safety Requirements of Law or the subject of any federal or state
investigation evaluating whether any remedial action is needed to respond to a
release of any petroleum, toxic or hazardous waste or substance into the
environment, which non-compliance or remedial action could reasonably be
expected to have a Material Adverse Effect.

          5.14 OWNERSHIP OF PROPERTY. Except as set forth on SCHEDULE 5.14
hereto, on the date of this Agreement, the Borrower and its Subsidiaries have
good title, free of all Liens other than those permitted by SECTION 6.15, to all
of the Property and assets reflected in the financial statements referred to in
SECTION 5.4 as owned by it. The Borrower and each of its Subsidiaries owns (or
is licensed to use) all Intellectual Property which is necessary or appropriate
in any material respect for the conduct of its respective business as conducted
on the date of this Agreement, without any material conflict with the rights of
any other Person. Neither the Borrower nor any Subsidiary is aware of (i) any
material existing or threatened infringement or misappropriation of any of its
Intellectual Property by any third party or (ii) any material third party claim
that any aspect of the business of the Borrower or any Subsidiary (as conducted
on the date of this Agreement) infringes or will infringe upon, any Intellectual
Property or other property right of any other Person, in each case that could
reasonably be expected to have a Material Adverse Effect.

          5.15 LABOR MATTERS. There are no labor controversies pending or, to
the best of the Borrower's and its Subsidiaries' knowledge, threatened against
the Borrower or any Subsidiary, which, if adversely determined, could reasonably
be expected to have a Material Adverse Effect. The Borrower and each of its
Subsidiaries are in substantial compliance in all material respects with the
Fair Labor Standards Act, as amended.

          5.16 INVESTMENT COMPANY ACT. Neither the Borrower nor any Subsidiary
thereof is an "investment company" or a company "controlled" by an "investment
company", within the meaning of the Investment Company Act of 1940, as amended.

          5.17 PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Borrower nor any
Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

          5.18 INSURANCE. The insurance policies and programs in effect with
respect to the Property, liabilities and business of the Borrower and its
Subsidiaries are maintained with


                                       44
<PAGE>

financially sound and reputable insurance companies and reflect coverage that is
consistent with sound business practice.

                                   ARTICLE VI
                                   COVENANTS

          6. COVENANTS. During the term of this Agreement, unless the Required
Lenders shall otherwise consent in writing:

          6.1 FINANCIAL REPORTING. The Borrower will maintain, for itself and
its Subsidiaries, a system of accounting established and administered in
accordance with generally accepted accounting principles, and will furnish or
cause to be furnished to the Administrative Agent with sufficient copies for
each of the Lenders:

          (a)  As soon as practicable but in any event within 105 days after the
close of each of its fiscal years, an audit report (which audit report shall be
unqualified or shall be otherwise reasonably acceptable to the Required Lenders;
PROVIDED that such report may set forth qualifications to the extent such
qualifications pertain solely to changes in generally accepted accounting
principles from the Agreement Accounting Principles applied during earlier
accounting periods, the implementation of which changes (with the concurrence of
such accountants) is reflected in the financial statements accompanying such
report), certified by independent certified public accountants who are
reasonably acceptable to the Required Lenders, prepared in accordance with
Agreement Accounting Principles on a consolidated basis for itself and its
Subsidiaries, including balance sheets as of the end of such period and the
related statements of income, and consolidated stockholder's equity and cash
flows, accompanied by a certificate of said accountants that, in the course of
their examination necessary for their certification of the foregoing, they have
obtained no knowledge of any Default or Unmatured Default, or if, in the opinion
of such accountants, any Default or Unmatured Default shall exist, stating the
nature and status thereof.

          (b)  As soon as practicable but in any event within 60 days after the
close of each of the first three quarterly periods of each of its fiscal years,
for itself and its Subsidiaries on a consolidated basis, balance sheets as of
the end of such period and the related statements of income, and consolidated
stockholder's equity and cash flows for the period from the beginning of such
fiscal year to the end of such quarter, all certified by its Chief Financial
Officer, Controller or Treasurer as to fairness of presentation and prepared,
with respect to such consolidated statements, in accordance with Agreement
Accounting Principles (subject to normal year end adjustments).

          (c)  Together with the financial statements required hereunder, a
compliance certificate in substantially the form of EXHIBIT C hereto signed by
its Chief Financial Officer, Controller or Treasurer showing the calculations
necessary to determine compliance with SECTIONS 6.16 and 6.17, and including a
representation that the Borrower is in compliance with SECTION 6.20, in each
case as of the last day of the fiscal period covered by such financial
statements, and stating that no Default or Unmatured Default exists, or if any
Default or Unmatured Default exists, stating the nature and status thereof and
the Borrower's plans with respect thereto; PROVIDED, that each such compliance
certificate delivered with the financial


                                       45
<PAGE>

statements required under SECTION 6.1(a) shall also show the calculations
necessary to determine compliance with SECTION 6.20 as of the last day of the
fiscal period covered by such financial statements.

          (d)  As soon as possible and in any event within 10 days after an
executive officer of the Borrower knows that any Reportable Event or any other
event described in SECTION 5.9 has occurred with respect to any Plan, a
statement, signed by the Chief Financial Officer or Treasurer of the Borrower,
describing said Reportable Event or other event and the action which the
Borrower proposes to take with respect thereto.

          (e)  As soon as possible and in any event within 10 days after receipt
by the Borrower or any Subsidiary, a copy of (a) any notice or claim to the
effect that the Borrower or any of its Subsidiaries is or may be liable to any
Person as a result of the release by the Borrower, any of its Subsidiaries, or
any other Person of any petroleum, toxic or hazardous waste or substance into
the environment, and (b) any notice alleging any violation of any Environmental,
Health or Safety Requirements of Law by the Borrower or any of its Subsidiaries,
which, in either case, could reasonably be expected to have a Material Adverse
Effect or subject the Borrower and its Subsidiaries to liability, individually
or in the aggregate, in excess of $20,000,000 (in each case, determined after
giving effect to claims which the Borrower has demonstrated to the reasonable
satisfaction of the Administrative Agent are covered by applicable third-party
insurance policies (other than retro-premium insurance or other policies with
similar self-insurance attributes) of the Borrower or any of its Subsidiaries
unless the insurers of such claims have disclaimed coverage or reserved the
right to disclaim coverage).

          (f)  Promptly upon the furnishing thereof to the shareholders of the
Borrower, copies of all financial statements, reports and proxy statements so
furnished.

          (g)  Promptly upon the filing thereof, copies of all final
registration statements, proxy statements and annual, quarterly, monthly or
other reports which the Borrower or any of its Subsidiaries files with the
Securities and Exchange Commission (PROVIDED the Borrower shall not be obligated
to provide copies of routine reports which are required to be filed concerning
the management of employee benefit plans, including, without limitation, stock
purchases or the exercise of stock options made under any such employee benefit
plan).

          (h)  Except to the extent that such items are redundant with reports
or information otherwise provided pursuant to this SECTION 6.1, promptly upon
the furnishing thereof to the holders thereof, copies of all financial
statements and reports furnished to the holders of (or trustee or other
representative for the holders of) any Indebtedness for money borrowed of the
Borrower or its Subsidiaries.

          (i)  Such other information (including non-financial information) as
any Lender through the Administrative Agent may from time to time reasonably
request.

          6.2 USE OF PROCEEDS. The Borrower will, and will cause each of its
Subsidiaries to, use the proceeds of the Advances and the Swing Line Loans to
repay outstanding loans and advances made under the Existing Credit Agreements,
to repay Advances hereunder and "Advances" under (and as defined in) the 364-Day
Credit Agreement, Reimbursement


                                       46
<PAGE>

Obligations and the Swing Line Loans or for general corporate or working capital
purposes (including, without limitation, capital expenditures, purchases by the
Borrower of its capital stock, Acquisitions permitted under SECTION 6.18 and
support of commercial paper). The Borrower will not, nor will it permit any
Subsidiary, to use proceeds of the Advances and the Swing Line Loans other than
as contemplated in this SECTION 6.2.

          6.3 OTHER NOTICES. Promptly after the Borrower or relevant subsidiary
becomes aware of such occurrence, the Borrower will, and will cause each of its
Subsidiaries to, give notice in writing to the Lenders of the occurrence of: (a)
any Default or Unmatured Default; and (b) any other development, financial or
otherwise, which could reasonably be expected to have a Material Adverse Effect;
PROVIDED, no separate notice of the occurrence of any such development under
this CLAUSE (b) needs to be given to the extent such item has been disclosed in
the Borrower's annual, quarterly or other reports (i.e., 10-K, 10-Q or 8-K)
filed with the Securities and Exchange Commission and delivered pursuant to
SECTION 6.1(g) or in a press release issued by the Borrower or one of its
Subsidiaries. Any such notice shall state the nature and status of the
occurrence and any and all actions taken with respect thereto.

          6.4 CONDUCT OF BUSINESS. The Borrower will, and will cause each of its
Subsidiaries to, carry on and conduct its business in substantially the same
manner and in substantially the same or complementary fields of enterprise as it
is presently conducted and to do all things necessary to remain duly organized,
validly existing and in good standing as a domestic organization in its
jurisdiction of organization and maintain all requisite authority to conduct its
business in each jurisdiction in which its business is conducted except for
transactions permitted under SECTIONS 6.10, 6.11, 6.13, or 6.18 or where the
failure to maintain such authority could not reasonably be expected to have a
Material Adverse Effect.

          6.5 TAXES. The Borrower will, and will cause each of its Subsidiaries
to, pay when due all material taxes, assessments and governmental charges and
levies upon it or its income, profits or Property, except those which are being
contested in good faith by appropriate proceedings and with respect to which
adequate reserves have been set aside in accordance with Agreement Accounting
Principles and in connection with which no tax Lien has been filed.

          6.6 INSURANCE. The Borrower will, and will cause each of its
Subsidiaries to, maintain with financially sound and reputable insurance
companies insurance with respect to all their Property, liabilities and business
in such amounts and covering such risks as is consistent with sound business
practice, and the Borrower will furnish to the Administrative Agent upon request
of any Lender full information as to the insurance carried.

          6.7 COMPLIANCE WITH LAWS. The Borrower will, and will cause each of
its Subsidiaries to, comply in all material respects with all laws (including,
without limitation, all environmental laws), rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject, except
where the failure to so comply could not reasonably be expected to have a
Material Adverse Effect.

          6.8 MAINTENANCE OF PROPERTIES. The Borrower will, and will cause each
of its Subsidiaries to, do all things necessary to maintain, preserve, protect
and keep its material Property in good repair, working order and condition,
ordinary wear and tear excepted, and make


                                       47
<PAGE>

all necessary and proper repairs, renewals and replacements so that its business
carried on in connection therewith may be properly conducted at all times. The
Borrower will, and will cause each Subsidiary to, do all things necessary to
maintain, preserve and protect all of its material Intellectual Property
including, without limitation, perform each of its respective obligations under
any and all license agreements and other contracts and agreements evidencing or
relating to Intellectual Property, using the same in interstate or foreign
commerce, properly marking such Intellectual Property and maintaining all
necessary and appropriate governmental registrations (both domestic and foreign)
except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect.

          6.9 INSPECTION. The Borrower will, and will cause each of its
Subsidiaries to, permit the Administrative Agent and any or each Lender, by its
respective representatives and agents, to inspect any of the Property, corporate
books and financial records of the Borrower and each of its Subsidiaries, to
examine and make copies of the books of accounts and other financial records of
the Borrower and each of its Subsidiaries, and to discuss the affairs, finances
and accounts of the Borrower and each of its Subsidiaries with, and to be
advised as to the same by, their respective officers at such reasonable times
and intervals as the Administrative Agent or such Lender may designate. Prior to
the occurrence of a Default or Unmatured Default, the Lenders will use
reasonable efforts to coordinate their inspection through the Administrative
Agent so as to minimize any disruption to the business of the Borrower and its
Subsidiaries.

          6.10 MERGER. The Borrower will not, nor will it permit any of its
Subsidiaries to, merge, amalgamate or consolidate with or into any other Person,
except that a Wholly-Owned Subsidiary may merge with the Borrower or a
Wholly-Owned Subsidiary of the Borrower, subject to the further conditions that
(a) if the Borrower is a party to any such permitted merger, the Borrower shall
be the surviving corporation and (b) if any Material Subsidiary is a party to
any such permitted merger, the surviving entity shall either be or become a
party to the Facility Guaranty pursuant to the terms of SECTION 6.21. Nothing
herein shall prohibit a transaction otherwise in compliance with SECTION 6.11,
6.13, or 6.18.

          6.11 SALE OF ASSETS. Except as disclosed in SCHEDULE 6.11, the
Borrower will not, nor will it permit any of its Subsidiaries to, lease, sell or
otherwise dispose of its Property, to any other Person except for:

          (a)  Sales of inventory in the ordinary course of business (which in
the business of the Borrower and its Subsidiaries may include sales of larger
quantities of inventory other than to consumers, PROVIDED such sales are
consistent with the Borrower's and its Subsidiaries' past practices and which
are not extraordinary transactions under Agreement Accounting Principles);

          (b)  The sale, discount, or transfer of delinquent accounts receivable
in the ordinary course of business for purposes of collection only;

          (c)  Occasional sales, leases or other dispositions of immaterial
assets for cash consideration and for not less than fair market value;


                                       48
<PAGE>

          (d)  Sales, leases or other dispositions of assets that are obsolete
or have negligible fair market value;

          (e)  Sales of equipment for cash consideration and for fair market
value (but if replacement equipment is necessary for the proper operation of the
business of the seller, the seller must promptly replace the sold equipment);

          (f)  Leases, sales or other dispositions of its Property to the
Borrower or a Wholly-Owned Subsidiary of the Borrower;

          (g)  Other leases, sales or other dispositions of its Property subject
to the requirement that the net proceeds of each such lease, sale or other
disposition of Property are reinvested in the business of the Borrower and the
Subsidiaries as conducted in accordance with the requirements of SECTION 6.4 or
are used for other general corporate purposes; and

          (h) Sales of assets in the ordinary course of business and consistent
with past practices for not less than fair market value, including store
closings.

Notwithstanding anything herein to the contrary, the aggregate amount of
Property of the Borrower and its Subsidiaries leased, sold or disposed of
pursuant to CLAUSES (g) and (h) (excluding any equipment which has been promptly
replaced) during the twelve-month period ending with the month in which any such
lease, sale or other disposition occurs shall not: (1) in any single transaction
or series of related transactions constitute a Substantial Portion of the
Property of the Borrower and its Subsidiaries under CLAUSE (b) of the definition
of Substantial Portion or (2) in the aggregate constitute a Substantial Portion
of the Property of the Borrower and its Subsidiaries under CLAUSE (a) of the
definition of Substantial Portion. Notwithstanding anything herein to the
contrary, after consummation of any transaction permitted under this SECTION
6.11, the Borrower shall own not less than eighty percent (80%) of the
outstanding capital stock of Material Subsidiaries, the domestic assets of which
Material Subsidiaries together with the domestic assets of the Borrower
represent at least eighty-five percent (85%) of the total domestic consolidated
assets of the Borrower and its Subsidiaries immediately after the consummation
of such transaction.

          6.12 AFFILIATES. Except in connection with transactions otherwise
permitted pursuant to the terms of this ARTICLE VI, the Borrower will not, nor
will it permit any of its Subsidiaries to, enter into any transaction
(including, without limitation, the purchase or sale of any Property or service)
with, or make any payment or transfer to, any Affiliate except in the ordinary
course of business and pursuant to the reasonable requirements of the Borrower's
or such Subsidiary's business and upon fair and reasonable terms no less
favorable to the Borrower or such Subsidiary than the Borrower or such
Subsidiary would obtain in a comparable arm's-length transaction; PROVIDED,
HOWEVER, that these provisions shall not be applicable with respect to
transactions among the Borrower and its Subsidiaries which are in the ordinary
course of business and consistent with past practice.

          6.13 INVESTMENTS. The Borrower will not, nor will it permit any of its
Subsidiaries to, make or suffer to exist any Investments, or commitments
therefor, except:


                                       49
<PAGE>

          (a)  Investments by the Borrower or any of its Subsidiaries in and to
any domestic Subsidiary;

          (b)  Investments by the Borrower or any of its Subsidiaries in and to
any foreign Subsidiary in an aggregate amount at any time not to exceed 15% of
Consolidated Total Assets;

          (c)  Investments in existence as of the close of business on the date
hereof and which are described in SCHEDULE 6.13 hereto;

          (d)  Subject to the proviso set forth below, investments made in
connection with Acquisitions permitted under SECTION 6.18;

          (e)  Investments consisting of cash and cash equivalents;

          (f)  Subject to the proviso set forth below, other Investments in any
other Persons in an aggregate amount at any time not to exceed 10% of
Consolidated Net Worth;

          (g)  Investments owned by the Borrower in connection with the
Borrower's Executive Savings Plan; and

          (h)  Loans, capital contributions and other Investments made by any
Subsidiary in the Borrower;

PROVIDED, HOWEVER, not withstanding anything in this SECTION 6.13 or SECTION
6.18 to the contrary, the aggregate amount of Investments made in connection
with Acquisitions made pursuant to CLAUSE (b) of SECTION 6.18 and pursuant to
CLAUSE (f) above shall not exceed 10% of Consolidated Net Worth.

          6.14 CONTINGENT OBLIGATIONS. The Borrower will not, nor will it permit
any of its Subsidiaries to, make or suffer to exist any Contingent Obligation,
except:

          (a)  by endorsement of instruments for deposit or collection in the
ordinary course of business;

          (b)  Contingent Obligations of the Borrower and any of its
Subsidiaries existing as of the close of business on the date hereof which are
described on SCHEDULE 6.14;

          (c)  Contingent Obligations in respect of the obligations of any
domestic Subsidiary;

          (d)  Reimbursement Obligations in connection with Letters of Credit;

          (e)  Reimbursement Obligations in connection with letters of credit
not issued by the Issuing Lenders (PROVIDED the issuance thereof is not
violative of any other provision of this ARTICLE VI);


                                       50
<PAGE>

          (f)  Contingent Obligations consisting of the Borrower's guaranty of
reimbursement obligations of any Subsidiary in connection with letters of credit
not issued by the Issuing Lenders (PROVIDED the issuance thereof is not
violative of any other provision of this ARTICLE VI);

          (g)  Contingent Obligations of any Subsidiary to the extent such
Contingent Obligations constitute Indebtedness permitted under this ARTICLE VI;
(h) Guaranties of the Obligations hereunder and of the "Obligations" under and
as defined in the 364-Day Credit Agreement;

          (i)  Contingent Obligations of the Borrower to the extent such
Contingent Obligations are included in the calculation of Funded Debt; and

          (j)  Contingent Obligations in an additional aggregate amount not to
exceed $100,000,000 at any one time outstanding.

          6.15 LIENS. (a)The Borrower will not, nor will it permit any of its
Subsidiaries to, create, incur, or suffer to exist any Lien in, of or on the
Property of the Borrower or such Subsidiary, as applicable, except:

          (i)  Liens for taxes, assessments or governmental charges or levies on
     its Property if the same shall not at the time be delinquent or thereafter
     can be paid without penalty, or are being contested in good faith and by
     appropriate proceedings and for which adequate reserves in accordance with
     Agreement Accounting Principles shall have been set aside on its books;

          (ii) Liens imposed by law, such as carriers', warehousemen's and
     mechanics' liens and other similar liens arising in the ordinary course of
     business which secure payment of obligations not more than 60 days past due
     or which are being contested in good faith by appropriate proceedings and
     for which adequate reserves in accordance with Agreement Accounting
     Principles shall have been set aside on its books;

          (iii) Liens arising out of pledges or deposits under worker's
     compensation laws, unemployment insurance, old age pensions, or other
     social security or retirement benefits, or similar legislation;

          (iv) utility easements, building restrictions and such other
     encumbrances or charges against real property as are of a nature generally
     existing with respect to properties of a similar character and which do not
     in any material way affect the same or interfere with the use thereof in
     the business of the Borrower or any Subsidiary of the Borrower;

          (v) Liens existing as of the close of business on the date hereof and
     which are described in SCHEDULE 5.14;

          (vi) Liens created or incurred after the date hereof, given to secure
     the Indebtedness incurred or assumed in connection with the acquisition or
     construction of


                                       51
<PAGE>

     property or assets useful and intended to be used in carrying on the
     business of the Borrower or any Subsidiary of the Borrower, including Liens
     existing on such property or assets at the time of acquisition or
     construction thereof or at the time of acquisition or construction by the
     Borrower or such Subsidiary, as applicable, of an interest in any business
     entity then owning such property or assets, whether or not such existing
     Liens were given to secure the consideration for the property or assets to
     which they attach, subject to the requirement that the Lien shall attach
     solely to the assets acquired or purchased;

          (vii) secured or unsecured purchase money Indebtedness (including
     Capitalized Leases) incurred in the ordinary course of business to finance
     the acquisition of fixed assets or equipment used in the business of such
     Subsidiary if such Indebtedness does not exceed the lower of the fair
     market value or the cost of the applicable fixed assets or equipment on the
     date acquired;

          (viii) Liens on real property with respect to Indebtedness the
     proceeds of which are used (a) for the construction or improvement of the
     real property securing such Indebtedness or (b) to finance the cost of
     construction or improvement of such real property, PROVIDED such financing
     occurs within one hundred eighty (180) days of receipt of the certificate
     of occupancy with respect to such construction or improvement (other than
     with respect to a refinancing under CLAUSE (x) below);

          (ix) other Liens (a) securing Indebtedness or other obligations not
     exceeding $50,000,000 at any one time outstanding or (b) on property having
     in the aggregate a fair market value at the time of incurrence of the Lien
     not exceeding $50,000,000 at any one time outstanding, whichever is
     greater;

          (x) any extension, renewal or replacement of any Lien permitted by the
     preceding CLAUSES (vi), (vii), (viii) or (ix) hereof in respect of the same
     property or assets theretofore subject to such Lien in connection with the
     extension, renewal or refunding of the Indebtedness secured thereby;
     PROVIDED that (x) such Lien shall attach solely to the same property or
     assets, and (y) such extension, renewal or refunding of such Indebtedness
     shall be without increase in the principal remaining unpaid as of the date
     of such extension, renewal or refunding; and

          (xi) Liens on the shares of capital stock of the Borrower's foreign
     Subsidiaries securing Indebtedness in an amount which shall not exceed
     twenty-five percent (25%) of the assets of all foreign Subsidiaries.

          6.16 MAXIMUM LEVERAGE RATIO. The Borrower shall not permit its
Leverage Ratio to be greater than 0.75 to 1.00 as at the end of each fiscal
quarter. The Leverage Ratio shall be calculated, in each case, determined as of
the last day of each fiscal quarter based upon (A) for Funded Debt and
Consolidated Net Worth, Funded Debt and Consolidated Net Worth as of the last
day of each fiscal quarter and (B) for Consolidated Rentals, the actual amount
for the four-quarter period ending on such day.


                                       52
<PAGE>

          6.17 MINIMUM FIXED CHARGE COVERAGE. The Borrower will, at all times in
which (a) the Rated Debt of the Borrower is rated less than BBB- by S&P or is
rated less than Baa3 by Moody's or (b) the Borrower's Leverage Ratio is greater
than 0.60 to 1.00, maintain a Fixed Charge Coverage Ratio for the most recently
ended period of four consecutive fiscal quarters of at least 1.50 to 1.00.

          6.18 ACQUISITIONS. The Borrower will not, nor will it permit any of
its Subsidiaries to, make any Acquisition other than (a) a Permitted
Acquisition; and (b) other Acquisitions (i) made at a time when no Default or
Unmatured Default exists; (ii) consummated on a non-hostile basis approved by a
majority of the board of directors or other governing body of the Person being
acquired, (iii) the aggregate consideration for which, individually or when
aggregated with the aggregate consideration for other Acquisitions made under
this CLAUSE (b) does not exceed 10% of Consolidated Net Worth, and (iv) the
aggregate consideration for all such Acquisitions PLUS the aggregate amount of
Investments made pursuant to SECTION 6.13(f) does not exceed 10% of Consolidated
Net Worth.

          6.19 RATE HEDGING OBLIGATIONS. The Borrower shall not and shall not
permit any of its Subsidiaries to enter into any interest rate, commodity or
foreign currency exchange, swap, collar, cap or similar agreements other than
interest rate, foreign currency or commodity exchange, swap, collar, cap,
leveraged derivative or similar agreements entered into by the Borrower pursuant
to which the Borrower or such Subsidiary has hedged its actual interest rate,
foreign currency or commodity exposure.

          6.20 MATERIAL SUBSIDIARIES. The Borrower will cause each Person that
becomes a Material Subsidiary of the Borrower after the date of this Agreement
(whether as the result of an Acquisition, creation or otherwise and whether
under CLAUSE (b) of the definition of Material Subsidiary or as a result of a
designation under CLAUSE (c) of the definition of Material Subsidiary) to
execute and deliver a supplement to the Facility Guaranty in substantially the
form set forth in EXHIBIT I hereto to and in favor of the Administrative Agent
for the benefit of itself, the Issuing Lenders, the Swing Line Lender and the
Lenders, together with an opinion of counsel, corporate resolutions and such
other corporate documentation as the Administrative Agent may reasonably
request, all in form and substance satisfactory to the Administrative Agent and
in each case (a) within 30 days after becoming a Material Subsidiary of the
Borrower, for a Material Subsidiary under CLAUSE (b) of the definition thereof
and (b) at the time of designation, for a Material Subsidiary under CLAUSE (c)
of the definition thereof. In addition, the Borrower will designate an
additional Subsidiary or Subsidiaries as "Material Subsidiaries" under CLAUSE
(c) of the definition of Material Subsidiary such that at the end of each fiscal
quarter ending on or prior to the Facility Termination Date the Borrower and its
Material Subsidiaries in the aggregate shall own at least eighty-five percent
(85%) of the total consolidated domestic assets of the Borrower and its
Subsidiaries.

          6.21 SUBSIDIARY INDEBTEDNESS. The Borrower will not permit any
Subsidiary to create, incur, assume or suffer to exist any Indebtedness, except:

          (a)  Indebtedness existing on the date hereof or proposed to be
incurred, each as described in SCHEDULE 6.21 hereto;


                                       53
<PAGE>

          (b)  Indebtedness of any Subsidiary to third parties, which
Indebtedness for all such Subsidiaries does not exceed 20% of Consolidated Net
Worth; and

          (c)  Indebtedness of any Subsidiary to the Borrower or to any other
Subsidiary.

          6.22 SUBORDINATION OF INTERCOMPANY INDEBTEDNESS. The Borrower will not
and will not permit any of its domestic Subsidiaries to create, incur, assume or
suffer to exist any intercompany Indebtedness where the obligor on such
Indebtedness is the Borrower or any Subsidiary which is a party to the Facility
Guaranty, unless such indebtedness is subordinated to the Obligations hereunder
on the terms described in SCHEDULE 6.22.

                                  ARTICLE VII
                                    DEFAULTS

          7. DEFAULTS. The occurrence of any one or more of the following events
shall constitute a Default:

          7.1 BREACH OF REPRESENTATION OR WARRANTY. Any representation or
warranty made or deemed made by or on behalf of the Borrower or any of its
Subsidiaries to the Lenders, the Swing Line Lender, the Issuing Lenders or the
Administrative Agent under or in connection with this Agreement, any Loan, any
Letter of Credit or any certificate or information delivered in connection with
this Agreement or any other Loan Document shall be materially false on the date
as of which made or deemed made.

          7.2 PAYMENT DEFAULT. Nonpayment of (i) principal of any Loan, Note or
L/C Obligations when due, or (ii) interest upon any Loan or Note or of any fee
or other obligations under any of the Loan Documents within five Business Days
after such interest, fee or other obligation becomes due.

          7.3 BREACH OF CERTAIN COVENANTS. The breach by the Borrower of (a) any
of the terms or provisions of SECTIONS 6.2 and 6.4, CLAUSE (a) of SECTION 6.3,
any of SECTIONS 6.10 through 6.13, SECTION 6.15, SECTIONS 6.18 through 6.19 or
(b) any of the terms of SECTIONS 6.16 or 6.17 and such breach under this CLAUSE
(b) continues for 10 days after the first to occur of (i) the date an executive
officer of the Borrower first knows of or should have known of such breach or
(ii) the date the Borrower receives written notice from any Lender (acting
through the Administrative Agent) of such breach.

          7.4 BREACH OF OTHER PROVISIONS. The breach by the Borrower (other than
a breach which constitutes a Default under SECTION 7.1, 7.2 or 7.3) of any of
the terms or provisions of this Agreement, and such breach continues for 30 days
after the first to occur of (i) the date an executive officer of the Borrower
first knows of or should have known of such breach or (ii) the date the Borrower
receives written notice from any Lender (acting through the Administrative
Agent) of such breach.

          7.5 DEFAULT ON MATERIAL INDEBTEDNESS. Failure of the Borrower or any
of its Subsidiaries to make a payment on any Indebtedness under the 364-Day
Credit Agreement or any Material Indebtedness when due (after giving effect to
any applicable grace period); or the default by the Borrower or any of its
Subsidiaries in the performance of any term, provision or


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<PAGE>

condition contained in the 364-Day Credit Agreement or any agreement or
agreements under which any Material Indebtedness was created or is governed (and
any applicable grace period(s) shall have expired), or any other event shall
occur or condition exist, the effect of which is to cause, or to permit the
holder or holders of such Indebtedness under the 364-Day Credit Agreement or
such Material Indebtedness to cause, such Indebtedness or Material Indebtedness
to become due prior to its stated maturity; or any of the Indebtedness under the
364-Day Credit Agreement or any Material Indebtedness of the Borrower or any of
its Subsidiaries shall be declared to be due and payable or required to be
prepaid (other than by a regularly scheduled payment) prior to the stated
maturity thereof; or the Borrower or any of its Subsidiaries shall not pay, or
shall admit in writing its inability to pay, its debts generally as they become
due.

          7.6 VOLUNTARY INSOLVENCY PROCEEDINGS. The Borrower or any of its
Subsidiaries shall (a) have an order for relief entered with respect to it under
the United States bankruptcy laws as now or hereafter in effect or cause or
allow any similar event to occur under any bankruptcy or similar law or laws for
the relief of debtors as now or hereafter in effect in any other jurisdiction,
(b) make an assignment for the benefit of creditors, (c) apply for, seek,
consent to, or acquiesce in, the appointment of a receiver, custodian, trustee,
examiner, liquidator, monitor or similar official for it or any Substantial
Portion of its Property, (d) institute any proceeding seeking an order for
relief under the United States bankruptcy laws as now or hereafter in effect or
seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
winding up, liquidation, reorganization, arrangement, adjustment or composition
of it or any of its property or its debts under any law relating to bankruptcy,
insolvency or reorganization or compromise of debt or relief of debtors as now
or hereafter in effect in any jurisdiction, or any organization, arrangement or
compromise of debt under the laws of its jurisdiction of organization or fail to
promptly file an answer or other pleading denying the material allegations of
any such proceeding filed against it, (e) take any corporate or other
organizational action to authorize or effect any of the foregoing actions set
forth in this SECTION 7.6 or (f) fail to contest in good faith, or consent to or
acquiesce in, any appointment or proceeding described in SECTION 7.7.

          7.7 INVOLUNTARY INSOLVENCY PROCEEDINGS. Without the application,
approval or consent of the Borrower or any of its Subsidiaries, a receiver,
custodian, trustee, examiner, liquidator or similar official shall be appointed
(either privately or by a court) for the Borrower or any of its Subsidiaries or
any Substantial Portion of its Property, or a proceeding described in SECTION
7.6(d) shall be instituted against the Borrower or any of its Subsidiaries and
such appointment continues undischarged or such proceeding continues undismissed
or unstayed for a period of 60 consecutive days.

          7.8 CONDEMNATION. Any court, government or governmental agency shall
condemn, seize or otherwise appropriate, or take custody or control of (each a
"CONDEMNATION"), all or any portion of the Property of the Borrower and its
Subsidiaries which, when taken together with all other Property of the Borrower
and its Subsidiaries so condemned, seized, appropriated, or taken custody or
control of, during the twelve-month period ending with the month in which any
such Condemnation occurs, constitutes a Substantial Portion of the consolidated
Property of the Borrower and its Subsidiaries.


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<PAGE>

          7.9 JUDGMENTS. The Borrower or any of its Subsidiaries shall fail
within 30 days to pay, bond or otherwise discharge any one or more judgments or
orders for the payment of money in excess of $20,000,000 in the aggregate
(determined after giving effect to claims which the Borrower has demonstrated to
the reasonable satisfaction of the Administrative Agent are covered by
applicable third-party insurance policies (other than retro-premium insurance or
other policies with similar self-insurance attributes) of the Borrower or any of
its Subsidiaries unless the insurers of such claims have disclaimed coverage or
reserved the right to disclaim coverage), which judgments are not stayed on
appeal with adequate reserves set aside on its books in accordance with
Agreement Accounting Principles of the Borrower or any of its Subsidiaries.

          7.10 ERISA MATTERS. Any Reportable Event, in connection with any Plan
shall occur, which may reasonably be expected to subject the Borrower and its
Subsidiaries to liability, individually or in the aggregate, in excess of
$20,000,000.

          7.11 ENVIRONMENTAL MATTERS. The Borrower or any of its Subsidiaries
shall be the subject of any proceeding or investigation pertaining to the
release by the Borrower or any of its Subsidiaries or any other Person of any
petroleum, toxic or hazardous waste or substance into the environment, or any
violation of any Environmental, Health or Safety Requirements of Law which, in
either case, could reasonably be expected to have a Material Adverse Effect or
subject the Borrower and its Subsidiaries to liability, individually or in the
aggregate, in excess of $20,000,000 (in each case, determined after giving
effect to claims which the Borrower has demonstrated to the reasonable
satisfaction of the Administrative Agent are covered by applicable third-party
insurance policies (other than retro-premium insurance or other policies with
similar self-insurance attributes) of the Borrower or any of its Subsidiaries
unless the insurers of such claims have disclaimed coverage or reserved the
right to disclaim coverage).

          7.12 CHANGE OF CONTROL. Any Change in Control shall occur.

          7.13 CHANGE OF SUBSIDIARY OWNERSHIP; FACILITY GUARANTY OR LOAN
DOCUMENT DEFAULTS. The Borrower shall cease to own 80% of the outstanding equity
interests of any Material Subsidiary which has executed a Facility Guaranty
except in connection with a transaction expressly permitted under the terms of
SECTIONS 6.10, 6.11, 6.13 or 6.14; or any Facility Guaranty or other Loan
Document shall fail to remain in full force or effect or any party thereto shall
so assert; or any action shall be taken to discontinue, revoke or to assert the
invalidity or unenforceability of any Facility Guaranty or other Loan Document;
or any Material Subsidiary shall fail to comply in any material respect with any
of the terms or provisions of any Facility Guaranty or other Loan Document to
which it is a party; or any Material Subsidiary shall deny that it has any
further liability under any Facility Guaranty or other Loan Document to which it
is a party, or shall give notice to such effect.

7.14 OFF-BALANCE SHEET LIABILITIES. Other than at the request of an Affiliate of
the Borrower party thereto (as permitted thereunder), an event shall occur which
(i) permits the investors in respect of Off-Balance Sheet Liabilities of the
Borrower or any of its Subsidiaries in an amount, individually or in the
aggregate, in excess of $20,000,000, to require amortization or liquidation of
such Off-Balance Sheet Liabilities and (x) such event is not remedied within ten
(10) days after the occurrence thereof or (y) such investors shall require
amortization or liquidation of such Off-Balance Sheet Liabilities as a result of
such event, or (ii) results in the


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termination or reinvestment of collections or proceeds of accounts or note
receivables, as applicable, under the documents and other agreements evidencing
such Off-Balance Sheet Liabilities.

                                  ARTICLE VIII
                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

          8.1 ACCELERATION. If any Default described in SECTION 7.6 or 7.7
occurs, the obligations of the Lenders to make Loans or purchase participations
in Letters of Credit or Swing Line Loans hereunder and the obligation of the
Issuing Lenders to issue Letters of Credit hereunder shall automatically
terminate and the Obligations shall immediately become due and payable without
any election or action on the part of the Administrative Agent or any Lender,
and without presentment, demand, protest or notice of any kind, all of which the
Borrower hereby expressly waives. If any other Default occurs and is continuing
(which Default has not been waived under the terms of SECTION 8.2) the Required
Lenders may (a) terminate or suspend the obligations of the Lenders to make
Loans and purchase participations in Letters of Credit or Swing Line Loans
hereunder, whereupon the obligation of the Issuing Lenders to issue Letters of
Credit hereunder shall also terminate or be suspended, or (b) declare the
Obligations to be due and payable, whereupon the Obligations shall become
immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which the Borrower hereby expressly waives, or (c) take the
action described in both the preceding CLAUSE (a) and the preceding CLAUSE (b).

          If, within 30 days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to make Loans
hereunder as a result of any Default (other than any Default as described in
SECTION 7.6 or 7.7) and before any judgment or decree for the payment of the
Obligations due shall have been obtained or entered, the Required Lenders (in
their sole discretion) shall so direct, the Administrative Agent shall, by
notice to the Borrower, rescind and annul such acceleration and/or termination.

          8.2 AMENDMENTS. Subject to the provisions of this ARTICLE VIII, the
Required Lenders (or the Administrative Agent with the consent in writing of the
Required Lenders) and the Borrower may enter into agreements supplemental hereto
for the purpose of adding or modifying any provisions to the Loan Documents or
changing in any manner the rights of the Lenders or the Borrower hereunder or
waiving any Default or Unmatured Default hereunder; PROVIDED, HOWEVER, that no
such supplemental agreement shall, without the consent of each Lender affected
thereby:

          (a)  extend the maturity of any Loan, Note or Reimbursement Obligation
or forgive all or any portion of the principal amount thereof, any interest
thereon or any fees or other amounts payable hereunder, or reduce the rate or
extend the time of payment of interest, fees or other amounts payable hereunder;

          (b)  reduce the percentage specified in the definition of Required
Lenders;


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<PAGE>

          (c)  except as provided in SECTION 2.11(d), increase the amount of the
Commitment of any Lender hereunder, or permit the Borrower to assign its rights
or obligations under this Agreement;

          (d)  except as provided in SECTION 9.15, release any Material
Subsidiary from its obligations under the Facility Guaranty; or

          (e)  amend this SECTION 8.2.

No amendment of any provision of this Agreement relating in any way to the
Administrative Agent or any or all of the Letters of Credit shall be effective
without the written consent of the Administrative Agent and each Issuing Lender.
No amendment of any provision of this Agreement which subjects any Designated
Lender to any additional obligation hereunder shall be effective with respect to
such Designated Lender without the written consent of such Designated Lender or
its Designating Lender. No amendment of any provision of this Agreement relating
to Swing Line Loans shall be effective without the written consent of the Swing
Line Lender. The Administrative Agent may waive payment of the fee required
under SECTION 12.3.2 without obtaining the consent of any other party to this
Agreement.

          8.3 PRESERVATION OF RIGHTS. No delay or omission of the Lenders or any
of them or the Administrative Agent to exercise any right under the Loan
Documents shall impair such right or be construed to be a waiver of any Default
or an acquiescence therein, and the making of a Loan notwithstanding the
existence of a Default or the inability of the Borrower to satisfy the
conditions precedent to such Loan shall not constitute any waiver or
acquiescence. Any single or partial exercise of any such right shall not
preclude any other or further exercise thereof or the exercise of any other
right, and no waiver, amendment or other variation of the terms, conditions or
provisions of the Loan Documents whatsoever shall be valid unless in writing
signed by (or with the consent of) the Lenders required pursuant to SECTION 8.2,
and then only to the extent specifically set forth in such writing. All remedies
contained in the Loan Documents or afforded by law shall be cumulative and all
shall be available to the Administrative Agent and the Lenders until the
Obligations have been paid in full.

                                   ARTICLE IX
                               GENERAL PROVISIONS

          9.1 SURVIVAL OF REPRESENTATIONS. All representations and warranties of
the Borrower contained in this Agreement shall survive delivery hereof
(including any Notes) and the making of the Loans herein contemplated.

          9.2 GOVERNMENTAL REGULATION. Anything contained in this Agreement to
the contrary notwithstanding, no Lender shall be obligated to extend credit to
the Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

          9.3 TAXES; STAMP DUTIES. Any taxes (excluding taxes (including net
income taxes, franchise taxes and branch profit taxes) as are imposed on or
measured by such Lender's, Swing Line Lender's or Issuing Lender's, as the case
may be, net income by the United States of America or any Governmental Authority
of the jurisdiction under the laws of which such Lender, Swing Line Lender or
Issuing Lender, as the case may be, is organized or maintains its Lending


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Installation) or other similar assessments or charges made by any Governmental
Authority or revenue authority in respect of the Loan Documents shall be paid by
the Borrower, together with interest and penalties, if any, as provided in
SECTION 3.1. The Borrower shall pay and forthwith on demand indemnify each of
the Administrative Agent and each Lender against any liability it incurs in
respect of any stamp, registration and similar tax which is or becomes payable
in connection with the entry into, performance or enforcement of any Loan
Document. To the extent reasonably possible, each Lender shall designate an
alternate Lending Installation with respect to its Loans to reduce any liability
of the Borrower to such Lender under this SECTION 9.3, so long as such
designation is not disadvantageous to such Lender in its reasonable
determination. If any Lender has demanded compensation under this SECTION 9.3,
the Borrower may elect to require the applicable Lender to assign its
outstanding Syndicated Loans, L/C Interests and Commitment hereunder to another
financial institution designated by the Borrower and reasonably acceptable to
the Administrative Agent. The obligation of a Lender to assign its rights and
obligations hereunder as contemplated by this SECTION 9.3 is subject to the
requirements that (x) all amounts owing to that Lender under the Loan Documents
are paid in full upon the completion of such assignment and (y) any assignment
is effected in accordance with the terms of SECTION 12.3 and on terms otherwise
satisfactory to that Lender (it being understood that the Borrower or the
replacement Lender shall pay the processing fee payable to the Administrative
Agent pursuant to SECTION 12.3.2 in connection with any such assignment).

          9.4 HEADINGS. Section headings in the Loan Documents are for
convenience of reference only and shall not govern the interpretation of any of
the provisions of the Loan Documents.

          9.5 ENTIRE AGREEMENT. The Loan Documents embody the entire agreement
and understanding among the Borrower, the Administrative Agent and the Lenders
and supersede all prior agreements and understandings among the Borrower, the
Administrative Agent and the Lenders relating to the subject matter thereof.

          9.6 SEVERAL OBLIGATIONS; BENEFITS OF THIS AGREEMENT. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the
Administrative Agent is authorized to act as such). The failure of any Lender to
perform any of its obligations hereunder shall not relieve any other Lender from
any of its obligations hereunder. This Agreement shall not be construed so as to
confer any right or benefit upon any Person other than the parties (and their
directors, officers and employees with respect to SECTION 9.7 to this Agreement)
and their respective successors and assigns.

          9.7 EXPENSES; INDEMNIFICATION.

          (a)  The Borrower shall reimburse the Administrative Agent for any
reasonable costs, internal charges and out-of-pocket expenses (including
reasonable attorneys' fees and time charges of attorneys for the Administrative
Agent and the Arrangers; which attorneys may be employees of the Administrative
Agent and the Arrangers or of one outside counsel, but not both) paid or
incurred by the Administrative Agent or the Arrangers in connection with the
preparation, negotiation, execution, delivery, syndication, review, amendment,
modification, and administration of the Loan Documents. The Borrower also agrees


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<PAGE>

to reimburse the Administrative Agent, the Arrangers, the Issuing Lenders, the
Swing Line Lender and the Lenders for any reasonable costs, internal charges and
out-of-pocket expenses (including reasonable attorneys' fees and time charges of
not more than three firms of attorneys for the Administrative Agent, the
Arrangers and the Lenders, which attorneys may be employees of such persons)
paid or incurred by the Administrative Agent, the Arrangers or any Lender in
connection with the restructuring, workout, collection and/or enforcement of the
Loan Documents.

          (b)  The Borrower further agrees to defend, protect, indemnify, and
hold harmless the Administrative Agent, the Swing Line Lender, and each and all
of the Issuing Lenders, the Lenders and the Arrangers and each of their
respective Affiliates, and each of such Person's respective officers, directors,
employees, partners, managers, shareholders, attorneys and agents (collectively,
the "INDEMNITEES") from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, claims, costs and
expenses of any kind or nature whatsoever (including, without limitation, the
reasonable fees and disbursements of attorneys and paralegals for such
Indemnitees in connection with any investigative, administrative or judicial
proceeding, whether or not such Indemnitees shall be designated a party
thereto), imposed on, incurred by or asserted against such Indemnitees in any
manner relating to or arising out of:

          (i)  this Agreement, the other Loan Documents or any act, event or
     transaction related or attendant thereto or to the making of the Loans, and
     the issuance or modification of and participation in Letters of Credit
     hereunder, the management of such Loans or Letters of Credit, the use or
     intended use of the proceeds of the Loans or Letters of Credit hereunder,
     or any of the other transactions contemplated by the Loan Documents; or

          (ii) any liabilities, obligations, responsibilities, losses, damages,
     personal injury, death, punitive damages, economic damages, consequential
     damages, treble damages, intentional, willful or wanton injury, damage or
     threat to the environment, natural resources or public health or welfare,
     costs and expenses (including, without limitation, attorney, expert and
     consulting fees and costs of investigation, feasibility or remedial action
     studies), fines, penalties and monetary sanctions and interest, direct or
     indirect, known or unknown, absolute or contingent, past, present or future
     relating to violation of any Environmental, Health or Safety Requirements
     of Law arising from or in connection with the past, present or future
     operations of the Borrower, its Subsidiaries or any of their respective
     predecessors in interest, or, the past, present or future environmental,
     health or safety condition of any respective Property of the Borrower or
     its Subsidiaries, the presence of asbestos-containing materials at any
     respective property of the Borrower or its Subsidiaries or the release or
     threatened release of any petroleum, toxic or hazardous waste or substance
     into the environment (collectively, the "INDEMNIFIED MATTERS");

PROVIDED, HOWEVER, the Borrower shall have no obligation to an Indemnitee
hereunder with respect to Indemnified Matters caused solely by or resulting
solely from the willful misconduct or Gross Negligence of such Indemnitee as
determined by the final non-appealable judgment of a court of competent
jurisdiction. If the undertaking to indemnify, pay and hold harmless set forth


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<PAGE>

in the preceding sentence may be unenforceable because it is violative of any
law or public policy, the Borrower shall contribute the maximum portion which it
is permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all Indemnified Matters incurred by the Indemnitees.

          (c)  The Borrower further agrees to assert no claim against any of the
Indemnitees on any theory of liability for consequential, special, indirect,
exemplary or punitive damages. No settlement shall be entered into by the
Borrower or any of its Subsidiaries with respect to any claim, litigation,
arbitration or other proceeding relating to or arising out of the transaction
evidenced by this Agreement or the other Loan Documents (whether or not the
Administrative Agent or any Lender or any other Indemnitee is a party thereto)
unless such settlement releases all Indemnitees from any and all liability with
respect thereto. After submission of a written request to an Indemnitee from the
Borrower detailing the nature of any claim, litigation, arbitration or other
proceeding which relates to or arises out of the transaction evidenced by this
Agreement or the other Loan Documents, such Indemnitee shall inform the Borrower
as to whether it will require compliance with the provisions of this CLAUSE (c)
or whether it will waive such compliance, any waiver of which shall be
applicable only for such Indemnitee.

          (d)  The obligations of the Borrower under this Section shall survive
the termination of this Agreement.

          9.8 NUMBERS OF DOCUMENTS. All statements, notices, closing documents,
and requests hereunder shall be furnished to the Administrative Agent with
sufficient counterparts so that the Administrative Agent, if it deems
appropriate, may furnish one to each of the Lenders.

          9.9 ACCOUNTING. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles. If any changes in generally accepted accounting principles are
hereafter required or permitted and are adopted by the Borrower or any of its
Subsidiaries with the agreement of its independent certified public accountants
and such changes result in a change in the method of calculation of any of the
financial covenants, restrictions or standards herein or in the related
definitions or terms used therein ("ACCOUNTING CHANGES"), the parties hereto
agree, at the Borrower's request, to enter into negotiations, in good faith, in
order to amend such provisions in a credit neutral manner so as to reflect
equitably such Accounting Changes with the desired result that the criteria for
evaluating the Borrower's and its Subsidiaries' financial condition shall be the
same after such Accounting Changes as if such Accounting Changes had not been
made; PROVIDED, HOWEVER, until such provisions are amended in a manner
reasonably satisfactory to the Administrative Agent and the Required Lenders, no
Accounting Change shall be given effect in such calculations and all financial
statements and reports required to be delivered hereunder shall be prepared in
accordance with Agreement Accounting Principles without taking into account such
Accounting Changes. In the event such amendment is entered into, all references
in this Agreement to Agreement Accounting Principles shall mean generally
accepted accounting principles in effect as of the date of such amendment.

          9.10 SEVERABILITY OF PROVISIONS. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction,


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<PAGE>

be inoperative, unenforceable, or invalid without affecting the remaining
provisions in that jurisdiction or the operation, enforceability, or validity of
that provision in any other jurisdiction, and to this end the provisions of all
Loan Documents are declared to be severable.

          9.11 NONLIABILITY OF LENDERS. The relationship between the Borrower,
on the one hand, and the Lenders and the Administrative Agent, on the other
hand, shall be solely that of borrower and lender. Neither the Administrative
Agent nor any Lender shall have any fiduciary responsibilities to the Borrower
or any of its Subsidiaries. Neither the Administrative Agent nor any Lender
undertakes any responsibility to the Borrower or any of its Subsidiaries to
review or inform the Borrower or any of its Subsidiaries of any matter in
connection with any phase of the business or operations of the Borrower or any
of its Subsidiaries.

          9.12 GOVERNING LAW. THE ADMINISTRATIVE AGENT ACCEPTS THIS AGREEMENT,
ON BEHALF OF ITSELF, THE ISSUING LENDERS, THE SWING LINE LENDER AND THE LENDERS,
AT CHICAGO, ILLINOIS BY ACKNOWLEDGING AND AGREEING TO IT THERE. ANY DISPUTE
BETWEEN THE BORROWER AND ANY OF THE ADMINISTRATIVE AGENT, ANY ISSUING LENDER,
THE SWING LINE LENDER OR ANY LENDER, OR ANY OTHER HOLDER OF THE OBLIGATIONS
ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE,
SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE
CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

          9.13 CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

          (A)  JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT
SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM, BUT THE BORROWER ACKNOWLEDGES
THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED
OUTSIDE OF CHICAGO, ILLINOIS. EXCEPT AS SET FORTH IN CLAUSE (B) BELOW, ANY
JUDICIAL PROCEEDING BY THE ADMINISTRATIVE AGENT, THE SWING LINE LENDER, ANY
ISSUING LENDER OR ANY LENDER ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT
OR ANY OF THE OTHER LOAN DOCUMENTS IF BROUGHT OTHER THAN IN ANY UNITED STATES
FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS, SHALL BE BROUGHT
ONLY IN A COURT IN BOSTON, MASSACHUSETTS OR NEW YORK, NEW YORK. ANY JUDICIAL
PROCEEDING BY THE BORROWER AGAINST THE ADMINISTRATIVE AGENT, THE


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SWING LINE LENDER, ANY ISSUING LENDER OR ANY LENDER OR ANY AFFILIATE OF ANY SUCH
PERSON INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF,
RELATED TO OR CONNECTED WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE
BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS, BOSTON, MASSACHUSETTS OR NEW YORK,
NEW YORK, TO THE EXTENT THAT JURISDICTION CAN BE OBTAINED AGAINST SUCH PERSONS
IN ANY SUCH JURISDICTION, BUT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS
FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF CHICAGO,
ILLINOIS, BOSTON, MASSACHUSETTS OR NEW YORK, NEW YORK. EACH OF THE PARTIES
HERETO WAIVES IN ALL DISPUTES BROUGHT IN THE JURISDICTIONS IDENTIFIED IN THIS
CLAUSE (A) ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT
CONSIDERING THE DISPUTE PROVIDED, WITH RESPECT TO THE ADMINISTRATIVE AGENT OR
ANY LENDER, PERSONAL JURISDICTION WITH RESPECT TO SUCH PARTY MAY BE OBTAINED IN
SUCH JURISDICTION.

          (B)  OTHER JURISDICTIONS. NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY
PERSON TO BRING ANY ACTION HEREUNDER IN A COURT IN ANY LOCATION TO ENABLE SUCH
PERSON TO OBTAIN PERSONAL JURISDICTION OVER ANY OTHER PERSON WITH RESPECT
HERETO. THE BORROWER AGREES THAT THE ADMINISTRATIVE AGENT, ANY ISSUING LENDER,
ANY SWING LINE LENDER, ANY LENDER OR ANY OTHER HOLDER OF THE OBLIGATIONS SHALL
HAVE THE RIGHT TO PROCEED AGAINST THE BORROWER OR ITS PROPERTY IN A COURT IN ANY
LOCATION TO ENABLE SUCH PERSON TO ENFORCE A JUDGMENT OR OTHER COURT ORDER
ENTERED IN FAVOR OF SUCH PERSON. THE BORROWER AGREES THAT IT WILL NOT ASSERT ANY
PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT UNDER THIS CLAUSE (B) BY SUCH
PERSON TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON, ALL
OF WHICH PERMISSIVE COUNTERCLAIMS SHALL BE BROUGHT BY THE BORROWER IN THE
JURISDICTIONS IDENTIFIED IN CLAUSE (A) ABOVE. THE BORROWER WAIVES ANY OBJECTION
THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH SUCH PERSON HAS COMMENCED
A PROCEEDING DESCRIBED IN THIS CLAUSE (B).

          (C)  SERVICE OF PROCESS; INCONVENIENT FORUM. THE BORROWER WAIVES
PERSONAL SERVICE OF ANY PROCESS UPON IT AND AGREES THAT ANY SUCH PROCESS MAY BE
SERVED BY REGISTERED MAIL TO THE BORROWER AT ITS ADDRESS FOR NOTICES PURSUANT TO
SECTION 13.1. THE BORROWER IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING, WITHOUT
LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
IN ANY JURISDICTION SET FORTH ABOVE.


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          (D)  WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO HAVE
A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT
OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY
AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

          (E)  ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENTS TO EACH OTHER
PARTY HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE
PROVISIONS OF THIS SECTION 9.13 WITH ITS COUNSEL.

          9.14 CONFIDENTIALITY. Each Lender agrees to hold any confidential
information which it may receive from the Borrower pursuant to this Agreement in
confidence, except for disclosure (i) to other Lenders and its and their
respective Affiliates, Transferees and prospective Transferees (each of whom by
its acceptance thereof, agrees to be bound by the terms of this SECTION 9.14),
(ii) in confidence to legal counsel, accountants and other professional advisors
to that Lender or to Transferees or prospective Transferees pursuant to SECTION
12.5, (iii) to regulatory officials, (iv) to any Person as requested (which
request such Lender reasonably believes could give rise to mandatory disclosure)
or pursuant to or as required by law, regulation or legal process, (v) to any
Person in connection with any legal proceeding to which that Lender is a party
with respect to any claim, litigation, arbitration or other proceeding relating
to or arising out of the transaction evidenced by this Agreement or the other
Loan Documents, (vi) to any Person in connection with any other legal proceeding
to which that Lender is a party, PROVIDED, that such Lender uses reasonable
efforts to give the Borrower notice of any disclosure thereunder and PROVIDED,
FURTHER, that any failure in such regard shall not result in any liability on
the part of such Lender, and (vii) permitted by SECTION 12.5.

          9.15 FACILITY GUARANTY RELEASES. Each of the Lenders, the Swing Line
Lender, the Issuing Lenders and the Administrative Agent agrees that upon the
consummation of any transaction involving a merger permitted under the last
sentence of SECTION 6.10, or the sale of all or substantially all of the assets
or equity interests of a Material Subsidiary (which sale is permitted pursuant
to the terms of SECTION 6.11) or any other transaction otherwise permitted under
this Agreement pursuant to which any Material Subsidiary shall cease to be a
Material Subsidiary hereunder, upon the reasonable request of the Borrower, the
Administrative Agent, for itself and on behalf of the Lenders, the Swing Line
Lender and the Issuing Lenders, shall promptly release and terminate the
Facility Guaranty with respect to the Material Subsidiary which is the subject
of such transaction.


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                                   ARTICLE X
                            THE ADMINISTRATIVE AGENT

          10.1 APPOINTMENT; NATURE OF RELATIONSHIP. Bank One is appointed by the
Issuing Lenders, Swing Line Lender and Lenders as the Administrative Agent
hereunder and under each other Loan Document, and each of the Issuing Lenders,
the Swing Line Lender and the Lenders irrevocably authorizes the Administrative
Agent to act as the contractual representative of such Person with the rights
and duties expressly set forth herein and in the other Loan Documents. The
Administrative Agent agrees to act as such contractual representative upon the
express conditions contained in this ARTICLE X. Notwithstanding the use of the
defined term "Administrative Agent" or "agent" in reference to Bank One, it is
expressly understood and agreed that the Administrative Agent shall not have any
fiduciary responsibilities to any Issuing Lender, Swing Line Lender or Lender by
reason of this Agreement and that the Administrative Agent is merely acting as
the representative of the Issuing Lenders, Swing Line Lender and Lenders with
only those duties as are expressly set forth in this Agreement and the other
Loan Documents. In its capacity as such contractual representative, the
Administrative Agent (i) does not assume any fiduciary duties to any of the
Issuing Lenders, Swing Line Lender or Lenders, (ii) is a "representative" of the
Issuing Lenders, Swing Line Lender and Lenders within the meaning of Section
9-102 of the Uniform Commercial Code and (iii) is acting as an independent
contractor, the rights and duties of which are limited to those expressly set
forth in this Agreement and the other Loan Documents. Each of the Issuing
Lenders, Swing Line Lender and Lenders agrees to assert no claim against the
Administrative Agent on any agency theory or any other theory of liability for
breach of fiduciary duty, all of which claims each Issuing Lender, Swing Line
Lender and Lender waives.

          10.2 POWERS. The Administrative Agent shall have and may exercise such
powers under the Loan Documents as are specifically delegated to the
Administrative Agent by the terms of each thereof, together with such powers as
are reasonably incidental thereto. The Administrative Agent shall have no
implied duties or fiduciary duties to the Issuing Lenders, Swing Line Lender or
Lenders, or any obligation to the Issuing Lenders, Swing Line Lender or Lenders
to take any action hereunder or under any of the other Loan Documents except any
action specifically provided by the Loan Documents required to be taken by the
Administrative Agent.

          10.3 GENERAL IMMUNITY. Neither the Administrative Agent nor any of its
directors, officers, agents or employees shall be liable to the Borrower or any
Issuing Lender, Swing Line Lender or Lender for any action taken or omitted to
be taken by it or them hereunder or under any other Loan Document or in
connection herewith or therewith except to the extent such action or inaction is
found in a final judgment by a court of competent jurisdiction to have arisen
solely from the Gross Negligence or willful misconduct of such Person.

          10.4 NO RESPONSIBILITY FOR LOANS, CREDITWORTHINESS, COLLATERAL,
RECITALS, ETC. Neither the Administrative Agent nor any of its directors,
officers, agents or employees shall be responsible for or have any duty to
ascertain, inquire into or verify (i) any statement, warranty or representation
made in connection with any Loan Document or any extension of credit hereunder;
(ii) the performance or observance of any of the covenants or agreements of the
Borrower, any Subsidiary or any other obligor under any Loan Document; (iii) the
satisfaction of


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<PAGE>

any condition specified in ARTICLE IV, except receipt of items required to be
delivered solely to the Administrative Agent; (iv) the existence or possible
existence of any Default or Unmatured Default; or (v) the validity,
effectiveness or genuineness of any Loan Document or any other instrument or
writing furnished in connection therewith. The Administrative Agent shall not be
responsible to any Issuing Lender, Swing Line Lender or Lender for any recitals,
statements, representations or warranties herein or in any of the other Loan
Documents or for the execution, effectiveness, genuineness, validity, legality,
enforceability, collectibility or sufficiency of this Agreement or any of the
other Loan Documents or the transactions contemplated thereby, or for the
financial condition of the Borrower or any of its Subsidiaries. The
Administrative Agent will use its reasonable efforts to distribute to each of
the Lenders, in a timely fashion, a copy of all written reports, certificates
and information required to be supplied by the Borrower or any of its
Subsidiaries to the Administrative Agent pursuant to the terms of this Agreement
or any of the other Loan Documents; PROVIDED that any failure in such regard
shall not result in any liability on the part of the Administrative Agent and
provided, FURTHER that the Administrative Agent shall have no duty to disclose
to the Lenders information that is not required to be furnished by the Borrower
to the Administrative Agent at such time, but is voluntarily furnished by the
Borrower to the Administrative Agent (either in its capacity as Administrative
Agent or in its individual capacity).

          10.5 ACTION ON INSTRUCTIONS OF LENDERS. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting,
hereunder and under any other Loan Document in accordance with written
instructions signed by the Required Lenders or all of the Lenders (as applicable
under SECTION 8.2), and such instructions and any action taken or failure to act
pursuant thereto shall be binding on all of the Issuing Lenders, Swing Line
Lender, Lenders and any other holders of the Obligations. The Administrative
Agent shall be fully justified in failing or refusing to take any action
hereunder and under any other Loan Document unless it shall first be indemnified
to its satisfaction (which shall not include any requirement that it be
indemnified for its willful misconduct or Gross Negligence) by the Lenders pro
rata against any and all liability, cost and expense that it may incur by reason
of taking or continuing to take any such action.

          10.6 EMPLOYMENT OF AGENTS AND COUNSEL. The Administrative Agent may
execute any of its duties as the Administrative Agent hereunder and under any
other Loan Document by or through employees, agents and attorney-in-fact and
shall not be answerable to the Issuing Lenders, Swing Line Lender or Lenders,
except as to money or securities received by it or its authorized agents, for
the default or misconduct of any such agents or attorneys-in-fact selected by it
with reasonable care. The Administrative Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Administrative Agent
and the Issuing Lenders, Swing Line Lender and Lenders and all matters
pertaining to the Administrative Agent's duties hereunder and under any other
Loan Document.

          10.7 RELIANCE ON DOCUMENTS; COUNSEL. The Administrative Agent shall be
entitled to rely upon any Note, notice, consent, certificate, affidavit, letter,
telegram, statement, paper or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and, in respect
of legal matters, upon the opinion of counsel selected by the Administrative
Agent, which counsel may be employees of the Administrative


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Agent and which counsel may have acted as counsel for the Administrative Agent
in connection with the negotiation and execution of this Agreement and the other
Loan Documents.

          10.8 THE ADMINISTRATIVE AGENT'S REIMBURSEMENT AND INDEMNIFICATION. The
Lenders agree to reimburse and indemnify the Administrative Agent ratably in
proportion to their respective Pro Rata Shares (i) for any amounts not
reimbursed by the Borrower for which the Administrative Agent is entitled to
reimbursement by the Borrower under the Loan Documents, (ii) for any other
expenses incurred by the Administrative Agent on behalf of the Issuing Lenders,
Swing Line Lender or Lenders, in connection with the preparation, execution,
delivery, administration and enforcement of the Loan Documents (including with
respect to any disagreement between or among any of the Administrative Agent,
Issuing Lenders, Swing Line Lender or Lenders) and (iii) for any liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever which may be imposed
on, incurred by or asserted against the Administrative Agent in any way relating
to or arising out of the Loan Documents or any other document delivered in
connection therewith or the transactions contemplated thereby, or the
enforcement of any of the terms thereof or of any such other documents, PROVIDED
that no Lender shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final non-appealable judgment by a court of competent
jurisdiction to have arisen solely from the Gross Negligence or willful
misconduct of the Administrative Agent.

          10.9 RIGHTS AS A LENDER. With respect to its Commitment, Loans made by
it, Letters of Credit issued by it and Notes (if any) issued to it, Bank One (or
any other Person succeeding it as the Administrative Agent) shall have the same
rights and powers hereunder and under any other Loan Document as any Lender,
Issuing Lender or Swing Line Lender, as applicable, and may exercise the same as
though it were not the Administrative Agent, and the terms "Lender," "Lenders,"
"Issuing Lender," "Issuing Lenders," "Swing Line Lender," and "Swing Line
Lenders" shall, unless the context otherwise indicates, include Bank One (or any
other Person succeeding it as the Administrative Agent) in its individual
capacity. Bank One (or any other Person succeeding it as the Administrative
Agent) may accept deposits from, lend money to, and generally engage in any kind
of trust, debt, equity or other transaction, in addition to those contemplated
by this Agreement or any other Loan Document, with the Borrower or any of its
Subsidiaries in which such Person is not prohibited hereby from engaging with
any other Person.

          10.10 LENDER CREDIT DECISION. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Issuing Lender, Swing Line Lender or Lender and based on the financial
statements prepared by the Borrower and its Subsidiaries and such other
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement and the other Loan Documents.
Each Lender also acknowledges that it will, independently and without reliance
upon the Administrative Agent or any other Issuing Lender, Swing Line Lender or
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement and the other Loan Documents.


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<PAGE>

          10.11 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may
resign at any time by giving written notice thereof to the Lenders and the
Borrower, and the Administrative Agent may be removed at any time with or
without cause by written notice received by the Administrative Agent from the
Required Lenders. Upon any such resignation or removal, the Required Lenders
shall have the right to appoint, without the consent of the Borrower and on
behalf of the Swing Line Lender, Issuing Lenders and Lenders, a successor
Administrative Agent. If no successor Administrative Agent shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within thirty days after the retiring Administrative Agent's giving notice of
resignation, then the retiring Administrative Agent may appoint, without the
consent of the Borrower and on behalf of the Issuing Lenders, Swing Line Lender
and Lenders, a successor Administrative Agent, which successor Administrative
Agent shall be a Lender unless no Lender shall so agree in which event such
successor Administrative Agent may be a Person of the Administrative Agent's
choosing. Notwithstanding anything herein to the contrary, so long as no Default
has occurred and is continuing, each such successor Administrative Agent shall
be subject to approval by the Borrower, which approval shall not be unreasonably
withheld. Such successor Administrative Agent shall be a commercial bank having
capital and retained earnings of at least $100,000,000. Upon the acceptance of
any appointment as the Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder and under the
other Loan Documents. After any retiring Administrative Agent's resignation
hereunder as Administrative Agent, the provisions of this ARTICLE X shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as the Administrative Agent hereunder and
under the other Loan Documents.

          10.12 NO DUTIES IMPOSED ON SYNDICATION AGENTS, DOCUMENTATION AGENTS OR
ARRANGERS. None of the Persons identified on the cover page to this Agreement,
the signature pages to this Agreement or otherwise in this Agreement as a
"Syndication Agent," "Documentation Agent" or "Arranger" shall have any right,
power, obligation, liability, responsibility or duty under this Agreement other
than, if such Person is a Lender, Issuing Lender or Swing Line Lender, those
applicable to all Lenders, Issuing Lenders or Swing Line Lenders as such.
Without limiting the foregoing, none of the Persons identified on the cover page
to this Agreement, the signature pages to this Agreement or otherwise in this
Agreement as a "Syndication Agent," "Documentation Agent" or "Arranger" shall
have or be deemed to have any fiduciary duty to or fiduciary relationship with
any Lender. In addition to the agreement set forth in SECTION 10.12, each of the
Lenders acknowledges that it has not relied, and will not rely, on any of the
Persons so identified in deciding to enter into this Agreement or in taking or
not taking action hereunder.

          10.13 ADMINISTRATIVE AGENT'S FEE. The Borrower agrees to pay to the
Administrative Agent, for its own account, the fees agreed to by the Borrower
and the Administrative Agent by separate letter agreement, or as otherwise
agreed from time to time.


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                                   ARTICLE XI
                            SETOFF; RATABLE PAYMENTS

          11.1 SETOFF. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if the Borrower becomes insolvent, however
evidenced, or any Default or Unmatured Default occurs and is continuing, any and
all deposits (including all account balances, whether provisional or final and
whether or not collected or available) and any other Indebtedness at any time
held or owing by any Lender to or for the credit or account of the Borrower may
be offset and applied toward the payment of the Obligations owing to such
Lender, whether or not the Obligations, or any part hereof, shall then be due.

          11.2 RATABLE PAYMENTS. If any Lender, whether by setoff or otherwise,
has payment made to it upon its Syndicated Loans (other than payments received
pursuant to SECTION 3.1, 3.2 or 3.4) in a greater proportion than that received
by any other Lender, such Lender agrees, promptly upon demand, to purchase a
portion of the Syndicated Loans held by the other Lenders so that after such
purchase each Lender will hold its ratable proportion of Syndicated Loans. If
any Lender, whether in connection with setoff or amounts which might be subject
to setoff or otherwise, receives collateral or other protection for its
Obligations or such amounts which may be subject to setoff, such Lender agrees,
promptly upon demand, to take such action necessary such that all Lenders share
in the benefits of such collateral ratably in proportion to their Syndicated
Loans. In case any such payment is disturbed by legal process, or otherwise,
appropriate further adjustments shall be made.

          11.3 APPLICATION OF PAYMENTS. The Administrative Agent shall, unless
otherwise specified at the direction of the Required Lenders which direction
shall be consistent with the last sentence of this SECTION 11.3, apply all
payments and prepayments in respect of any Obligations in the following order:

          (a)  FIRST, to pay interest on and then principal of any portion of
the Loans which the Administrative Agent may have advanced on behalf of any
Lender for which the Administrative Agent has not then been reimbursed by such
Lender or the Borrower;

          (b)  SECOND, to pay Obligations in respect of any fees, expense
reimbursements or indemnities then due to the Administrative Agent in its
capacity as such;

          (c)  THIRD, to pay interest on and then principal outstanding on the
Swing Line Loans, applied ratably to all outstanding Swing Line Loans;

          (d)  FOURTH, to the ratable payment of Obligations in respect of any
fees, expenses, reimbursements or indemnities then due to the Lenders, Swing
Line Lender and Issuing Lenders;

          (e)  FIFTH, to pay interest due in respect of Loans (other than Swing
Line Loans) and L/C Obligations;

          (f)  SIXTH, to the ratable payment or prepayment of principal
outstanding on Loans (other than Swing Line Loans) and Reimbursement Obligations
in such order as the Administrative Agent may determine in its sole discretion;


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          (g)  SEVENTH, to provide required cash collateral, if any, pursuant to
SECTION 2.20.10; and

          (h)  EIGHTH, to the ratable payment of all other Obligations.

Unless otherwise designated (which designation shall only be applicable if no
Default has occurred and is continuing) by the Borrower or unless otherwise
mandated by the terms of this Agreement, all principal payments in respect of
Loans shall be applied FIRST, to repay outstanding Money Market Rate Loans,
SECOND to repay other outstanding Floating Rate Loans, and THEN to repay
outstanding Eurodollar Loans with those Eurodollar Loans which have earlier
expiring Interest Periods being repaid prior to those which have later expiring
Interest Periods. The order of priority set forth in this SECTION 11.3 and the
related provisions of this Agreement are set forth solely to determine the
rights and priorities of the Administrative Agent, the Lenders, the Swing Line
Lender and the Issuing Lenders as among themselves. The order of priority set
forth in CLAUSES (d) through (h) of this SECTION 11.3 may at any time and from
time to time be changed by the Required Lenders without necessity of notice to
or consent of or approval by Borrower or any other Person. The order of priority
set forth in CLAUSES (a) and (b) of this SECTION 11.3 may be changed only with
the prior written consent of the Administrative Agent and the order of priority
set forth in CLAUSE (c) may be changed only with the prior written consent of
the Swing Line Lender.

                                  ARTICLE XII
                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

          12.1 SUCCESSORS AND ASSIGNS. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower, the
Administrative Agent and the Lenders and their respective successors and
assigns, except that (a) the Borrower shall not have the right to assign its
rights or obligations under the Loan Documents without the consent of all of the
Lenders and (b) any assignment by any Lender must be made in compliance with
SECTION 12.3. Notwithstanding CLAUSE (b) of the preceding sentence, any Lender
may at any time, without the consent of the Borrower or the Administrative
Agent, assign all or any portion of its rights under this Agreement and its
Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment
shall release the transferor Lender from its obligations hereunder. The
Administrative Agent may treat the Person which made any Loan or which holds any
Note as the owner thereof for all purposes hereof unless and until such Person
complies with SECTION 12.3 in the case of an assignment thereof or, in the case
of any other transfer, a written notice of the transfer is filed with the
Administrative Agent. Any assignee or transferee of the rights to any Loan or
any Note agrees by acceptance of such transfer or assignment to be bound by all
the terms and provisions of the Loan Documents. Any request, authority or
consent of any Person, who at the time of making such request or giving such
authority or consent is the owner of the rights to any Loan (whether or not a
Note has been issued in evidence thereof), shall be conclusive and binding on
any subsequent holder, transferee or assignee of the rights to such Loan.


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          12.2 PARTICIPATIONS.

          12.2.1 PERMITTED PARTICIPANTS; EFFECT. Any Lender may, in the ordinary
course of its business and in accordance with applicable law, at any time sell
to one or more banks or other Eligible Participants (a "PARTICIPANT")
participating interests in any Loan owing to such Lender, any Note held by such
Lender, any L/C Interest held by such Lender, the Commitment of such Lender or
any other interest of such Lender under the Loan Documents. In the event of any
such sale by a Lender of participating interests to a Participant, such Lender's
obligations under the Loan Documents shall remain unchanged, such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, such Lender shall remain the owner of its Loans and the holder
of any Note issued to it for all purposes under the Loan Documents, all amounts
payable by the Borrower under this Agreement shall be determined as if such
Lender had not sold such participating interests, and the Borrower and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under the Loan
Documents. The participation agreement effecting the sale of any participating
interest shall contain a representation by the Participant to the effect that
none of the consideration used to make the purchase of the participating
interest in the Commitment, Loans and L/C Interests under such participation
agreement are "plan assets" as defined under ERISA and that the rights and
interests of the Participant in and under the Loan Documents will not be "plan
assets" under ERISA.

          12.2.2 VOTING RIGHTS. Each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment, modification or
waiver of any provision of the Loan Documents other than any amendment,
modification or waiver with respect to any Loan, L/C Interest or Commitment in
which such Participant has an interest which would require the consent of such
Participant under SECTION 8.2(a) if such Participant were a Lender.

          12.2.3 BENEFIT OF SETOFF AND OTHER PROVISIONS. The Borrower agrees
that to the extent permitted by law each Participant shall be deemed to have the
right of setoff provided in SECTION 11.1 in respect of its participating
interest in amounts owing under the Loan Documents to the same extent as if the
amount of its participating interest were owing directly to it as a Lender under
the Loan Documents, PROVIDED that each Lender shall retain the right of setoff
provided in SECTION 11.1 with respect to the amount of participating interests
sold to each Participant. The Lenders agree to share with each Participant, and
each Participant, by exercising the right of setoff provided in SECTION 11.1,
agrees to share with each Lender, any amount received pursuant to the exercise
of its right of setoff, such amounts to be shared in accordance with SECTION
11.2 as if each Participant were a Lender. The Borrower agrees that each
Participant shall be entitled to the benefits of SECTIONS 3.1, 3.2 and 3.4 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to SECTION 12.3; PROVIDED, HOWEVER, that in no event shall
the Borrower be obligated to make any payment with respect to such Sections
which is greater than the amount that the Borrower would have paid to the Lender
had no such participating interest been sold.

          12.3 ASSIGNMENTS.

          12.3.1 PERMITTED ASSIGNMENTS. Any Lender may, in the ordinary course
of its business and in accordance with applicable law, at any time assign to one
or more commercial


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banks ("PURCHASERS") all or any part of its Commitment and outstanding Loans and
L/C Interests, together with its rights and obligations under the Loan Documents
with respect thereto; PROVIDED, HOWEVER, that the amount of the Commitment of
the assigning Lender being assigned pursuant to each such assignment (determined
as of the date of such assignment) may be in the amount of such Lender's entire
Commitment but otherwise shall not be less than $10,000,000 or an integral
multiple of $1,000,000 in excess of that amount. Such assignment shall be
substantially in the form of EXHIBIT D hereto or in such other form as may be
agreed to by the parties thereto. The consent of the Borrower and the
Administrative Agent shall be required prior to an assignment becoming effective
with respect to a Purchaser which is not (i) a Lender or (ii) a Wholly-Owned
Subsidiary of the same corporate parent of which the assigning Lender is a
Subsidiary (neither of which consents may be unreasonably withheld or delayed);
PROVIDED, HOWEVER, that if a Default has occurred and is continuing, the consent
of the Borrower shall not be required.

          12.3.2 EFFECT; EFFECTIVE DATE. Upon (a) delivery to the Administrative
Agent of a notice of assignment, substantially in the form attached to EXHIBIT D
hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by
SECTION 12.3.1, and (b) payment of a $3,500 fee to the Administrative Agent for
processing such assignment, such assignment shall become effective on the
effective date specified in such Notice of Assignment. The Notice of Assignment
shall contain a representation by the Purchaser to the effect that none of the
consideration used to make the purchase of the Commitment and Loans under the
applicable assignment agreement are "plan assets" as defined under ERISA and
that the rights and interests of the Purchaser in and under the Loan Documents
will not be "plan assets" under ERISA. On and after the effective date of such
assignment, such Purchaser shall for all purposes be a Lender party to this
Agreement and any other Loan Document executed by the Lenders and shall have all
the rights and obligations of a Lender under the Loan Documents, to the same
extent as if it were an original party hereto and thereto, and no further
consent or action by the Borrower, the Lenders or the Administrative Agent shall
be required to release the transferor Lender with respect to the percentage of
the Aggregate Commitment and Loans assigned to such Purchaser. Upon the
consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2,
the transferor Lender, the Administrative Agent, and the Borrower shall make
appropriate arrangements so that, if the transferor Lender desires that its
Loans be evidenced by Notes, replacement Notes are issued to such transferor
Lender and, if the Purchaser desires that its Loans be evidenced by Notes, new
Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in
each case in principal amounts reflecting its Commitment, as adjusted pursuant
to such assignment.

          12.4 DESIGNATED LENDERS. (a) Subject to the terms and conditions set
forth in this SECTION 12.4(a), any Lender may from time to time elect to
designate an Eligible Designee to provide all or any part of the Loans to be
made by such Lender pursuant to this Agreement; PROVIDED the designation of an
Eligible Designee by any Lender for purposes of this SECTION 12.4(a) shall be
subject to the approval of the Borrower and the Administrative Agent (which
consent shall not be unreasonably withheld or delayed). Upon the execution by
the parties to each such designation of an agreement in the form of EXHIBIT J
hereto (a "DESIGNATION AGREEMENT") and the acceptance thereof by the Borrower
and the Administrative Agent, the Eligible Designee shall become a Designated
Lender for purposes of this Agreement. The Designating Lender shall thereafter
have the right to permit the Designated Lender to provide all or a portion of
the Loans to be made by the Designating Lender pursuant to the terms of this


                                       72
<PAGE>

Agreement and the making of such Loans or portion thereof shall satisfy the
obligation of the Designating Lender to the same extent, and as if, such Loan
was made by the Designating Lender. As to any Loan made by it, each Designated
Lender shall have all the rights a Lender making such Loan would have under this
Agreement and otherwise; PROVIDED, (x) that all voting rights under this
Agreement shall be exercised solely by the Designating Lender and (y) each
Designating Lender shall remain solely responsible to the other parties hereto
for its obligations under this Agreement, including the obligations of a Lender
in respect of Loans made by its Designated Lender. If the Designating Lender's
Loans are evidenced by Notes, no additional Notes shall be required with respect
to Loans provided by a Designated Lender; PROVIDED, HOWEVER, to the extent any
Designated Lender shall advance funds, the Designating Lender shall be deemed to
hold any Notes in its possession as an agent for such Designated Lender to the
extent of the Loan funded by such Designated Lender. Such Designating Lender
shall act as administrative agent for its Designated Lender and give and receive
notices and communications hereunder. Any payments for the account of any
Designated Lender shall be paid to its Designating Lender as administrative
agent for such Designated Lender and neither the Borrower nor the Administrative
Agent shall be responsible for any Designating Lender's application of any such
payments. In addition, any Designated Lender may (i) with notice to, but without
the consent of the Borrower and the Administrative Agent, assign all or portions
of its interests in any Loans to its Designating Lender or to any financial
institution consented to by the Borrower and the Administrative Agent providing
liquidity and/or credit facilities to or for the account of such Designated
Lender and (ii) subject to advising any such Person that such information is to
be treated as confidential in accordance with such Person's customary practices
for dealing with confidential, non-public information, disclose on a
confidential basis any non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of any guarantee, surety or
credit or liquidity enhancement to such Designated Lender.

          (b)  Each party to this Agreement hereby agrees that it shall not
institute against, or join any other person in instituting against any
Designated Lender any bankruptcy, reorganization, arrangements, insolvency or
liquidation proceeding or other proceedings under any federal or state
bankruptcy or similar law for one year and a day after the payment in full of
all outstanding senior indebtedness of any Designated Lender; PROVIDED that the
Designating Lender for each Designated Lender hereby agrees to indemnify, save
and hold harmless each other party hereto for any loss, cost, damage and expense
arising out of their inability to institute any such proceeding against such
Designated Lender. This SECTION 12.4(b) shall survive the termination of this
Agreement.

          12.5 DISSEMINATION OF INFORMATION. The Borrower authorizes each Lender
to disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law (each a "Transferee") and any
prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Borrower and its Subsidiaries; PROVIDED
that each Transferee and prospective Transferee agrees to be bound by SECTION
9.14 of this Agreement.

          12.6 TAX TREATMENT. If any interest in any Loan Document is
transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of SECTION 2.18.


                                       73
<PAGE>

                                  ARTICLE XIII
                                     NOTICES

          13.1 GIVING NOTICE. Except as otherwise permitted by SECTION 2.14(b)
with respect to telephonic notices, all notices and other communications
provided to any party hereto under this Agreement or any other Loan Document
shall be in writing or by telex or by facsimile and addressed or delivered to
such party at its address set forth below its signature hereto or at such other
address as may be designated by such party in a notice to the other parties. Any
notice, if mailed and properly addressed with postage prepaid, shall be deemed
given when received; any notice, if transmitted by telex or facsimile, shall be
deemed given when transmitted (answerback confirmed in the case of telexes).

          13.2 CHANGE OF ADDRESS. The Borrower, the Administrative Agent and any
Lender may each change the address for service of notice upon it by a notice in
writing to the other parties hereto.

                                  ARTICLE XIV
                                 COUNTERPARTS

          This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. Subject to
SECTION 4.1, this Agreement shall be effective when it has been executed by the
Borrower, the Administrative Agent and the Lenders and each party has notified
the Administrative Agent by telex or telephone that it has taken such action.

                  [Remainder of this Page Intentionally Blank]


                                       74
<PAGE>


          IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative
Agent have executed this Agreement as of the date first above written.

                                   THE TJX COMPANIES, INC.,

                                   as the Borrower

                                   By: /s/ MARY B. REYNOLDS
                                       -------------------------------------
                                   Name: Mary B. Reynolds
                                   Title: Treasurer

                                   Address:

                                   770 Cochituate Road
                                   Framingham, Massachusetts 01701
                                   Attn: Don Campbell, Chief Financial Officer
                                   Telephone No.: (508) 390-1000
                                   Facsimile No.: (508) 390-2199




























SIGNATURE PAGE TO 5-YEAR REVOLVING CREDIT AGREEMENT
<PAGE>

                                   BANK ONE, NA (MAIN OFFICE CHICAGO),
                                   as a Lender and as Administrative Agent


                                   By: /s/ VINCENT R. HENCHEK
                                       -------------------------------------
                                   Name: Vincent R. Henchek
                                   Title: Director

                                   Address:

                                   1 Bank One Plaza
                                   Chicago, Illinois 60670
                                   Attention:  Timothy J. King
                                   Telephone No: (312) 732-4973
                                   Facsimile No.: (312) 732-7455
                                   E-mail: tim_j_king@bankone.com
<PAGE>

                                   THE BANK OF NEW YORK,
                                   as a Lender and as a Syndication Agent


                                   By: /s/ CHARLOTTE SOHN-FUIKS
                                       -------------------------------------
                                   Name: Charlotte Sohn-Fuiks
                                   Title: Vice President

                                   Address:

                                   One Wall Street
                                   8th Floor
                                   New York, New York 10286
                                   Attention: Charlotte Sohn-Fuiks
                                   Telephone No: (212) 635-7869
                                   Facsimile No.: (212) 635-1483
                                   E-mail: csohn@bankofny.com
<PAGE>

                                   FLEET NATIONAL BANK,
                                   as a Lender, as a Syndication Agent and as an
                                   Issuing Lender


                                   By: /s/ LINDA E.C. ALTO
                                       -------------------------------------
                                   Name: Linda E.C. Alto
                                   Title: Director

                                   Address:

                                   Mail Stop MA DE 10008F
                                   100 Federal Street
                                   Boston, MA 02110
                                   Attention: Linda E. Alto
                                   Telephone No.: (617) 434-1601
                                   Facsimile: (617) 434-1692
                                   E-mail: linda_e_alto@fleet.com
<PAGE>

                                   BANK OF AMERICA, N.A
                                   as a Lender

                                   /s/ AMY KROVOCHECK
                                   -------------------------------------
                                   Name: Amy Krovocheck
                                   Title: Vice President

                                   Address:

                                   901 Main Street
                                   64th Floor
                                   Dallas, TX 75202
                                   Attention: Amy Krovocheck
                                   Telephone No.: (214) 209-0193
                                   Facsimile: (214) 209-0905
                                   E-mail: amy.a.krovocheck@bankofamerica.com
<PAGE>

                                   JPMORGAN CHASE BANK,
                                   as a Lender and Documentation Agent

                                   By: /s/ JOHN FRANCIS
                                       -------------------------------------
                                   Name: John A. Francis
                                   Title: Vice President

                                   Address:

                                   234 Church Street, 6th Floor
                                   New Haven, CT 06510
                                   Attention: John A. Francis
                                   Telephone No.: (860) 633-7799
                                   Facsimile: (203) 784-3838
                                   E-mail: john.francis@jpmorgan.com
<PAGE>

                                   UNION BANK OF CALIFORNIA, N.A.
                                   as a Lender

                                   By: /s/ THERESA L. ROCHA
                                       -------------------------------------
                                   Name: Theresa L. Rocha
                                   Title: Vice President

                                   Address:

                                   350 California Street
                                   6th Floor
                                   San Francisco, CA 94546
                                   Attention: Terry Rocha
                                   Telephone No.: (415) 705-7594
                                   Facsimile: (415) 705-7085
                                   E-mail: theresa.rocha@uboc.com
<PAGE>

                                   KEYBANK NATIONAL ASSOCIATION,
                                   as a Lender

                                   By: /s/ BRENDAN A. LAWLOR
                                       -------------------------------------
                                   Name: Brendan A. Lawlor
                                   Title: Vice President

                                   Address:

                                   127 Public Square
                                   Mail Code OH-01-27-0606
                                   Cleveland, OH 44114
                                   Attention: Brendan Lawlor
                                   Telephone No.: (216) 689-5642
                                   Facsimile: (216) 689-4981
                                   E-mail: brendan_a_lawlor@keybank.com
<PAGE>

                                   PNC BANK, NATIONALK ASSOCIATION

                                   as a Lender

                                   By: /s/ DONALD V. DAVIS
                                       -------------------------------------
                                   Name: Donald V. Davis
                                   Title: Vice President

                                   Address:

                                   70 East 55th Street, 21st Floor
                                   New York, NY 10022
                                   Attention:  Donald V. Davis
                                   Telephone No.: (212) 303-0034
                                   Facsimile: (212) 303-0064
                                   E-mail: dv.davis@pncbank.com
<PAGE>

                                   MELLON BANK, N.A.,
                                   as a Lender

                                   By: /s/ NANCY E. GALE
                                       -------------------------------------
                                   Name: Nancy E. Gale
                                   Title: Vice President

                                   Address:

                                   1 Mellon Center
                                   Room 4450
                                   Pittsburgh, PA 15258
                                   Attention: Nancy E. Gale
                                   Telephone No.: (412) 268-2800
                                   Facsimile: (412) 236-6112
                                   E-mail:
<PAGE>

                                   THE ROYAL BANK OF SCOTLAND PLC,
                                   as a Lender

                                   By: /s/ CLIVE HALLAM
                                       -------------------------------------
                                   Name: Clive Hallam
                                   Title: Corporate Director

                                   Address:

                                   135 Bishopsgate
                                   London EC2M 3UR

                                   Attention: Simon Millsop/Steve Beale
                                   Telephone No.: 00 44 207 375 8781/8466
                                   Facsimile: 00 44 207 375 8710
                                   E-mail: simon.millsop@rbs.co.uk
                                           steve.beale@rbs.co.uk
<PAGE>

                                   U.S. BANK NATIONAL ASSOCIATION,
                                   as a Lender

                                   By: /s/ THOMAS L. BAYER
                                       -------------------------------------
                                   Name: Thomas L. Bayer
                                   Title: Vice President

                                   Address:

                                   Retail & Apparel Group
                                   SL-TW-12MP
                                   One U.S. Bank Plaza
                                   St. Louis, MO 63101
                                   Attention: Tom Bayer
                                   Telephone No.: (314) 418-3993
                                   Facsimile: (314) 418-3859
                                   E-mail: thomas.l.bayer@firstar.com
<PAGE>

                                   CITIZENS BANK OF MASSACHUSETTS,
                                   as a Lender

                                   By: /s/ STEPHEN FOLEY
                                       -------------------------------------
                                   Name: Stephen Foley
                                   Title: Vice President

                                   Address:

                                   28 State Street
                                   15th Floor
                                   Boston, MA 02110
                                   Attention: Maria Chaplain
                                   Telephone No.: (781) 655-4391
                                   Facsimile: (781) 655-4050
                                   E-mail: maria.chaplain@citizensbank.com
<PAGE>

                                   FIFTH THIRD BANK,
                                   as a Lender

                                   By: /s/ CHRISTINE L. WAGNER
                                       -------------------------------------
                                   Name: Christine L. Wagner
                                   Title: Assistant Vice President

                                   Address:

                                   MD 109054
                                   38 Fountain Square Plaza
                                   Cincinnati, OH 45263
                                   Attention:  Christine L. Wagner
                                   Telephone No.: (513) 534-7348
                                   Facsimile: (513) 534-5947
                                   E-mail: Christine.Wagner@53.com
<PAGE>

                                   SOVEREIGN BANK,
                                   as a Lender

                                   By: /s/ ROBERT E. COOK
                                       -------------------------------------
                                   Name: Robert E. Cook
                                   Title: Vice President

                                   Address:

                                   75 State Street
                                   Boston, MA
                                   Attention: Jesse Wong, AVP
                                   Telephone No.: (617) 346-7343
                                   Facsimile: (617) 346-3330
                                   E-mail: jwong@sovereignbank.com
                                           rcook@sovereignbank.com


<PAGE>

                                   WELLS FARGO BANK, NATIONAL
                                   ASSOCIATION,
                                   as a Lender

                                   By: /s/ CAROLINE E. GATES
                                       -------------------------------------
                                   Name: Caroline E. Gates
                                   Title: Vice President

                                   Address:

                                   70 East 55th Street
                                   11th Floor
                                   New York, NY 10022
                                   Attention: Caroline Gates
                                   Telephone No.: (212) 836-4043
                                   Facsimile: (212) 593-5241
                                   E-mail: caroline.e.gates@wellsfargo.com