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                                                                   Exhibit 10.1


                                CREDIT AGREEMENT

                            Dated as of April 24,2002

                  OFFICE DEPOT, INC., a Delaware corporation (the "BORROWER"),
the banks, financial institutions and other institutional lenders (the "INITIAL
LENDERS") listed on the signature pages hereof, CITIBANK, N.A., as syndication
agent, FLEET NATIONAL BANK and BNP PARIBAS, as documentation agents, SALOMON
SMITH BARNEY INC. and FIRST UNION SECURITIES, INC., as joint lead arrangers,
SALOMON SMITH BARNEY INC., as sole bookrunner, and WACHOVIA BANK, NATIONAL
ASSOCIATION ("WACHOVIA"), as administrative agent (the "AGENT") for the Lenders
(as hereinafter defined), agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                  SECTION 1.01. CERTAIN DEFINED TERMS. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

                  "ADVANCE" means a Revolving Credit Advance or a Competitive
         Bid Advance.

                  "AFFILIATE" means, as to any Person, any other Person that,
         directly or indirectly, controls, is controlled by or is under common
         control with such Person or is a director or officer of such Person.
         For purposes of this definition, the term "control" (including the
         terms "controlling", "controlled by" and "under common control with")
         of a Person means the possession, direct or indirect, to direct or
         cause the direction of the management and policies of such Person,
         whether through the ownership of Voting Stock, by contract or
         otherwise.

                  "AGENT'S ACCOUNT" means (a) in the case of Advances
         denominated in Dollars, the account of the Agent maintained by the
         Agent at Wachovia at its office at 201 South College Street, Charlotte,
         North Carolina 28288, Account No. 5000000033865, Attention: Syndication
         Agency Services, (b) in the case of Advances denominated in any
         Committed Currency, the account of the Sub-Agent designated in writing
         from time to time by the Agent to the Borrower and the Lenders for such
         purpose and (c) in any such case, such other account of the Agent as is
         designated in writing from time to time by the Agent to the Borrower
         and the Lenders for such purpose.

                  "AGENT'S CORRESPONDENT" means Wachovia Bank, National
         Association, London Branch, or any other financial institution
         designated by the Agent and notified to the Borrower and the Lenders to
         act as the Agent's correspondent hereunder with respect to the
         distribution and payment of Tranche B Advances.

                  "APPLICABLE LENDING OFFICE" means, with respect to each
         Lender, such Lender's Domestic Lending Office in the case of a Base
         Rate Advance and such Lender's Eurocurrency Lending Office in the case
         of a Eurocurrency Rate Advance and, in the case of a Competitive Bid
         Advance, the office of such Lender notified by such Lender to the Agent
         as its Applicable Lending Office with respect to such Competitive Bid
         Advance.



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                  "APPLICABLE MARGIN" means (a) for Base Rate Advances, 0% per
         annum and (b) for Eurocurrency Rate Advances, as of any date, a
         percentage per annum determined by reference to the Public Debt Rating
         in effect on such date as set forth below:

              Public Debt Rating           Applicable Margin for
                 S&P/Moody's             Eurocurrency Rate Advances
              ------------------         --------------------------
               LEVEL 1
               A- or A3 or above                    0.375%

               LEVEL 2
               BBB+ or Baa1                         0.475%

               LEVEL 3
               BBB or Baa2                          0.700%

               LEVEL 4
               BBB- or Baa3                         0.925%

               LEVEL 5
               Lower than Level 4                   0.900%


                  "APPLICABLE PERCENTAGE" means, as of any date a percentage per
         annum determined by reference to the Public Debt Rating in effect on
         such date as set forth below:

               Public Debt Rating                   Applicable
                   S&P/Moody's                      Percentage
               -------------------                  ----------
               LEVEL 1
               A- or A3 or above                     0.125%

               LEVEL 2
               BBB+ or Baa1                          0.150%

               LEVEL 3
               BBB or Baa2                           0.175%

               LEVEL 4
               BBB- or Baa3                          0.200%

               LEVEL 5
               Lower than Level 4                    0.350%

                  "APPLICABLE UTILIZATION FEE" means, as of any date that the
         sum of the aggregate Advances plus the Available Amount of all Letters
         of Credit exceed 50% of the aggregate Tranche A Commitments, a
         percentage per annum determined by reference to the Public Debt Rating
         in effect on such date as set forth below:

               Public Debt Rating                  Applicable
                  S&P/Moody's                    Utilization Fee
               ------------------                ---------------
               LEVEL 1
               A- or A3 or above                     0.125%

               LEVEL 2
               BBB+ or Baa1                          0.125%

               LEVEL 3
               BBB or Baa2                           0.125%

               LEVEL 4
               BBB- or Baa3                          0.250%

               LEVEL 5
               Lower than Level 4                    0.500%

                  "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
         entered into by a Lender and an Eligible Assignee, and accepted by the
         Agent, in substantially the form of Exhibit C hereto.





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                  "AVAILABLE AMOUNT" of any Letter of Credit means, at any time,
         the maximum amount available to be drawn under such Letter of Credit
         (assuming compliance at such time with all conditions to drawing).

                  "BASE RATE" means a fluctuating interest rate per annum in
         effect from time to time, which rate per annum shall at all times be
         equal to the highest of:

                            (a) the rate of interest announced publicly by
                  Wachovia in New York, New York, from time to time, as
                  Wachovia's base rate; and

                            (b) 1/2 of one percent per annum above the Federal
                  Funds Rate.

                  "BASE RATE ADVANCE" means a Revolving Credit Advance
         denominated in Dollars that bears interest as provided in Section
         2.08(a)(i).

                  "BORROWING" means a Revolving Credit Borrowing or a
         Competitive Bid Borrowing.

                  "BUSINESS DAY" means a day of the year on which banks are not
         required or authorized by law to close in New York City and, if the
         applicable Business Day relates to any Eurocurrency Rate Advances or
         LIBO Rate Advances, on which dealings are carried on in the London
         interbank market and banks are open for business in London and in the
         country of issue of the currency of such Eurocurrency Rate Advance or
         LIBO Rate Advance (or, in the case of an Advance denominated in Euro,
         on which the Trans-European Automated Real-Time Gross Settlement
         Express Transfer (TARGET) System is open).

                  "COMMITMENT" means a Revolving Credit Commitment or a Letter
         of Credit Commitment.

                  "COMMITTED CURRENCIES" means lawful currency of the United
         Kingdom of Great Britain and Northern Ireland, lawful currency of Japan
         and Euros.

                  "COMPETITIVE BID ADVANCE" means an advance by a Lender to the
         Borrower in Dollars as part of a Competitive Bid Borrowing resulting
         from the competitive bidding procedure described in Section 2.03 and
         refers to a Fixed Rate Advance or a LIBO Rate Advance.

                  "COMPETITIVE BID BORROWING" means a borrowing consisting of
         simultaneous Competitive Bid Advances from each of the Lenders whose
         offer to make one or more Competitive Bid Advances as part of such
         borrowing has been accepted under the competitive bidding procedure
         described in Section 2.03.

                  "COMPETITIVE BID 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 a Competitive Bid Advance made by such Lender.

                  "CONFIDENTIAL INFORMATION" means information that the Borrower
         furnishes to the Agent, the Sub-Agent, any Lender or any of their
         respective agents or representatives, but does not include any such
         information that is or becomes generally available to the public or
         that is or becomes available to the Agent, the Sub-Agent, such Lender
         or such agent or representative from a source other than the Borrower
         which source, to the knowledge of any of the foregoing, is not
         prohibited from disclosing such information by a contractual, legal or
         fiduciary obligation.

                  "CONSOLIDATED" refers to the consolidation of accounts in
         accordance with GAAP.

                  "CONVERT", "CONVERSION" and "CONVERTED" each refers to a
         conversion of Tranche A Advances of one Type into Tranche A Advances of
         the other Type pursuant to Section 2.09 or 2.10.

                  "CONVERTIBLE SUBORDINATED DEBT" means the Borrower's 5%
         Zero-Coupon Convertible Subordinated Notes due December 11, 2007 in an
         aggregate principal amount of $316,250,000 at maturity




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         and Borrower's 4% Zero-Coupon Convertible Subordinated Notes due
         November 1, 2008 in aggregate principal amount of $2,912,000 at
         maturity.

                  "DEBT" of any Person means, without duplication, (a) all
         indebtedness of such Person for borrowed money, (b) all obligations of
         such Person for the deferred purchase price of property or services
         (other than trade payables not overdue by more than 90 days incurred in
         the ordinary course of such Person's business), (c) all obligations of
         such Person evidenced by notes, bonds, debentures or other similar
         instruments, (d) all obligations of such Person created or arising
         under any conditional sale or other title retention agreement with
         respect to property acquired by such Person (even though the rights and
         remedies of the seller or lender under such agreement in the event of
         default are limited to repossession or sale of such property), (e) all
         obligations of such Person as lessee under leases that have been or
         should be, in accordance with GAAP, recorded as capital leases, (f) all
         obligations, contingent or otherwise, of such Person in respect of
         acceptances, letters of credit or similar extensions of credit, (g) all
         obligations of such Person in respect of Hedge Agreements, (h) all Debt
         of others referred to in clauses (a) through (g) above or clause (i)
         below and other payment obligations guaranteed directly or indirectly
         in any manner by such Person, or in effect guaranteed directly or
         indirectly by such Person through an agreement (1) to pay or purchase
         such Debt or to advance or supply funds for the payment or purchase of
         such Debt, (2) to purchase, sell or lease (as lessee or lessor)
         property, or to purchase or sell services, primarily for the purpose of
         enabling the debtor to make payment of such Debt or to assure the
         holder of such Debt against loss, (3) to supply funds to or in any
         other manner invest in the debtor (including any agreement to pay for
         property or services irrespective of whether such property is received
         or such services are rendered) or (4) otherwise to assure a creditor
         against loss, and (i) all Debt referred to in clauses (a) through (h)
         above secured by (or for which the holder of such Debt has an existing
         right, contingent or otherwise, to be secured by) any Lien on property
         (including, without limitation, accounts and contract rights) owned by
         such Person, even though such Person has not assumed or become liable
         for the payment of such Debt (it being understood that the amount of
         such Debt described in this clause (i) shall be deemed to be the lesser
         of the principal amount of such Debt and the value of the property
         subject to such Lien).

                  "DEFAULT" means any Event of Default or any event that would
         constitute an Event of Default but for the requirement that notice be
         given or time elapse or both.

                  "DISCLOSED LITIGATION" has the meaning specified in Section
         3.01(b).

                  "DOLLARS" and the "$" sign each means lawful currency of the
         United States of America.

                  "DOMESTIC LENDING OFFICE" means, with respect to any Lender,
         the office of such Lender specified as its "Domestic Lending Office"
         opposite its name on Schedule I hereto or in the Assignment and
         Acceptance pursuant to which it became a Lender, or such other office
         of such Lender as such Lender may from time to time specify to the
         Borrower and the Agent.

                  "EBITR" means, for any period, net income (or net loss) PLUS
         the sum of (a) net interest expense, (b) income tax expense and (c)
         rentals payable under leases of real or personal, or mixed, property,
         in each case determined in accordance with GAAP for such period,
         provided that there shall be excluded from net income (or net loss) (i)
         any items of gain or loss resulting from the sale of assets other than
         in the ordinary course of business and (ii) the income (or loss) of any
         party accrued prior to the date such party becomes a Subsidiary of the
         Borrower or is merged into or consolidated with the Borrower or any of
         its Subsidiaries, or such party's assets are acquired by the Borrower
         or any of its Subsidiaries.

                  "EFFECTIVE DATE" has the meaning specified in Section 3.01.

                  "ELIGIBLE ASSIGNEE" means (i) a Lender; (ii) an Affiliate of a
         Lender and (iii) any other Person approved by the Agent and, unless an
         Event of Default has occurred and is continuing at the time any
         assignment is effected in accordance with Section 8.07, the Borrower,
         such approval not to be unreasonably




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         withheld or delayed; PROVIDED, HOWEVER, that none of the Borrower, an
         Affiliate of the Borrower or any direct competitor of the Borrower
         shall qualify as an Eligible Assignee.

                  "ENVIRONMENTAL ACTION" means any action, suit, demand, demand
         letter, claim, notice of non-compliance or violation, notice of
         liability or potential liability, investigation, proceeding, consent
         order or consent agreement relating in any way to any Environmental
         Law, Environmental Permit or Hazardous Materials or arising from
         alleged injury or threat of injury to health, safety or the
         environment, including, without limitation, (a) by any governmental or
         regulatory authority for enforcement, cleanup, removal, response,
         remedial or other actions or damages and (b) by any governmental or
         regulatory authority or any third party for damages, contribution,
         indemnification, cost recovery, compensation or injunctive relief.

                  "ENVIRONMENTAL LAW" means any federal, state, local or foreign
         statute, law, ordinance, rule, regulation, code, order, judgment,
         decree or judicial or agency interpretation, policy or guidance
         relating to pollution or protection of the environment, health, safety
         or natural resources, including, without limitation, those relating to
         the use, handling, transportation, treatment, storage, disposal,
         release or discharge of Hazardous Materials.

                  "ENVIRONMENTAL PERMIT" means any permit, approval,
         identification number, license or other authorization required under
         any Environmental Law.

                  "EQUIVALENT" in Dollars of any Committed Currency on any date
         means the equivalent in Dollars of such Committed Currency determined
         by using the quoted spot rate at which the Sub-Agent's principal office
         in London offers to exchange Dollars for such Committed Currency in
         London prior to 4:00 P.M. (London time) (unless otherwise indicated by
         the terms of this Agreement) on such date as is required pursuant to
         the terms of this Agreement, and the "Equivalent" in any Committed
         Currency of Dollars means the equivalent in such Committed Currency of
         Dollars determined by using the quoted spot rate at which the
         Sub-Agent's principal office in London offers to exchange such
         Committed Currency for Dollars in London prior to 4:00 P.M. (London
         time) (unless otherwise indicated by the terms of this Agreement) on
         such date as is required pursuant to the terms of this Agreement.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "ERISA AFFILIATE" means any Person that for purposes of Title
         IV of ERISA is a member of the Borrower's controlled group, or under
         common control with the Borrower, within the meaning of Section 414 of
         the Internal Revenue Code.

                  "ERISA EVENT" means (a) (i) the occurrence of a reportable
         event, within the meaning of Section 4043 of ERISA, with respect to any
         Plan unless the 30-day notice requirement with respect to such event
         has been waived by the PBGC, or (ii) the requirements of subsection (1)
         of Section 4043(b) of ERISA (without regard to subsection (2) of such
         Section) are met with respect to a contributing sponsor, as defined in
         Section 4001(a)(13) of ERISA, of a Plan, and an event described in
         paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is
         reasonably expected to occur with respect to such Plan within the
         following 30 days; (b) the application for a minimum funding waiver
         with respect to a Plan; (c) the provision by the administrator of any
         Plan of a notice of intent to terminate such Plan pursuant to Section
         4041(a)(2) of ERISA (including any such notice with respect to a plan
         amendment referred to in Section 4041(e) of ERISA); (d) the cessation
         of operations at a facility of the Borrower or any ERISA Affiliate in
         the circumstances described in Section 4062(e) of ERISA; (e) the
         withdrawal by the Borrower or any ERISA Affiliate from a Multiple
         Employer Plan during a plan year for which it was a substantial
         employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions
         for the imposition of a lien under Section 302(f) of ERISA shall have
         been met with respect to any Plan; (g) the adoption of an amendment to
         a Plan requiring the provision of security to such Plan pursuant to
         Section 307 of ERISA; or (h) the institution by the PBGC of proceedings
         to terminate a Plan pursuant to Section 4042 of ERISA, or the





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         occurrence of any event or condition described in Section 4042 of ERISA
         that constitutes grounds for the termination of, or the appointment of
         a trustee to administer, a Plan.

                  "EURIBO RATE" means the rate appearing on Page 248 of the
         Telerate Service (or on any successor or substitute page of such
         Service, or any successor to or substitute for such Service, providing
         rate quotations comparable to those currently provided on such page of
         such Service, as determined by the Agent from time to time for purposes
         of providing quotations of interest rates applicable to deposits in
         Euro by reference to the Banking Federation of the European Union
         Settlement Rates for deposits in Euro) at approximately 10:00 a.m.,
         London time, two Business Days prior to the commencement of such
         Interest Period, as the rate for deposits in Euro with a maturity
         comparable to such Interest Period or, if for any reason such rate is
         not available, the average (rounded upward to the nearest whole
         multiple of 1/16 of 1% per annum, if such average is not such a
         multiple) of the respective rates per annum at which deposits in Euros
         are offered by the principal office of each of the Reference Banks in
         London, England to prime banks in the London interbank market at 11:00
         A.M. (London time) two Business Days before the first day of such
         Interest Period in an amount substantially equal (x) in the case of
         Revolving Credit Borrowings, to such Reference Bank's Eurocurrency Rate
         Advance comprising part of such Revolving Credit Borrowing to be
         outstanding during such Interest Period and for a period equal to such
         Interest Period (subject, however, to the provisions of Section 2.09)
         or (y) in the case of Competitive Bid Borrowings, to the amount that
         would be the Reference Banks' respective ratable shares of such
         Borrowing if such Borrowing were to be a Revolving Credit Borrowing to
         be outstanding during such Interest Period and for a period equal to
         such Interest Period (subject, however, to the provisions of Section
         2.09).

                  "EURO" means the lawful currency of the European Union as
         constituted by the Treaty of Rome which established the European
         Community, as such treaty may be amended from time to time and as
         referred to in the EMU legislation.

                  "EUROCURRENCY LIABILITIES" has the meaning assigned to that
         term in Regulation D of the Board of Governors of the Federal Reserve
         System, as in effect from time to time.

                  "EUROCURRENCY LENDING OFFICE" means, with respect to any
         Lender, the office of such Lender specified as its "Eurocurrency
         Lending Office" opposite its name on Schedule I hereto or in the
         Assignment and Acceptance pursuant to which it became a Lender (or, if
         no such office is specified, its Domestic Lending Office), or such
         other office of such Lender as such Lender may from time to time
         specify to the Borrower and the Agent.

                  "EUROCURRENCY RATE" means, for any Interest Period for each
         Eurocurrency Rate Advance comprising part of the same Revolving Credit
         Borrowing, an interest rate per annum equal to the rate per annum
         obtained by dividing (a)(i) in the case of any Revolving Credit Advance
         denominated in Dollars or any Committed Currency other than Euro, the
         rate per annum (rounded upward to the nearest whole multiple of 1/16 of
         1% per annum) appearing on Telerate Markets Page 3750 (or any successor
         page) as the London interbank offered rate for deposits in Dollars or
         the applicable Committed Currency at approximately 11:00 A.M. (London
         time) two Business Days prior to the first day of such Interest Period
         for a term comparable to such Interest Period or, if for any reason
         such rate is not available, the average (rounded upward to the nearest
         whole multiple of 1/16 of 1% per annum, if such average is not such a
         multiple) of the rate per annum at which deposits in Dollars or the
         applicable Committed Currency is offered by the principal office of
         each of the Reference Banks in London, England to prime banks in the
         London interbank market at 11:00 A.M. (London time) two Business Days
         before the first day of such Interest Period in an amount substantially
         equal to such Reference Bank's Eurocurrency Rate Advance comprising
         part of such Revolving Credit Borrowing to be outstanding during such
         Interest Period and for a period equal to such Interest Period or, (ii)
         in the case of any Tranche B Advance denominated in Euros, the EURIBO
         Rate by (b) a percentage equal to 100% minus the Eurocurrency Rate
         Reserve Percentage for such Interest Period. If the Telerate Markets
         Page 3750 (or any successor page) is unavailable, the Eurocurrency Rate
         for any Interest Period for each Eurocurrency Rate Advance comprising
         part of the same Revolving Credit Borrowing shall be determined by the
         Agent on the basis of applicable rates




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         furnished to and received by the Agent from the Reference Banks two
         Business Days before the first day of such Interest Period, SUBJECT,
         HOWEVER, to the provisions of Section 2.09.

                  "EUROCURRENCY RATE ADVANCE" means a Revolving Credit Advance
         denominated in Dollars or a Committed Currency that bears interest as
         provided in Section 2.08(a)(ii).

                  "EUROCURRENCY RATE RESERVE PERCENTAGE" for any Interest Period
         for all Eurocurrency Rate Advances or LIBO Rate Advances comprising
         part of the same Borrowing means the reserve percentage applicable two
         Business Days before the first day of such Interest Period under
         regulations issued from time to time by the Board of Governors of the
         Federal Reserve System (or any successor) for determining the maximum
         reserve requirement (including, without limitation, any emergency,
         supplemental or other marginal reserve requirement) for a member bank
         of the Federal Reserve System in New York City with respect to
         liabilities or assets consisting of or including Eurocurrency
         Liabilities (or with respect to any other category of liabilities that
         includes deposits by reference to which the interest rate on
         Eurocurrency Rate Advances or LIBO Rate Advances is determined) having
         a term equal to such Interest Period.

                  "EVENTS OF DEFAULT" has the meaning specified in Section 6.01.

                  "EXECUTIVE OFFICER" means, with respect to any Person, the
         president, executive vice president, chief financial officer,
         treasurer, controller, secretary or any person holding comparable
         offices.

                  "FEDERAL FUNDS RATE" means, for any period, a fluctuating
         interest rate per annum equal for each day during such period to the
         weighted average of the rates on overnight Federal funds transactions
         with members of the Federal Reserve System arranged by Federal funds
         brokers, as published for such day (or, if such day is not a Business
         Day, for the next preceding Business Day) by the Federal Reserve Bank
         of New York, or, if such rate is not so published for any day that is a
         Business Day, the average of the quotations for such day on such
         transactions received by the Agent from three Federal funds brokers of
         recognized standing selected by it.

                  "FIXED RATE ADVANCES" has the meaning specified in Section
         2.03(a)(i), which Advances shall be denominated in Dollars.

                  "GAAP" has the meaning specified in Section 1.03.

                  "GUARANTOR" means each of The Office Club, Inc., Eastman
         Office Supplies, Inc., OD International, Inc., Viking Office Products,
         Inc., OD of Texas, Inc. and each other Subsidiary of the Borrower that
         shall be required to execute and deliver a guaranty pursuant to Section
         5.01(j).

                  "GUARANTY" has the meaning specified in Section 3.01(h)(ii).

                  "HAZARDOUS MATERIALS" means (a) petroleum and petroleum
         products, byproducts or breakdown products, radioactive materials,
         asbestos-containing materials, polychlorinated biphenyls and radon gas
         and (b) any other chemicals, materials or substances designated,
         classified or regulated as hazardous or toxic or as a pollutant or
         contaminant under any Environmental Law.

                  "HEDGE AGREEMENTS" means interest rate swap, cap or collar
         agreements, interest rate future or option contracts, currency swap
         agreements, currency future or option contracts and other similar
         agreements.

                  "INFORMATION MEMORANDUM" means the information memorandum
         dated March 13, 2002 used by the syndication agent in connection with
         the syndication of the Commitments.

                  "INITIAL ISSUING BANKS" means Wachovia and SunTrust Bank.





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                  "INTEREST PERIOD" means, for each Eurocurrency Rate Advance
         comprising part of the same Revolving Credit Borrowing and each LIBO
         Rate Advance comprising part of the same Competitive Bid Borrowing, the
         period commencing on the date of such Eurocurrency Rate Advance or LIBO
         Rate Advance or the date of the Conversion of any Base Rate Advance
         into such Eurocurrency Rate Advance and ending on the last day of the
         period selected by the Borrower pursuant to the provisions below and,
         thereafter, with respect to Eurocurrency Rate Advances, each subsequent
         period commencing on the last day of the immediately preceding Interest
         Period and ending on the last day of the period selected by the
         Borrower pursuant to the provisions below. The duration of each such
         Interest Period shall be one, two, three or six months, as the Borrower
         may, upon notice received by the Agent not later than 11:00 A.M. (New
         York City time) on the third Business Day prior to the first day of
         such Interest Period, select; PROVIDED, HOWEVER, that:

                           (a) the Borrower may not select any Interest Period
                  that ends after the Termination Date;

                           (b) Interest Periods commencing on the same date for
                  Eurocurrency Rate Advances comprising part of the same
                  Revolving Credit Borrowing or for LIBO Rate Advances
                  comprising part of the same Competitive Bid Borrowing shall be
                  of the same duration;

                           (c) whenever the last day of any Interest Period
                  would otherwise occur on a day other than a Business Day, the
                  last day of such Interest Period shall be extended to occur on
                  the next succeeding Business Day, PROVIDED, HOWEVER, that, if
                  such extension would cause the last day of such Interest
                  Period to occur in the next following calendar month, the last
                  day of such Interest Period shall occur on the next preceding
                  Business Day; and

                           (d) whenever the first day of any Interest Period
                  occurs on a day of an initial calendar month for which there
                  is no numerically corresponding day in the calendar month that
                  succeeds such initial calendar month by the number of months
                  equal to the number of months in such Interest Period, such
                  Interest Period shall end on the last Business Day of such
                  succeeding calendar month.

                  "INTERNAL REVENUE CODE" means the Internal Revenue Code of
         1986, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "INVESTMENT" in any Person means any loan or advance to such
         Person, any purchase or other acquisition of any capital stock,
         warrants, rights, options, obligations or other securities or all of
         the business of such Person, any capital contribution to such Person or
         any other investment in such Person, including, without limitation, any
         arrangement pursuant to which the investor incurs Debt of the types
         referred to in clause (h) or (i) of the definition of "Debt" in respect
         of such Person.

                  "ISSUING BANK" means any Initial Issuing Bank or any Eligible
         Assignee to which a portion of the Letter of Credit Commitment
         hereunder has been assigned pursuant to Section 8.07 so long as such
         Eligible Assignee expressly agrees to perform in accordance with their
         terms all of the obligations that by the terms of this Agreement are
         required to be performed by it as an Issuing Bank and notifies the
         Agent of its Applicable Lending Office (which information shall be
         recorded by the Agent in the Register), for so long as such Initial
         Issuing Bank or Eligible Assignee, as the case may be, shall have a
         Letter of Credit Commitment.

                  "L/C CASH COLLATERAL ACCOUNT" means an interest bearing cash
         collateral account to be established and maintained by the Agent, over
         which the Agent shall have sole dominion and control, upon terms as may
         be satisfactory to the Agent.

                  "L/C RELATED DOCUMENTS" has the meaning specified in Section
         2.07(b)(i).




                                       8
<PAGE>

                  "LENDERS" means the Initial Lenders, each Issuing Bank and
         each Person that shall become a party hereto pursuant to Section 8.07.

                  "LETTER OF CREDIT AGREEMENT" has the meaning specified in
         Section 2.04(a).

                  "LETTER OF CREDIT COMMITMENT" means, with respect to each
         Initial Issuing Bank, the amount set forth opposite such Initial
         Issuing Bank's name on the signature pages hereto under the caption
         "Letter of Credit Commitment" or, if such Initial Issuing Bank has
         entered into one or more Assignment and Acceptances, the amount set
         forth for such Issuing Bank in the Register maintained by the Agent
         pursuant to Section 8.07(d) as such Issuing Bank's "Letter of Credit
         Commitment", as such amount may be reduced at or prior to such time
         pursuant to Section 2.06.

                  "LETTER OF CREDIT FACILITY" means, at any time, an amount
         equal to the lesser of (a) the amount of the Issuing Banks' Letter of
         Credit Commitments at such time and (b) $150,000,000, as such amount
         may be reduced at or prior to such time pursuant to Section 2.06.

                  "LETTERS OF CREDIT" has the meaning specified in Section
         2.01(b).

                  "LIBO RATE" means, for any Interest Period for all LIBO Rate
         Advances comprising part of the same Competitive Bid Borrowing, an
         interest rate per annum equal to the rate per annum obtained by
         dividing (a)(i) in the case of any Competitive Bid Borrowing
         denominated in Dollars or any Committed Currency other than Euros, the
         rate per annum (rounded upward to the nearest whole multiple of 1/16 of
         1% per annum) appearing on Telerate Markets Page 3750 (or any successor
         page) as the London interbank offered rate for deposits in Dollars or
         the applicable Committed Currency at approximately 11:00 A.M. (London
         time) two Business Days prior to the first day of such Interest Period
         for a term comparable to such Interest Period or, if for any reason
         such rate is not available, the average (rounded upward to the nearest
         whole multiple of 1/16 of 1% per annum, if such average is not such a
         multiple) of the rate per annum at which deposits in Dollars or the
         applicable Committed Currency is offered by the principal office of
         each of the Reference Banks in London, England to prime banks in the
         London interbank market at 11:00 A.M. (London time) two Business Days
         before the first day of such Interest Period in an amount substantially
         equal to the amount that would be the Reference Banks' respective
         ratable shares of such Borrowing if such Borrowing were to be a
         Revolving Credit Borrowing to be outstanding during such Interest
         Period and for a period equal to such Interest Period or (ii) in the
         case of any Competitive Bid Borrowing denominated in Euros, the EURIBO
         Rate by (b) a percentage equal to 100% minus the Eurocurrency Rate
         Reserve Percentage for such Interest Period. If the Telerate Markets
         Page 3750 (or any successor page) is unavailable, the LIBO Rate for any
         Interest Period for each LIBO Rate Advance comprising part of the same
         Competitive Bid Borrowing shall be determined by the Agent on the basis
         of applicable rates furnished to and received by the Agent from the
         Reference Banks two Business Days before the first day of such Interest
         Period, SUBJECT, HOWEVER, to the provisions of Section 2.09.

                  "LIBO RATE ADVANCES" means a Competitive Bid Advance
         denominated in Dollars and bearing interest based on the LIBO Rate.

                  "LIEN" means any lien, security interest or other charge or
         encumbrance of any kind, or any other type of preferential arrangement,
         including, without limitation, the lien or retained security title of a
         conditional vendor and any easement, right of way or other encumbrance
         on title to real property.

                  "LOAN DOCUMENT" means this Agreement, the Notes, the
Guaranties and each Letter of Credit Agreement.

                  "LOAN PARTY" means the Borrower and each Guarantor.

                  "MARKETABLE SECURITIES" means any of the following, to the
         extent owned by the Borrower or any of its Subsidiaries free and clear
         of all Liens: (a) direct obligations of the United States or any agency




                                       9
<PAGE>

         thereof, or obligations guaranteed by the United States or any agency
         thereof and maturing within three years from the date of creation
         thereof, (b) commercial paper, bankers acceptances and corporate
         obligations maturing within one year from the date of creation thereof,
         having a rating at the time as of which any determination is made of
         P-1 (or higher) according to Moody's or as A-1 (or higher) according to
         S&P or the equivalent thereof if by another nationally recognized
         credit rating agency and (c) time deposits maturing within one year
         from the date of purchase hereof, including certificates of deposit
         issued by any Lender and any office located in the United States of any
         bank or trust company which is organized under the laws of the United
         States or any state thereof and has total assets aggregating at least
         $500,000,000, including, without limitation, any such deposits in
         eurodollars issued by a foreign branch of any such bank or trust
         company.

                  "MATERIAL ADVERSE CHANGE" means any material adverse change in
         the business, condition (financial or otherwise), performance or
         results of operations of the Borrower or the Borrower and its
         Subsidiaries taken as a whole.

                  "MATERIAL ADVERSE EFFECT" means a material adverse effect on
         (a) the business, condition (financial or otherwise), operations or
         prospects of the Borrower or the Borrower and its Subsidiaries taken as
         a whole, (b) the rights and remedies of the Agent or any Lender under
         any Loan Document or (c) the ability of any Loan Party to perform its
         obligations under any Loan Document to which it is a party.

                  "MATERIAL SUBSIDIARY" means each Subsidiary of the Borrower
         having assets that accounted for or produced, or would on a pro forma
         basis would have produced, more than 10% of Consolidated EBITR of the
         Borrower during any of the three most recently completed fiscal years
         of the Borrower.

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

                  "MULTIEMPLOYER PLAN" means a multiemployer plan, as defined in
         Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
         Affiliate is making or accruing an obligation to make contributions, or
         has within any of the preceding five plan years made or accrued an
         obligation to make contributions.

                  "MULTIPLE EMPLOYER PLAN" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of the Borrower or any ERISA Affiliate and at least one
         Person other than the Borrower and the ERISA Affiliates or (b) was so
         maintained and in respect of which the Borrower or any ERISA Affiliate
         could have liability under Section 4064 or 4069 of ERISA in the event
         such plan has been or were to be terminated.

                  "NOTE" means a Revolving Credit Note or a Competitive Bid
         Note.

                  "NOTICE OF COMPETITIVE BID BORROWING" has the meaning
         specified in Section 2.03(a).

                  "NOTICE OF REVOLVING CREDIT BORROWING" has the meaning
         specified in Section 2.02(a).

                  "PAYMENT OFFICE" means, for any payments in Dollars, the
         office of the Agent in the United States that it shall designate from
         time to time to the Borrower and the Lenders and, for payments in any
         Committed Currency, such office the applicable Agent's Correspondent.

                  "PBGC" means the Pension Benefit Guaranty Corporation (or any
         successor).

                  "PERMITTED LIENS" means such of the following as to which no
         enforcement, collection, execution, levy or foreclosure proceeding
         shall have been commenced: (a) Liens for taxes, assessments and
         governmental charges or levies to the extent not required to be paid
         under Section 5.01(b) hereof; (b) Liens imposed by law, such as
         materialmen's, mechanics', carriers', workmen's and repairmen's Liens
         and other similar Liens arising in the ordinary course of business
         (other than those being contested in good faith by appropriate
         proceedings and properly reserved in accordance with generally accepted
         accounting




                                       10
<PAGE>

         principles); (c) pledges or deposits to secure obligations under
         workers' compensation laws or similar legislation or to secure public
         or statutory obligations; and (d) easements, rights of way and other
         encumbrances on title to real property that do not render title to the
         property encumbered thereby unmarketable or materially adversely affect
         the use of such property for its present purposes.

                  "PERSON" means an individual, partnership, corporation
         (including a business trust), joint stock company, trust,
         unincorporated association, joint venture, limited liability company or
         other entity, or a government or any political subdivision or agency
         thereof.

                  "PLAN" means a Single Employer Plan or a Multiple Employer
         Plan.

                  "PRO RATA SHARE" of any amount means, with respect to any
         Lender at any time, the product of such amount TIMES a fraction the
         numerator of which is the amount of such Lender's Tranche A Commitment
         at such time (or, if the Tranche A Commitments shall have been
         terminated pursuant to Section 2.06 or 6.01, such Lender's Tranche A
         Commitment as in effect immediately prior to such termination) and the
         denominator of which is the aggregate amount of all Tranche A
         Commitments at such time (or, if the Tranche A Commitments shall have
         been terminated pursuant to Section 2.06 or 6.01, the aggregate amount
         of all Tranche A Commitments as in effect immediately prior to such
         termination).

                  "PUBLIC DEBT RATING" means, as of any date, the rating that
         has been most recently announced by either S&P or Moody's, as the case
         may be, for any class of non-credit enhanced long-term senior unsecured
         debt issued by the Borrower or, if either such rating agency shall have
         issued more than one such rating, the lowest such rating issued by such
         rating agency. For purposes of the foregoing, (a) if only one of S&P
         and Moody's shall have in effect a Public Debt Rating, the Applicable
         Margin, the Applicable Percentage and the Applicable Utilization Fee
         shall be determined by reference to the available rating; (b) if
         neither S&P nor Moody's shall have in effect a Public Debt Rating, the
         Applicable Margin, the Applicable Percentage and the Applicable
         Utilization Fee will be set in accordance with Level 5 under the
         definition of "APPLICABLE MARGIN", "APPLICABLE PERCENTAGE" or
         "APPLICABLE UTILIZATION FEE", as the case may be; (c) if the ratings
         established by S&P and Moody's shall fall within different levels, the
         Applicable Margin, the Applicable Percentage and the Applicable
         Utilization Fee shall be based upon the higher rating unless the
         differential is two levels or more, in which case the Applicable
         Margin, the Applicable Percentage and the Applicable Utilization Fee
         shall be based upon the level that is one level lower than the higher
         rating; (d) if any rating established by S&P or Moody's shall be
         changed, such change shall be effective as of the date on which such
         change is first announced publicly by the rating agency making such
         change; and (e) if S&P or Moody's shall change the basis on which
         ratings are established, each reference to the Public Debt Rating
         announced by S&P or Moody's, as the case may be, shall refer to the
         then equivalent rating by S&P or Moody's, as the case may be.

                  "REFERENCE BANKS" means Wachovia and Citibank.

                  "REGISTER" has the meaning specified in Section 8.07(d).

                  "REQUIRED LENDERS" means at any time Lenders owed at least a
         majority in interest of the then aggregate unpaid principal amount
         (based on the Equivalent in Dollars at such time) of the Revolving
         Credit Advances owing to Lenders, or, if no such principal amount is
         then outstanding, Lenders having at least a majority in interest of the
         Tranche A Commitments.

                  "REVOLVING CREDIT ADVANCE" means a Tranche A Advance or a
         Tranche B Advance.

                  "REVOLVING CREDIT BORROWING" means a borrowing consisting of
         simultaneous Revolving Credit Advances of the same Type made by each of
         the Lenders pursuant to Section 2.01.

                  "REVOLVING CREDIT BORROWING MINIMUM" means, in respect of
         Tranche A Advances, $3,000,000, in respect of Tranche B Advances
         denominated in Sterling, (pound)3,000,000, in respect of Tranche B
         Advances



                                       11
<PAGE>

         denominated in Yen, (Y)300,000,000 and, in respect of Tranche B
         Advances denominated in Euros, (pound)3,000,000.

                  "REVOLVING CREDIT BORROWING MULTIPLE" means, in respect of
         Tranche A Advances, $500,000, in respect of Tranche B Advances
         denominated in Sterling, (pound)500,000, in respect of Tranche B
         Advances denominated in Yen, (Y)50,000,000 and, in respect of Tranche B
         Advances denominated in Euros, (pound)500,000.

                  "REVOLVING CREDIT COMMITMENT" means a Tranche A Commitment or
         a Tranche B Commitment.

                  "REVOLVING CREDIT NOTE" means a promissory note of the
         Borrower payable to the order of any Lender, delivered pursuant to a
         request made under Section 2.17 in substantially the form of Exhibit
         A-1 hereto, evidencing the aggregate indebtedness of the Borrower to
         such Lender resulting from the Revolving Credit Advances made by such
         Lender.

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

                  "SINGLE EMPLOYER PLAN" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of the Borrower or any ERISA Affiliate and no Person other
         than the Borrower and the ERISA Affiliates or (b) was so maintained and
         in respect of which the Borrower or any ERISA Affiliate could have
         liability under Section 4069 of ERISA in the event such plan has been
         or were to be terminated.

                  "SOLVENT" and "SOLVENCY" mean, with respect to any Person on a
         particular date, that on such date (a) the fair value of the property
         of such Person is greater than the total amount of liabilities,
         including, without limitation, contingent liabilities, of such Person,
         (b) the present fair salable value of the assets of such Person is not
         less than the amount that will be required to pay the probable
         liability of such Person on its debts as they become absolute and
         matured, (c) such Person does not intend to, and does not believe that
         it will, incur debts or liabilities beyond such Person's ability to pay
         such debts and liabilities as they mature and (d) such Person is not
         engaged in business or a transaction, and is not about to engage in
         business or a transaction, for which such Person's property would
         constitute an unreasonably small capital. The amount of contingent
         liabilities at any time shall be computed as the amount that, in the
         light of all the facts and circumstances existing at such time,
         represents the amount that can reasonably be expected to become an
         actual or matured liability.

                  "SUB-AGENT" means Wachovia Bank, National Association, London
         Branch.

                  "SUBORDINATED DEBT" means Debt of the Borrower and its
         Subsidiaries subordinated to all obligations of the Borrower and its
         Subsidiaries arising under the Loan Documents on terms and conditions
         satisfactory in all respects to the Agent and the Required Lenders,
         including without limitation, with respect to interest rates, payment
         terms, maturities, amortization schedules, covenants, defaults,
         remedies, and subordination provisions, as evidenced by the written
         approval of the Agent and Required Lenders, including but not limited
         to the Borrower's Convertible Subordinated Debt.

                  "SUBSIDIARY" of any Person means any corporation, partnership,
         joint venture, limited liability company, trust or estate of which (or
         in which) more than 50% of (a) the issued and outstanding capital stock
         having ordinary voting power to elect a majority of the Board of
         Directors of such corporation (irrespective of whether at the time
         capital stock of any other class or classes of such corporation shall
         or might have voting power upon the occurrence of any contingency), (b)
         the interest in the capital or profits of such limited liability
         company, partnership or joint venture or (c) the beneficial interest in
         such trust or estate is at the time directly or indirectly owned or
         controlled by such Person, by such Person and one or more of its other
         Subsidiaries or by one or more of such Person's other Subsidiaries.

                  "TERMINATION DATE" means the earlier of April 23, 2005 and the
         date of termination in whole of the Commitments pursuant to Section
         2.06 or 6.01.




                                       12
<PAGE>

                  "TRANCHE A ADVANCE" means an advance by a Lender to the
         Borrower as part of a Tranche A Borrowing and refers to a Base Rate
         Advance or a Eurocurrency Rate Advance (each of which shall be a "TYPE"
         of Revolving Credit Advance).

                  "TRANCHE A COMMITMENT" means, with respect to any Lender at
         any time, the amount set forth opposite such Lender's name on the
         signature pages hereto under the caption "Tranche A Commitment" or, if
         such Lender has entered into one or more Assignment and Acceptances,
         set forth for such Lender in the Register maintained by the Agent
         pursuant to Section 8.07(d) as such Lender's "Tranche A Commitment", as
         such amount may be reduced at or prior to such time pursuant to Section
         2.06.

                  "TRANCHE B ADVANCE" means an advance by a Tranche B Lender to
         the Borrower as part of a Tranche B Borrowing and refers to a
         Eurocurrency Rate Advance denominated in a Committed Currency.

                  "TRANCHE B COMMITMENT" means, with respect to any Lender at
         any time, the amount set forth opposite such Lender's name on the
         signature pages hereto under the caption "Tranche B Commitment" or, if
         such Lender has entered into one or more Assignment and Acceptances,
         set forth for such Lender in the Register maintained by the Agent
         pursuant to Section 8.07(d) as such Lender's "Tranche B Commitment", as
         such amount may be reduced at or prior to such time pursuant to Section
         2.06.

                  "TRANCHE B LENDER" means each Lender that has a Tranche B
         Commitment on the signature pages hereof or any Eligible Assignee to
         which a portion of the Tranche B Commitment hereunder has been assigned
         pursuant to Section 8.07.

                  "UNUSED COMMITMENT" means, with respect to each Lender at any
         time, (a) such Lender's Tranche A Commitment at such time MINUS (b) the
         sum of (i) the aggregate principal amount of all Tranche A Advances
         made by such Lender (in its capacity as a Lender) and outstanding at
         such time, PLUS (ii) such Lender's Pro Rata Share of (A) the aggregate
         principal amount of Tranche B Advances then outstanding (based on the
         Equivalent in Dollars at such time), (B) the aggregate Available Amount
         of all the Letters of Credit outstanding at such time, (C) the
         aggregate principal amount of all Tranche A Advances made by each
         Issuing Bank pursuant to Section 2.04(c) that have not been ratably
         funded by such Lender and outstanding at such time and (D) the
         aggregate principal amount of Competitive Bid Advances then
         outstanding.

                  "USAGE" means, at any time the sum of the aggregate principal
         amount of the Advances (based in respect of any Tranche B Advances on
         the Equivalent in Dollars at such time) then outstanding PLUS the
         Available Amount of the outstanding Letters of Credit.

                  "VOTING STOCK" means capital stock issued by a corporation, or
         equivalent interests in any other Person, the holders of which are
         ordinarily, in the absence of contingencies, entitled to vote for the
         election of directors (or persons performing similar functions) of such
         Person, even if the right so to vote has been suspended by the
         happening of such a contingency.

                  SECTION 1.02. COMPUTATION OF TIME PERIODS. In this Agreement
in the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each mean "to but excluding".

                  SECTION 1.03. ACCOUNTING TERMS. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the financial statements referred to in Section 4.01(e) ("GAAP").




                                       13
<PAGE>

                                   ARTICLE II

             AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT

                  SECTION 2.01. THE REVOLVING CREDIT ADVANCES AND LETTERS OF
CREDIT. (a) TRANCHE A ADVANCES. Each Lender severally agrees, on the terms and
conditions hereinafter set forth, to make Tranche A Advances denominated in
Dollars to the Borrower from time to time on any Business Day during the period
from the Effective Date until the Termination Date in an aggregate amount not to
exceed at any time such Lender's Unused Commitment. Each Tranche A Borrowing
shall be in an amount not less than the Revolving Credit Borrowing Minimum or
the Revolving Credit Borrowing Multiple in excess thereof and shall consist of
Tranche A Advances of the same Type made on the same day by the Lenders ratably
according to their respective Tranche A Commitments. Within the limits of each
Lender's Tranche A Commitment, the Borrower may borrow under this Section 2.01,
prepay pursuant to Section 2.11 and reborrow under this Section 2.01(a).

                  (b) LETTERS OF CREDIT. Each Issuing Bank agrees, on the terms
and conditions hereinafter set forth, to issue standby, commercial and
documentary letters of credit (each, a "LETTER OF CREDIT") for the account of
the Borrower from time to time on any Business Day during the period from the
Effective Date until 30 days before the Termination Date in an aggregate
Available Amount (i) for all Letters of Credit issued by the Issuing Banks not
to exceed at any time the lesser of (x) the Letter of Credit Facility at such
time and (y) such Issuing Bank's Letter of Credit Commitment at such time and
(ii) for each such Letter of Credit not to exceed an amount equal to the Unused
Commitments of the Lenders at such time. No Letter of Credit shall have an
expiration date (including all rights of the Borrower or the beneficiary to
require renewal) later than 10 Business Days before the Termination Date. Within
the limits referred to above, the Borrower may request the issuance of Letters
of Credit under this Section 2.01(b), repay any Tranche A Advances resulting
from drawings thereunder pursuant to Section 2.04(c) and request the issuance of
additional Letters of Credit under this Section 2.01(b).

                  (c) TRANCHE B ADVANCES. Each Tranche B Lender severally
agrees, on the terms and conditions hereinafter set forth, to make Tranche B
Advances denominated in a Committed Currency to the Borrower from time to time
on any Business Day during the period from the Effective Date until the
Termination Date in an aggregate amount (based on the Equivalent thereof in
Dollars determined on the date of delivery of the applicable Notice of Revolving
Credit Borrowing) not to exceed at any time the lesser of such Lender's Unused
Commitment and such Lender's unused Tranche B Commitment. Each Tranche B
Borrowing shall be in an amount not less than the Revolving Credit Borrowing
Minimum or the Revolving Credit Borrowing Multiple in excess thereof and shall
consist of Tranche B Advances as Eurocurrency Rate Advances in the same currency
made on the same day by the Tranche B Lenders ratably according to their
respective Tranche B Commitments. Within the limits of each Lender's Tranche B
Commitment, the Borrower may borrow under this Section 2.01, prepay pursuant to
Section 2.11 and reborrow under this Section 2.01(c).

                  SECTION 2.02. MAKING THE REVOLVING CREDIT ADVANCES. (a) Each
Revolving Credit Borrowing shall be made on notice, given not later than (x)
12:00 noon (New York City time) on the third Business Day prior to the date of
the proposed Revolving Credit Borrowing in the case of a Revolving Credit
Borrowing of Tranche A Advances consisting of Eurocurrency Rate Advances, (y)
4:00 P.M. (London time) on the fourth Business Day prior to the date of the
proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing
of Tranche B Advances, or (z) 12:00 noon (New York City time) on the date of the
proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing
of Tranche A Advances consisting of Base Rate Advances, by the Borrower to the
Agent (and, in the case of a Revolving Credit Borrowing consisting of
Eurocurrency Rate Advances, simultaneously to the Sub-Agent), which shall give
to each Lender prompt notice thereof by telecopier or telex. Each such notice of
a Revolving Credit Borrowing (a "NOTICE OF REVOLVING CREDIT BORROWING") shall be
by telephone, confirmed promptly in writing, or telecopier or telex in
substantially the form of Exhibit B-1 hereto, specifying therein the requested
(i) date of such Revolving Credit Borrowing, (ii) whether such Revolving Credit
Borrowing consists of Tranche A Advances or Tranche B Advances, (iii) Type of
Advances comprising such Revolving Credit Borrowing, (iv) aggregate amount of
such Revolving Credit Borrowing and (iv) in the case of a Revolving Credit
Borrowing consisting of Eurocurrency Rate Advances, initial Interest Period and,
if consisting of Tranche B Advances, currency for each such Advance. Each Lender
shall, before 1:00 P.M. (New York City time) on the date of such Revolving
Credit Borrowing, in the case of a Revolving Credit Borrowing consisting of
Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date
of such Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing
consisting of Eurocurrency Rate Advances denominated in any Committed Currency,
make available for the account of its Applicable Lending Office to the Agent at
the applicable Agent's Account, in same day funds, such Lender's ratable portion
of such Revolving Credit Borrowing. After the Agent's receipt of such funds and
upon fulfillment of the applicable conditions set forth in Article III, the




                                       14
<PAGE>

Agent will make such funds available to the Borrower at the Agent's address
referred to in Section 8.02 or at the applicable Payment Office, as the case may
be.

                  (b) Anything in subsection (a) above to the contrary
notwithstanding, (i) the Borrower may not select Eurocurrency Rate Advances for
any Revolving Credit Borrowing if the aggregate amount of such Revolving Credit
Borrowing is less than the Revolving Credit Borrowing Minimum or if the
obligation of the Lenders to make Eurocurrency Rate Advances shall then be
suspended pursuant to Section 2.09 or 2.13 and (ii) the Eurocurrency Rate
Advances may not be outstanding as part of more than sixteen separate Revolving
Credit Borrowings.

                  (c) Each Notice of Revolving Credit Borrowing shall be
irrevocable and binding on the Borrower. In the case of any Revolving Credit
Borrowing that the related Notice of Revolving Credit Borrowing specifies is to
be comprised of Eurocurrency Rate Advances, the Borrower shall indemnify each
Lender against any loss, cost or expense incurred by such Lender as a result of
any failure to fulfill on or before the date specified in such Notice of
Revolving Credit Borrowing for such Revolving Credit Borrowing the applicable
conditions set forth in Article III, including, without limitation, any loss
(excluding loss of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by such
Lender to fund the Revolving Credit Advance to be made by such Lender as part of
such Revolving Credit Borrowing when such Revolving Credit Advance, as a result
of such failure, is not made on such date.

                  (d) Unless the Agent shall have received notice from a Lender
prior to the date of any Revolving Credit Borrowing that such Lender will not
make available to the Agent such Lender's ratable portion of such Revolving
Credit Borrowing, the Agent may assume that such Lender has made such portion
available to the Agent on the date of such Revolving Credit Borrowing in
accordance with subsection (a) of this Section 2.02 and the Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Lender shall not have so
made such ratable portion available to the Agent, such Lender and the Borrower
severally agree to repay to the Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date such amount is
made available to the Borrower until the date such amount is repaid to the
Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate
applicable at the time to Revolving Credit Advances comprising such Revolving
Credit Borrowing and (B) the cost of funds incurred by the Agent in respect of
such amount and (ii) in the case of such Lender, (A) the Federal Funds Rate in
the case of Advances denominated in Dollars or (B) the cost of funds incurred by
the Agent in respect of such amount in the case of Advances denominated in
Committed Currencies. If such Lender shall repay to the Agent such corresponding
amount, such amount so repaid shall constitute such Lender's Revolving Credit
Advance as part of such Revolving Credit Borrowing for purposes of this
Agreement.

                  (e) The failure of any Lender to make the Revolving Credit
Advance to be made by it as part of any Revolving Credit Borrowing shall not
relieve any other Lender of its obligation, if any, hereunder to make its
Revolving Credit Advance on the date of such Revolving Credit Borrowing, but no
Lender shall be responsible for the failure of any other Lender to make the
Revolving Credit Advance to be made by such other Lender on the date of any
Revolving Credit Borrowing.

                  SECTION 2.03. THE COMPETITIVE BID ADVANCES. (a) Each Lender
severally agrees that the Borrower may make Competitive Bid Borrowings under
this Section 2.03 from time to time on any Business Day during the period from
the date hereof until the date occurring 30 days prior to the Termination Date
in the manner set forth below; PROVIDED that, following the making of each
Competitive Bid Borrowing, (x) the aggregate amount of the Competitive Bid
Advances of all Lenders then outstanding shall not exceed $100,000,000 and (y)
the aggregate amount of the Advances then outstanding shall not exceed the
aggregate amount of the Commitments of the Lenders (computed without regard to
any Competitive Bid Reduction).

                  (i) The Borrower may request a Competitive Bid Borrowing under
         this Section 2.03 by delivering to the Agent, by telecopier or telex, a
         notice of a Competitive Bid Borrowing (a "NOTICE OF COMPETITIVE BID
         BORROWING"), in substantially the form of Exhibit B-2 hereto,
         specifying therein the requested (v) date of such proposed Competitive
         Bid Borrowing, (w) aggregate amount of such proposed Competitive Bid
         Borrowing, (x) in the case of a Competitive Bid Borrowing consisting of
         LIBO Rate




                                       15
<PAGE>

         Advances, Interest Period, or in the case of a Competitive Bid
         Borrowing consisting of Fixed Rate Advances, maturity date for
         repayment of each Fixed Rate Advance to be made as part of such
         Competitive Bid Borrowing (which maturity date may not be earlier than
         the date occurring 7 days after the date of such Competitive Bid
         Borrowing or later than the earlier of (I) in the case of Fixed Rate
         Advances, 180 days and, in the case of LIBO Rate Advances, one, two,
         three, six or nine months, after the date of such Competitive Bid
         Borrowing and (II) the Termination Date), (y) interest payment date or
         dates relating thereto, and (z) other terms (if any) to be applicable
         to such Competitive Bid Borrowing, not later than 12:00 noon (New York
         City time) (A) at least one Business Day prior to the date of the
         proposed Competitive Bid Borrowing, if the Borrower shall specify in
         the Notice of Competitive Bid Borrowing that the rates of interest to
         be offered by the Lenders shall be fixed rates per annum (the Advances
         comprising any such Competitive Bid Borrowing being referred to herein
         as "FIXED RATE ADVANCES") and (B) at least four Business Days prior to
         the date of the proposed Competitive Bid Borrowing, if the Borrower
         shall instead specify in the Notice of Competitive Bid Borrowing that
         the Advances comprising such Competitive Bid Borrowing shall be LIBO
         Rate Advances. Each Notice of Competitive Bid Borrowing shall be
         irrevocable and binding on the Borrower. The Agent shall in turn
         promptly notify each Lender of each request for a Competitive Bid
         Borrowing received by it from the Borrower by sending such Lender a
         copy of the related Notice of Competitive Bid Borrowing.

                  (ii) Each Lender may, if, in its sole discretion, it elects to
         do so, irrevocably offer to make one or more Competitive Bid Advances
         to the Borrower as part of such proposed Competitive Bid Borrowing at a
         rate or rates of interest specified by such Lender in its sole
         discretion, by notifying the Agent (which shall give prompt notice
         thereof to the Borrower), (A) before 10:30 A.M. (New York City time) on
         the date of such proposed Competitive Bid Borrowing, in the case of a
         Competitive Bid Borrowing consisting of Fixed Rate Advances and (B)
         before 11:00 A.M. (New York City time) three Business Days before the
         date of such proposed Competitive Bid Borrowing, in the case of a
         Competitive Bid Borrowing consisting of LIBO Rate Advances of the
         minimum amount and maximum amount of each Competitive Bid Advance which
         such Lender would be willing to make as part of such proposed
         Competitive Bid Borrowing (which amounts may, subject to the proviso to
         the first sentence of this Section 2.03(a), exceed such Lender's
         Commitment, if any), the rate or rates of interest therefor and such
         Lender's Applicable Lending Office with respect to such Competitive Bid
         Advance; PROVIDED that if the Agent in its capacity as a Lender shall,
         in its sole discretion, elect to make any such offer, it shall notify
         the Borrower of such offer at least 30 minutes before the time and on
         the date on which notice of such election is to be given to the Agent,
         by the other Lenders. If any Lender shall elect not to make such an
         offer, such Lender shall so notify the Agent before 11:00 A.M. (New
         York City time) on the date on which notice of such election is to be
         given to the Agent by the other Lenders, and such Lender shall not be
         obligated to, and shall not, make any Competitive Bid Advance as part
         of such Competitive Bid Borrowing; PROVIDED that the failure by any
         Lender to give such notice shall not cause such Lender to be obligated
         to make any Competitive Bid Advance as part of such proposed
         Competitive Bid Borrowing.

                  (iii) The Borrower shall, in turn, (A) before 11:30 A.M. (New
         York City time) on the date of such proposed Competitive Bid Borrowing,
         in the case of a Competitive Bid Borrowing consisting of Fixed Rate
         Advances and (B) before 12:00 noon (New York City time) three Business
         Days before the date of such proposed Competitive Bid Borrowing, in the
         case of a Competitive Bid Borrowing consisting of LIBO Rate Advances,
         either:

                           (x) cancel such Competitive Bid Borrowing by giving
                  the Agent notice to that effect, or

                           (y) accept one or more of the offers made by any
                  Lender or Lenders pursuant to paragraph (ii) above, in its
                  sole discretion, by giving notice to the Agent of the amount
                  of each Competitive Bid Advance (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 Agent
                  on behalf of such Lender for such Competitive Bid Advance
                  pursuant to paragraph (ii) above) to be made by each Lender as
                  part of such Competitive Bid Borrowing, and reject any
                  remaining offers made by




                                       16
<PAGE>

                  Lenders pursuant to paragraph (ii) above by giving the Agent
                  notice to that effect. The Borrower shall accept the offers
                  made by any Lender or Lenders to make Competitive Bid Advances
                  in order of the lowest to the highest rates of interest
                  offered by such Lenders. If two or more Lenders have offered
                  the same interest rate, the amount to be borrowed at such
                  interest rate will be allocated among such Lenders in
                  proportion to the amount that each such Lender offered at such
                  interest rate.

                  (iv) If the Borrower notifies the Agent that such Competitive
         Bid Borrowing is cancelled pursuant to paragraph (iii)(x) above, the
         Agent shall give prompt notice thereof to the Lenders and such
         Competitive Bid Borrowing shall not be made.

                  (v) If the Borrower accepts one or more of the offers made by
         any Lender or Lenders pursuant to paragraph (iii)(y) above, the Agent
         shall in turn promptly notify (A) each Lender that has made an offer as
         described in paragraph (ii) above, of the date and aggregate amount of
         such Competitive Bid Borrowing and whether or not any offer or offers
         made by such Lender pursuant to paragraph (ii) above have been accepted
         by the Borrower, (B) each Lender that is to make a Competitive Bid
         Advance as part of such Competitive Bid Borrowing, of the amount of
         each Competitive Bid Advance to be made by such Lender as part of such
         Competitive Bid Borrowing, and (C) each Lender that is to make a
         Competitive Bid Advance as part of such Competitive Bid Borrowing, upon
         receipt, that the Agent has received forms of documents appearing to
         fulfill the applicable conditions set forth in Article III. Each Lender
         that is to make a Competitive Bid Advance as part of such Competitive
         Bid Borrowing shall, before 1:00 P.M. (New York City time) on the date
         of such Competitive Bid Borrowing specified in the notice received from
         the Agent pursuant to clause (A) of the preceding sentence or any later
         time when such Lender shall have received notice from the Agent
         pursuant to clause (C) of the preceding sentence, make available for
         the account of its Applicable Lending Office to the Agent at the
         Agent's Account, in same day funds, such Lender's portion of such
         Competitive Bid Borrowing. Upon fulfillment of the applicable
         conditions set forth in Article III and after receipt by the Agent of
         such funds, the Agent will make such funds available to the Borrower at
         the Agent's address referred to in Section 8.02. Promptly after each
         Competitive Bid Borrowing the Agent will notify each Lender of the
         amount of the Competitive Bid Borrowing, the consequent Competitive Bid
         Reduction and the dates upon which such Competitive Bid Reduction
         commenced and will terminate.

                  (vi) If the Borrower notifies the Agent that it accepts one or
         more of the offers made by any Lender or Lenders pursuant to paragraph
         (iii)(y) above, such notice of acceptance shall be irrevocable and
         binding on the Borrower. The Borrower shall indemnify each Lender
         against any loss, cost or expense incurred by such Lender as a result
         of any failure to fulfill on or before the date specified in the
         related Notice of Competitive Bid Borrowing for such Competitive Bid
         Borrowing the applicable conditions set forth in Article III,
         including, without limitation, any loss (excluding loss of anticipated
         profits), cost or expense incurred by reason of the liquidation or
         reemployment of deposits or other funds acquired by such Lender to fund
         the Competitive Bid Advance to be made by such Lender as part of such
         Competitive Bid Borrowing when such Competitive Bid Advance, as a
         result of such failure, is not made on such date.

                  (b) Each Competitive Bid Borrowing shall be in an aggregate
amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof
and, following the making of each Competitive Bid Borrowing, the Borrower and
each Lender shall be in compliance with the limitations set forth in the proviso
to the first sentence of subsection (a) above.

                  (c) Within the limits and on the conditions set forth in this
Section 2.03, the Borrower may from time to time borrow under this Section 2.03,
repay or prepay pursuant to subsection (d) below, and reborrow under this
Section 2.03, PROVIDED that a Competitive Bid Borrowing shall not be made within
three Business Days of the date of any other Competitive Bid Borrowing.

                  (d) The Borrower shall repay to the Agent for the account of
each Lender that has made a Competitive Bid Advance, on the maturity date of
each Competitive Bid Advance (such maturity date being that



                                       17
<PAGE>

specified by the Borrower for repayment of such Competitive Bid Advance in the
related Notice of Competitive Bid Borrowing delivered pursuant to subsection
(a)(i) above and provided in the Competitive Bid Note evidencing such
Competitive Bid Advance), the then unpaid principal amount of such Competitive
Bid Advance. The Borrower shall have no right to prepay any principal amount of
any Competitive Bid Advance unless, and then only on the terms, specified by the
Borrower for such Competitive Bid Advance in the related Notice of Competitive
Bid Borrowing delivered pursuant to subsection (a)(i) above and set forth in the
Competitive Bid Note evidencing such Competitive Bid Advance.

                  (e) The Borrower shall pay interest on the unpaid principal
amount of each Competitive Bid Advance from the date of such Competitive Bid
Advance to the date the principal amount of such Competitive Bid Advance is
repaid in full, at the rate of interest for such Competitive Bid Advance
specified by the Lender making such Competitive Bid Advance in its notice with
respect thereto delivered pursuant to subsection (a)(ii) above, payable on the
interest payment date or dates specified by the Borrower for such Competitive
Bid Advance in the related Notice of Competitive Bid Borrowing delivered
pursuant to subsection (a)(i) above, as provided in the Competitive Bid Note
evidencing such Competitive Bid Advance. Upon the occurrence and during the
continuance of an Event of Default under Section 6.01(a), the Borrower shall pay
interest on the amount of unpaid principal of and interest on each Competitive
Bid Advance owing to a Lender, payable in arrears on the date or dates interest
is payable thereon, at a rate per annum equal at all times to 2% per annum above
the rate per annum required to be paid on such Competitive Bid Advance under the
terms of the Competitive Bid Note evidencing such Competitive Bid Advance unless
otherwise agreed in such Competitive Bid Note.

                  (f) The indebtedness of the Borrower resulting from each
Competitive Bid Advance made to the Borrower as part of a Competitive Bid
Borrowing shall be evidenced by a separate Competitive Bid Note of the Borrower
payable to the order of the Lender making such Competitive Bid Advance.

                  SECTION 2.04. ISSUANCE OF AND DRAWINGS AND REIMBURSEMENT UNDER
LETTERS OF CREDIT. (a) REQUEST FOR ISSUANCE. (i) Each Letter of Credit shall be
issued upon notice, given not later than 11:00 A.M. (New York City time) on the
third Business Day prior to the date of the proposed issuance of such Letter of
Credit, by the Borrower to any Issuing Bank, and such Issuing Bank shall give
the Agent, prompt notice thereof by telex, telecopier or cable. Each such notice
of issuance of a Letter of Credit (a "NOTICE OF ISSUANCE") shall be by telex,
telecopier or cable, confirmed immediately in writing, specifying therein the
requested (A) date of such issuance (which shall be a Business Day), (B)
Available Amount of such Letter of Credit, (C) expiration date of such Letter of
Credit, (D) name and address of the beneficiary of such Letter of Credit and (E)
form of such Letter of Credit, and shall be accompanied by such application and
agreement for letter of credit as such Issuing Bank may reasonably specify to
the Borrower for use in connection with such requested Letter of Credit (a
"LETTER OF CREDIT AGREEMENT"). If the requested form (but not the terms) of such
Letter of Credit is acceptable to such Issuing Bank in its sole discretion, such
Issuing Bank will, upon fulfillment of the applicable conditions set forth in
Article III, make such Letter of Credit available to the Borrower at its office
referred to in Section 8.02 or as otherwise agreed with the Borrower in
connection with such issuance. In the event and to the extent that the
provisions of any Letter of Credit Agreement shall conflict with this Agreement,
the provisions of this Agreement shall govern.

                  (b) PARTICIPATIONS. By the issuance of a Letter of Credit (or
an amendment to a Letter of Credit increasing the amount thereof) and without
any further action on the part of the applicable Issuing Bank or the Lenders,
such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires
from such Issuing Bank, a participation in such Letter of Credit equal to such
Lender's Pro Rata Share of the aggregate amount available to be drawn under such
Letter of Credit. The Borrower hereby agrees to each such participation. In
consideration and in furtherance of the foregoing, each Lender hereby absolutely
and unconditionally agrees to pay to the Agent, for the account of such Issuing
Bank, such Lender's Pro Rata Share of each drawing made under a Letter of Credit
funded by such Issuing Bank and not reimbursed by the Borrower on the date made,
or of any reimbursement payment required to be refunded to the Borrower for any
reason. Each Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or
termination of the Tranche A Commitments, and that each such payment shall be
made without any offset, abatement, withholding or reduction whatsoever.




                                       18
<PAGE>

                  (c) DRAWING AND REIMBURSEMENT. The payment by an Issuing Bank
of a draft drawn under any Letter of Credit shall constitute for all purposes of
this Agreement the making by any such Issuing Bank of a Tranche A Advance, which
shall be a Base Rate Advance, in the amount of such draft. Upon written demand
by such Issuing Bank, with a copy of such demand to the Agent, each Lender shall
pay to the Agent such Lender's Pro Rata Share of such outstanding Tranche A
Advance, by making available for the account of its Applicable Lending Office to
the Agent for the account of such Issuing Bank, by deposit to the Agent's
Account, in same day funds, an amount equal to the portion of the outstanding
principal amount of such Tranche A Advance to be funded by such Lender. Promptly
after receipt thereof, the Agent shall transfer such funds to such Issuing Bank.
Each Lender agrees to fund its Pro Rata Share of an outstanding Tranche A
Advance on (i) the Business Day on which demand therefor is made by such Issuing
Bank, PROVIDED that notice of such demand is given not later than 11:00 A.M.
(New York City time) on such Business Day, or (ii) the first Business Day next
succeeding such demand if notice of such demand is given after such time. If and
to the extent that any Lender shall not have so made the amount of such Tranche
A Advance available to the Agent, such Lender agrees to pay to the Agent
forthwith on demand such amount together with interest thereon, for each day
from the date of demand by any such Issuing Bank until the date such amount is
paid to the Agent, at the Federal Funds Rate for its account or the account of
such Issuing Bank, as applicable. If such Lender shall pay to the Agent such
amount for the account of any such Issuing Bank on any Business Day, such amount
so paid in respect of principal shall constitute a Tranche A Advance made by
such Lender on such Business Day for purposes of this Agreement, and the
outstanding principal amount of the Tranche A Advance made by such Issuing Bank
shall be reduced by such amount on such Business Day.

                  (d) LETTER OF CREDIT REPORTS. Each Issuing Bank shall furnish
(A) to the Agent on the first Business Day of each week a written report
summarizing issuance and expiration dates of Letters of Credit issued during the
previous week and drawings during such week under all Letters of Credit, (B) to
each Lender on the date of each issuance of a Letter of Credit or a drawing
thereunder, notice of such issuance or drawing, (C) to the Agent and each Lender
on the first Business Day of each calendar quarter a written report setting
forth the average daily aggregate Available Amount during the preceding calendar
quarter of all Letters of Credit and (D) to the Borrower on the first Business
Day of each fiscal quarter a written report summarizing the issuance and
expiration dates of Letters of Credit issued during the previous fiscal quarter,
drawings during such fiscal quarter under all Letters of Credit.

                  (e) FAILURE TO MAKE REVOLVING CREDIT ADVANCES. The failure of
any Lender to make the Revolving Credit Advance to be made by it on the date
specified in Section 2.04(c) shall not relieve any other Lender of its
obligation hereunder to make its Revolving Credit Advance on such date, but no
Lender shall be responsible for the failure of any other Lender to make the
Revolving Credit Advance to be made by such other Lender on such date.

                  SECTION 2.05. FEES. (a) FACILITY FEE. The Borrower agrees to
pay to the Agent for the account of each Lender a facility fee on the aggregate
amount of such Lender's Tranche A Commitment from the Effective Date in the case
of each Initial Lender and from the effective date specified in the Assignment
and Acceptance pursuant to which it became a Lender in the case of each other
Lender until the Termination Date at a rate per annum equal to the Applicable
Percentage in effect from time to time, payable in arrears quarterly on the last
day of each March, June, September and December, commencing June 30, 2002, and
on the Termination Date.

                  (b) LETTER OF CREDIT FEES. The Borrower shall pay to the Agent
for the account of each Lender a commission on such Lender's Pro Rata Share of
the average daily aggregate Available Amount of all Letters of Credit
outstanding from time to time at a rate per annum equal to the Applicable Margin
for Eurocurrency Rate Advances in effect from time to time plus the Applicable
Utilization Fee, if any, payable in arrears quarterly on the fifth Business Day
of January, April, July and October, commencing in July, 2002, and on the
Termination Date.

                  (c) AGENT'S FEES. The Borrower shall pay to the Agent for its
own account such fees as may from time to time be agreed between the Borrower
and the Agent.

                  SECTION 2.06. OPTIONAL TERMINATION OR REDUCTION OF THE
COMMITMENTS. The Borrower shall have the right, upon at least three Business
Days' notice to the Agent, to terminate in whole or permanently reduce ratably
in part the respective Unused Commitments of the Lenders, PROVIDED that (x) each
partial reduction shall be in the aggregate amount of $1,000,000 or an integral
multiple of $100,000 in excess thereof, (y) each partial



                                       19
<PAGE>

reduction shall automatically reduce the Letter of Credit Commitment to the
extent that, after giving effect to such reduction of the Unused Commitments,
the Letter of Credit Commitment exceeds the Tranche A Commitments and (z) each
partial reduction shall automatically ratably reduce the respective Tranche B
Commitments of each Tranche B Lender to the extent that, after giving effect to
such reduction of the Unused Commitments, such Lender's Tranche B Commitment
exceeds such Lender's Tranche A Commitment.

                  SECTION 2.07. REPAYMENT OF REVOLVING CREDIT ADVANCES. (a) The
Borrower shall repay to the Agent for the ratable account of the Lenders on the
Termination Date the aggregate principal amount of the Revolving Credit Advances
then outstanding.

                  (b) The obligations of the Borrower under this Agreement, any
Letter of Credit Agreement and any other agreement or instrument relating to any
Letter of Credit shall be unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement, such Letter of Credit
Agreement and such other agreement or instrument under all circumstances,
including, without limitation, the following circumstances (it being understood
that any such payment by the Borrower is without prejudice to, and does not
constitute a waiver of, any rights the Borrower might have or might acquire
under Section 8.14 or otherwise as a result of the payment by any Lender of any
draft or the reimbursement by the Borrower thereof):

                  (i) any lack of validity or enforceability of any Loan
         Document, any Letter of Credit Agreement, any Letter of Credit or any
         other agreement or instrument relating thereto (all of the foregoing
         being, collectively, the "L/C RELATED DOCUMENTS");

                  (ii) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the obligations of the Borrower in
         respect of any L/C Related Document or any other amendment or waiver of
         or any consent to departure from all or any of the L/C Related
         Documents;

                  (iii) the existence of any claim, set-off, defense or other
         right that the Borrower may have at any time against any beneficiary or
         any transferee of a Letter of Credit (or any Persons for which any such
         beneficiary or any such transferee may be acting), any Issuing Bank,
         any Agent, any Lender or any other Person, whether in connection with
         the transactions contemplated by the L/C Related Documents or any
         unrelated transaction;

                  (iv) any statement or any other document presented under a
         Letter of Credit proving to be forged, fraudulent, invalid or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect;

                  (v) payment by any Issuing Bank under a Letter of Credit
         against presentation of a draft or certificate that does not strictly
         comply with the terms of such Letter of Credit;

                  (vi) any exchange, release or non-perfection of any
         collateral, or any release or amendment or waiver of or consent to
         departure from any guarantee, for all or any of the obligations of the
         Borrower in respect of the L/C Related Documents; or

                  (vii) any other circumstance or happening whatsoever, whether
         or not similar to any of the foregoing, including, without limitation,
         any other circumstance that might otherwise constitute a defense
         available to, or a discharge of, the Borrower or a guarantor.

                  SECTION 2.08. INTEREST ON REVOLVING CREDIT ADVANCES. (a)
SCHEDULED INTEREST. The Borrower shall pay interest on the unpaid principal
amount of each Revolving Credit Advance owing to each Lender from the date of
such Revolving Credit Advance until such principal amount shall be paid in full,
at the following rates per annum:

                  (i) BASE RATE ADVANCES. During such periods as such Revolving
         Credit Advance is a Base Rate Advance, a rate per annum equal at all
         times to the sum of (x) the Base Rate in effect from time to time PLUS
         (y) the Applicable Margin in effect from time to time PLUS (z) the
         Applicable Utilization Fee, if



                                       20
<PAGE>

         any, in effect from time to time, payable in arrears quarterly on the
         last day of each March, June, September and December during such
         periods and on the date such Base Rate Advance shall be Converted or
         paid in full.

                  (ii) EUROCURRENCY RATE ADVANCES. During such periods as such
         Revolving Credit Advance is a Eurocurrency Rate Advance, a rate per
         annum equal at all times during each Interest Period for such Revolving
         Credit Advance to the sum of (x) the Eurocurrency Rate for such
         Interest Period for such Revolving Credit Advance PLUS (y) the
         Applicable Margin in effect from time to time PLUS (z) the Applicable
         Utilization Fee, if any, in effect from time to time, payable in
         arrears on the last day of such Interest Period and, if such Interest
         Period has a duration of more than three months, on each day that
         occurs during such Interest Period every three months from the first
         day of such Interest Period and on the date such Eurocurrency Rate
         Advance shall be Converted or paid in full.

                  (b) DEFAULT INTEREST. Upon the occurrence and during the
continuance of an Event of Default under Section 6.01(a), the Agent may, and
upon the request of the Required Lenders shall, require the Borrower to pay
interest ("DEFAULT INTEREST") on (i) the unpaid principal amount of each
Revolving Credit Advance owing to each Lender, payable in arrears on the dates
referred to in clause (a)(i) or (a)(ii) above, at a rate per annum equal at all
times to 2% per annum above the rate per annum required to be paid on such
Revolving Credit Advance pursuant to clause (a)(i) or (a)(ii) above and (ii) to
the fullest extent permitted by law, the amount of any interest, fee or other
amount payable hereunder that is not paid when due, from the date such amount
shall be due until such amount shall be paid in full, payable in arrears on the
date such amount shall be paid in full and on demand, at a rate per annum equal
at all times to 2% per annum above the rate per annum required to be paid on
Base Rate Advances pursuant to clause (a)(i) above; PROVIDED, HOWEVER, that
following acceleration of the Advances pursuant to Section 6.01, Default
Interest shall accrue and be payable hereunder whether or not previously
required by the Agent.

                  SECTION 2.09. INTEREST RATE DETERMINATION. (a) Each Reference
Bank agrees to furnish to the Agent timely information for the purpose of
determining each Eurocurrency Rate and each LIBO Rate. If any one or more of the
Reference Banks shall not furnish such timely information to the Agent for the
purpose of determining any such interest rate, the Agent shall determine such
interest rate on the basis of timely information furnished by the remaining
Reference Banks. The Agent shall give prompt notice to the Borrower and the
Lenders of the applicable interest rate determined by the Agent for purposes of
Section 2.08(a)(i) or (ii), and the rate, if any, furnished by each Reference
Bank for the purpose of determining the interest rate under Section 2.08(a)(ii).

                  (b) If, with respect to any Eurocurrency Rate Advances, the
Required Lenders notify the Agent that (i) they are unable to obtain matching
deposits in the London inter-bank market at or about 11:00 A.M. (London time) on
the second Business Day before the making of a Borrowing in sufficient amounts
to fund their respective Revolving Credit Advances as a part of such Borrowing
during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period
for such Advances will not adequately reflect the cost to such Required Lenders
of making, funding or maintaining their respective Eurocurrency Rate Advances
for such Interest Period, the Agent shall forthwith so notify the Borrower and
the Lenders, whereupon (A) the Borrower will, on the last day of the then
existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are
denominated in Dollars, either (x) prepay such Advances or (y) Convert such
Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are
denominated in any Committed Currency, either (x) prepay such Advances or (y)
exchange such Advances into an Equivalent amount of Dollars and Convert such
Advances into Base Rate Advances and (B) the obligation of the Lenders to make,
or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall
be suspended until the Agent shall notify the Borrower and the Lenders that the
circumstances causing such suspension no longer exist; PROVIDED that, if the
circumstances set forth in clause (ii) above are applicable, the Borrower may
elect, by notice to the Agent and the Lenders, to continue such Advances in such
Committed Currency for Interest Periods of not longer than one month, which
Advances shall thereafter bear interest at a rate per annum equal to the
Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a
rate per annum) of funding its Eurocurrency Rate Advances by whatever means it
reasonably determines to be appropriate. Each Lender shall certify its cost of
funds for each Interest Period to the Agent and the Borrower as soon as
practicable (but in any event not later than ten Business Days after the first
day of such Interest Period).





                                       21
<PAGE>

                  (c) If the Borrower shall fail to select the duration of any
Interest Period for any Eurocurrency Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Agent will forthwith so notify the Borrower and the Lenders and such Advances
will automatically, on the last day of the then existing Interest Period
therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars,
Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are
denominated in a Committed Currency, be exchanged for an Equivalent amount of
Dollars and Convert into Base Rate Advances.

                  (d) On the date on which the aggregate unpaid principal amount
of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by
payment or prepayment or otherwise, to less than the Revolving Credit Borrowing
Minimum, such Advances shall automatically Convert into Base Rate Advances.

                  (e) Upon the occurrence and during the continuance of any
Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
(A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted
into Base Rate Advances and (B) if such Eurocurrency Rate Advances are
denominated in any Committed Currency, be exchanged for an Equivalent amount of
Dollars and be Converted into Base Rate Advances and (ii) the obligation of the
Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall
be suspended; PROVIDED that Borrower may elect, by notice to the Agent and the
Lenders within one Business Day of such Event of Default, to continue such
Advances in such Committed Currency, whereupon the Agent may require that each
Interest Period relating to such Eurocurrency Rate Advances shall bear interest
at the Overnight Eurocurrency Rate for a period of three Business Days and
thereafter, each such Interest Period shall have a duration of not longer than
one month. "OVERNIGHT EUROCURRENCY RATE" means the rate per annum applicable to
an overnight period beginning on one Business Day and ending on the next
Business Day equal to the sum of 1%, the Applicable Interest Rate Margin and the
average, rounded upward to the nearest whole multiple of 1/16 of 1%, if such
average is not such a multiple, of the respective rates per annum quoted by each
Reference Bank to the Agent on request as the rate at which it is offering
overnight deposits in the relevant currency in amounts comparable to such
Reference Bank's Eurocurrency Rate Advances.

                  (f) If Telerate Markets Page 3750 is unavailable and fewer
than two Reference Banks furnish timely information to the Agent for determining
the Eurocurrency Rate or LIBO Rate for any Eurocurrency Rate Advances or LIBO
Rate Advances, as the case may be,

                  (i) the Agent shall forthwith notify the Borrower and the
         Lenders that the interest rate cannot be determined for such
         Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be,

                  (ii) with respect to Eurocurrency Rate Advances, each such
         Advance will automatically, on the last day of the then existing
         Interest Period therefor, (A) if such Eurocurrency Rate Advance is
         denominated in Dollars, Convert into a Base Rate Advance and (B) if
         such Eurocurrency Rate Advance is denominated in any Committed
         Currency, be prepaid by the Borrower or be automatically exchanged for
         an Equivalent amount of Dollars and be Converted into a Base Rate
         Advance (or if such Advance is then a Base Rate Advance, will continue
         as a Base Rate Advance), and

                  (iii) the obligation of the Lenders to make Eurocurrency Rate
         Advances or LIBO Rate Advances or to Convert Revolving Credit Advances
         into Eurocurrency Rate Advances shall be suspended until the Agent
         shall notify the Borrower and the Lenders that the circumstances
         causing such suspension no longer exist.

                  SECTION 2.10. OPTIONAL CONVERSION OF TRANCHE A ADVANCES. The
Borrower may on any Business Day, upon notice given to the Agent not later than
12:00 noon (New York City time) on the third Business Day prior to the date of
the proposed Conversion and subject to the provisions of Sections 2.09 and 2.13,
Convert all Tranche A Advances of one Type comprising the same Borrowing into
Tranche A Advances of the other Type; PROVIDED, HOWEVER, that any Conversion of
Eurocurrency Rate Advances into Base Rate Advances shall be made only on the
last day of an Interest Period for such Eurocurrency Rate Advances, any
Conversion of Base Rate Advances into Eurocurrency Rate Advances shall be in an
amount not less than the minimum amount specified in



                                       22
<PAGE>

Section 2.02(b) and no Conversion of any Tranche A Advances shall result in more
separate Revolving Credit Borrowings than permitted under Section 2.02(b). Each
such notice of a Conversion shall, within the restrictions specified above,
specify (i) the date of such Conversion, (ii) the Tranche A Advances to be
Converted, and (iii) if such Conversion is into Eurocurrency Rate Advances, the
duration of the initial Interest Period for each such Advance. Each notice of
Conversion shall be irrevocable and binding on the Borrower.

                  SECTION 2.11. PREPAYMENTS OF REVOLVING CREDIT ADVANCES. (a)
OPTIONAL. The Borrower may, upon notice at least three Business Days' prior to
the date of such prepayment, in the case of Eurocurrency Rate Advances, and not
later than 12:00 noon (New York City time) on the date of such prepayment, in
the case of Base Rate Advances, to the Agent stating the proposed date and
aggregate principal amount of the prepayment, and if such notice is given the
Borrower shall, prepay the outstanding principal amount of the Revolving Credit
Advances comprising part of the same Revolving Credit Borrowing in whole or
ratably in part, together with accrued interest to the date of such prepayment
on the principal amount prepaid; PROVIDED, HOWEVER, that (x) each partial
prepayment shall be in an aggregate principal amount of not less than the
Revolving Credit Borrowing Minimum or a Revolving Credit Borrowing Multiple in
excess thereof and (y) in the event of any such prepayment of a Eurocurrency
Rate Advance, the Borrower shall be obligated to reimburse the Lenders in
respect thereof pursuant to Section 8.04(c).

                  (b) MANDATORY. (i) If, on any date, the Agent notifies the
Borrower that, on any interest payment date, the Equivalent in Dollars
(determined on the third Business Day prior to such interest payment date) of
the aggregate principal amount of all Tranche B Advances then outstanding
exceeds 105% of the aggregate Tranche B Commitments on such date, the Borrower
shall, as soon as practicable and in any event within two Business Days after
receipt of such notice, subject to the proviso to this sentence set forth below,
prepay the outstanding principal amount of any Tranche B Advances owing by the
Borrower in an aggregate amount sufficient to reduce such amount to an amount
not to exceed 100% of the aggregate Tranche B Commitments on such date together
with any interest accrued to the date of such prepayment on the aggregate
principal amount of Tranche B Advances prepaid; PROVIDED that if the date of
such required prepayment is not the last day of an Interest Period for a Tranche
B Advance, such required prepayment shall be deferred until the last day of the
Interest Period of the outstanding Tranche B Advances. The Agent shall give
prompt notice of any prepayment required under this Section 2.11(b) to the
Borrower and the Lenders, and shall provide prompt notice to the Borrower of any
such notice of required prepayment received by it from any Lender.

                  (ii) Each prepayment made pursuant to this Section 2.11(b)
shall be made together with any interest accrued to the date of such prepayment
on the principal amounts prepaid and, in the case of any prepayment of a
Eurocurrency Rate Advance or a LIBO Rate Advance on a date other than the last
day of an Interest Period or at its maturity, any additional amounts which the
Borrower shall be obligated to reimburse to the Lenders in respect thereof
pursuant to Section 8.04(c). The Agent shall give prompt notice of any
prepayment required under this Section 2.11(b) to the Borrower and the Lenders.

                  SECTION 2.12. INCREASED COSTS. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation after the date hereof or (ii) the compliance with any guideline or
request from any central bank or other governmental authority made after the
date hereof including, without limitation, any agency of the European Union or
similar monetary or multinational authority (whether or not having the force of
law), there shall be any increase in the cost to any Lender of agreeing to make
or making, funding or maintaining Eurocurrency Rate Advances or LIBO Rate
Advances or of agreeing to issue or of issuing or maintaining or participating
in Letters of Credit (excluding for purposes of this Section 2.12 any such
increased costs resulting from (i) Taxes or Other Taxes (as to which Section
2.15 shall govern) and (ii) changes in the basis of taxation of overall net
income or overall gross income by the United States or by the foreign
jurisdiction or state under the laws of which such Lender is organized or has
its Applicable Lending Office or any political subdivision thereof), then the
Borrower shall from time to time, upon demand by such Lender (with a copy of
such demand to the Agent), pay to the Agent for the account of such Lender
additional amounts sufficient to compensate such Lender for such increased cost.
A certificate in reasonable detail as to the amount of such increased cost,
submitted to the Borrower and the Agent by such Lender, shall be conclusive and
binding for all purposes, absent manifest error.




                                       23
<PAGE>

                  (b) If any Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) effected after
the date hereof affects or would affect the amount of capital required or
expected to be maintained by such Lender or any corporation controlling such
Lender and that the amount of such capital is increased by or based upon the
existence of such Lender's commitment to lend hereunder and other commitments of
this type, then, upon demand by such Lender (with a copy of such demand to the
Agent), the Borrower shall pay to the Agent for the account of such Lender, from
time to time as specified by such Lender, additional amounts sufficient to
compensate such Lender or such corporation in the light of such circumstances,
to the extent that such Lender reasonably determines such increase in capital to
be allocable to the existence of such Lender's commitment to lend hereunder. A
certificate in reasonable detail as to such amounts submitted to the Borrower
and the Agent by such Lender shall be conclusive and binding for all purposes,
absent manifest error.

                  (c) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; PROVIDED that the Borrower shall not
be required to compensate a Lender pursuant to this Section for any increased
costs or reductions incurred more than six months prior to the date that such
Lender notifies the Borrower of the change giving rise to such increased costs
or reductions and of such Lender's intention to claim compensation therefor;
PROVIDED FURTHER that, if the change giving rise to such increased costs or
reductions is retroactive, then the six-month period referred to above shall be
extended to include the period of retroactive effect thereof.

                  SECTION 2.13. ILLEGALITY. Notwithstanding any other provision
of this Agreement, if any Lender shall notify the Agent that the introduction of
or any change in or in the interpretation of any law or regulation makes it
unlawful, or any central bank or other governmental authority asserts that it is
unlawful, for any Lender or its Eurocurrency Lending Office to perform its
obligations hereunder to make Eurocurrency Rate Advances in Dollars or any
Committed Currency or LIBO Rate Advances in Dollars or to fund or maintain
Eurocurrency Rate Advances in Dollars or any Committed Currency or LIBO Rate
Advances in Dollars hereunder, (a) each Eurocurrency Rate Advance or LIBO Rate
Advance, as the case may be, will automatically, upon such demand, (i) if such
Eurocurrency Rate Advance or LIBO Rate Advance is denominated in Dollars, be
Converted into a Base Rate Advance or an Advance that bears interest at the rate
set forth in Section 2.08(a)(i), as the case may be, and (ii) if such
Eurocurrency Rate Advance is denominated in any Committed Currency, be exchanged
into an Equivalent amount of Dollars and be Converted into a Base Rate Advance
and (b) the obligation of the Lenders to make Eurocurrency Rate Advances or LIBO
Rate Advances or to Convert Revolving Credit Advances into Eurocurrency Rate
Advances shall be suspended until the Agent shall notify the Borrower and the
Lenders that the circumstances causing such suspension no longer exist.

                  SECTION 2.14. PAYMENTS AND COMPUTATIONS. (a) The Borrower
shall make each payment hereunder (except with respect to principal of, interest
on, and other amounts relating to, Advances denominated in a Committed
Currency), irrespective of any right of counterclaim or set-off, not later than
12:00 noon (New York City time) on the day when due in Dollars to the Agent at
the applicable Agent's Account in same day funds. The Borrower shall make each
payment hereunder with respect to principal of, interest on, and other amounts
relating to, Advances denominated in a Committed Currency, irrespective of any
right of counterclaim or set-off, not later than 12:00 noon (at the Payment
Office for such Committed Currency) on the day when due in such Committed
Currency to the Agent, by deposit of such funds to the applicable Agent's
Account in same day funds. The Agent will promptly thereafter cause to be
distributed like funds relating to the payment of principal or interest or
facility fees ratably (other than amounts payable pursuant to Section 2.03,
2.12, 2.15 or 8.04(c)) to the Lenders for the account of their respective
Applicable Lending Offices, and like funds relating to the payment of any other
amount payable to any Lender to such Lender for the account of its Applicable
Lending Office, in each case to be applied in accordance with the terms of this
Agreement. Upon its acceptance of an Assignment and Acceptance and recording of
the information contained therein in the Register pursuant to Section 8.07(c),
from and after the effective date specified in such Assignment and Acceptance,
the Agent shall make all payments hereunder and under the Notes in respect of
the interest assigned thereby to the Lender assignee thereunder, and the parties
to such Assignment and Acceptance shall make all appropriate adjustments in such
payments for periods prior to such effective date directly between themselves.




                                       24
<PAGE>

                  (b) The Borrower hereby authorizes each Lender, if and to the
extent payment owed to such Lender is not made when due hereunder or under the
Note held by such Lender, to charge from time to time against any or all of the
Borrower's accounts with such Lender any amount so due.

                  (c) All computations of interest based on the Base Rate shall
be made by the Agent on the basis of a year of 365 or 366 days, as the case may
be, all computations of interest based on the Eurocurrency Rate or the Federal
Funds Rate and of fees and Letter of Credit commissions shall be made by the
Agent on the basis of a year of 360 days and computations in respect of
Competitive Bid Advances shall be made by the Agent as specified in the
applicable Notice of Competitive Bid Borrowing (or, in each case of Advances
denominated in Committed Currencies where market practice differs, in accordance
with market practice), in each case for the actual number of days (including the
first day but excluding the last day) occurring in the period for which such
interest, fees or commissions are payable. Each determination by the Agent of an
interest rate hereunder shall be conclusive and binding for all purposes, absent
manifest error.

                  (d) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest or facility fee, as
the case may be; PROVIDED, HOWEVER, that, if such extension would cause payment
of interest on or principal of Eurocurrency Rate Advances or LIBO Rate Advances
to be made in the next following calendar month, such payment shall be made on
the next preceding Business Day.

                  (e) Unless the Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Lenders hereunder
that the Borrower will not make such payment in full, the Agent may assume that
the Borrower has made such payment in full to the Agent on such date and the
Agent may, in reliance upon such assumption, cause to be distributed to each
Lender on such due date an amount equal to the amount then due such Lender. If
and to the extent the Borrower shall not have so made such payment in full to
the Agent, each Lender shall repay to the Agent forthwith on demand such amount
distributed to such Lender together with interest thereon, for each day from the
date such amount is distributed to such Lender until the date such Lender repays
such amount to the Agent, at (i) the Federal Funds Rate in the case of Advances
denominated in Dollars or (ii) the cost of funds incurred by the Agent in
respect of such amount in the case of Advances denominated in Committed
Currencies.

                  (f) To the extent that the Agent receives funds for
application to the amounts owing by any Loan Party under or in respect of this
Agreement or any other Loan Document in currencies other than the currency or
currencies required to enable the Agent to distribute funds to the Lenders in
accordance with the terms of this Section 2.14, the Agent shall be entitled to
convert or exchange such funds into Dollars or into a Committed Currency or from
Dollars to a Committed Currency or from a Committed Currency to Dollars, as the
case may be, to the extent necessary to enable the Agent to distribute such
funds in accordance with the terms of this Section 2.14; PROVIDED that the
Borrower and each of the Lenders hereby agree that the Agent shall not be liable
or responsible for any loss, cost or expense suffered by the Borrower or such
Lender as a result of any conversion or exchange of currencies affected pursuant
to this Section 2.14(f) or as a result of the failure of the Agent to effect any
such conversion or exchange; and PROVIDED FURTHER that the Borrower agrees to
indemnify the Agent and each Lender, and hold the Agent and each Lender
harmless, for any and all losses, costs and expenses incurred by the Agent or
any Lender for any conversion or exchange of currencies (or the failure to
convert or exchange any currencies) in accordance with this Section 2.14(f).

                  SECTION 2.15. TAXES. (a) Any and all payments by the Borrower
to or for the account of any Lender or the Agent hereunder or under the Notes or
any other documents to be delivered hereunder shall be made, in accordance with
Section 2.14 or the applicable provisions of such other documents, free and
clear of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, EXCLUDING, in the case of each Lender, the Sub-Agent and the Agent,
taxes imposed on its overall net income, and franchise taxes imposed on it in
lieu of net income taxes, by the jurisdiction under the laws of which such
Lender, the Sub-Agent or the Agent (as the case may be) is organized or any
political subdivision thereof and, in the case of each Lender, taxes imposed on
its overall net income, and franchise taxes imposed on it in lieu of net income
taxes, by the jurisdiction of such Lender's Applicable Lending Office or any
political subdivision thereof (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and



                                       25
<PAGE>

liabilities in respect of payments hereunder or under the Notes being
hereinafter referred to as "TAXES"). If the Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder or under any
Note or any other documents to be delivered hereunder to any Lender, the
Sub-Agent or the Agent, (i) the sum payable shall be increased as may be
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.15) such Lender, the
Sub-Agent or the Agent (as the case may be) receives an amount equal to the sum
it would have received had no such deductions been made, (ii) the Borrower shall
make such deductions and (iii) the Borrower shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with
applicable law.

                  (b) In addition, the Borrower shall pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or under the Notes any
other documents to be delivered hereunder or from the execution, delivery or
registration of, performing under, or otherwise with respect to, this Agreement,
any other Loan Document or any other documents to be delivered hereunder or
thereunder (hereinafter referred to as "OTHER TAXES").

                  (c) The Borrower shall indemnify each Lender and the Agent for
and hold it harmless against the full amount of Taxes or Other Taxes (including,
without limitation, taxes of any kind imposed or asserted by any jurisdiction on
amounts payable under this Section 2.15) imposed on or paid by such Lender or
the Agent (as the case may be) and any liability (including penalties, interest
and expenses) arising therefrom or with respect thereto. This indemnification
shall be made within 30 days from the date such Lender or the Agent (as the case
may be) makes written demand therefor by delivery of an invoice in reasonable
detail evidencing the amounts owed.

                  (d) Within 30 days after the date of any payment of Taxes, the
Borrower shall furnish to the Agent, at its address referred to in Section 8.02,
the original or a certified copy of a receipt evidencing such payment to the
extent such a receipt is issued therefor, or other written proof of payment
thereof that is reasonably satisfactory to the Agent. In the case of any payment
hereunder or under the Notes or any other documents to be delivered hereunder by
or on behalf of the Borrower through an account or branch outside the United
States or by or on behalf of the Borrower by a payor that is not a United States
person, if the Borrower determines that no Taxes are payable in respect thereof,
the Borrower shall furnish, or shall cause such payor to furnish, to the Agent,
at such address, an opinion of counsel acceptable to the Agent stating that such
payment is exempt from Taxes. For purposes of this subsection (d) and subsection
(e), the terms "UNITED STATES" and "UNITED STATES PERSON" shall have the
meanings specified in Section 7701 of the Internal Revenue Code.

                  (e) Each Lender organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and delivery
of this Agreement in the case of each Initial Lender and on the date of the
Assumption Agreement or the Assignment and Acceptance pursuant to which it
becomes a Lender in the case of each other Lender, and from time to time
thereafter as reasonably requested in writing by the Borrower (but only so long
as such Lender remains lawfully able to do so), shall provide each of the Agent
and the Borrower with two original Internal Revenue Service forms W-8BEN or
W-8ECI, as appropriate, or any successor or other form prescribed by the
Internal Revenue Service, certifying that such Lender is exempt from or entitled
to a reduced rate of United States withholding tax on payments pursuant to this
Agreement or the Notes. If the form provided by a Lender at the time such Lender
first becomes a party to this Agreement indicates a United States interest
withholding tax rate in excess of zero, withholding tax at such rate shall be
considered excluded from Taxes unless and until such Lender provides the
appropriate forms certifying that a lesser rate applies, whereupon withholding
tax at such lesser rate only shall be considered excluded from Taxes for periods
governed by such form; PROVIDED, HOWEVER, that, if at the date of the Assignment
and Acceptance pursuant to which a Lender assignee becomes a party to this
Agreement, the Lender assignor was entitled to payments under subsection (a) in
respect of United States withholding tax with respect to interest paid at such
date, then, to such extent, the term Taxes shall include (in addition to
withholding taxes that may be imposed in the future or other amounts otherwise
includable in Taxes) United States withholding tax, if any, applicable with
respect to the Lender assignee on such date. If any form or document referred to
in this subsection (e) requires the disclosure of information, other than
information necessary to compute the tax payable and information required on the
date hereof by Internal Revenue Service form W-8BEN or W-8ECI, that the Lender
reasonably considers to be confidential, the Lender shall give notice thereof to
the Borrower and shall not be obligated to include in such form or document such
confidential information.




                                       26
<PAGE>

                  (f) For any period with respect to which a Lender has failed
to provide the Borrower with the appropriate form, certificate or other document
described in Section 2.15(e) (OTHER THAN if such failure is due to a change in
law, or in the interpretation or application thereof, occurring subsequent to
the date on which a form, certificate or other document originally was required
to be provided, or if such form, certificate or other document otherwise is not
required under subsection (e) above), such Lender shall not be entitled to
indemnification under Section 2.15(a) or (c) with respect to Taxes imposed by
the United States by reason of such failure; PROVIDED, HOWEVER, that should a
Lender become subject to Taxes because of its failure to deliver a form,
certificate or other document required hereunder, the Borrower shall take such
steps as the Lender shall reasonably request to assist the Lender to recover
such Taxes.

                  (g) Any Lender claiming any additional amounts payable
pursuant to this Section 2.15 agrees to use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Eurocurrency Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender.

                  SECTION 2.16. SHARING OF PAYMENTS, ETC. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Revolving Credit Advances
owing to it (other than pursuant to Section 2.12, 2.15 or 8.04(c)) in excess of
its ratable share of payments on account of the Revolving Credit Advances
obtained by all the Lenders, such Lender shall forthwith purchase from the other
Lenders such participations in the Revolving Credit Advances owing to them as
shall be necessary to cause such purchasing Lender to share the excess payment
ratably with each of them; PROVIDED, HOWEVER, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Lender, such
purchase from each Lender shall be rescinded and such Lender shall repay to the
purchasing Lender the purchase price to the extent of such recovery together
with an amount equal to such Lender's ratable share (according to the proportion
of (i) the amount of such Lender's required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered.
The Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 2.16 may, to the fullest extent permitted by
law, exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation.

                  SECTION 2.17. EVIDENCE OF DEBT. (a) 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 Revolving Credit
Advance owing to such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder in respect of Revolving Credit Advances. The Borrower agrees that upon
notice by any Lender to the Borrower (with a copy of such notice to the Agent)
to the effect that a Revolving Credit Note is required or appropriate in order
for such Lender to evidence (whether for purposes of pledge, enforcement or
otherwise) the Revolving Credit Advances owing to, or to be made by, such
Lender, the Borrower shall promptly execute and deliver to such Lender a
Revolving Credit Note payable to the order of such Lender in a principal amount
up to the Tranche A Commitment of such Lender.

                  (b) The Register maintained by the Agent pursuant to Section
8.07(d) shall include a control account, and a subsidiary account for each
Lender, in which accounts (taken together) shall be recorded (i) the date and
amount of each Borrowing made hereunder, the Type of Advances comprising such
Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the
terms of each Assignment and Acceptance delivered to and accepted by it, (iii)
the amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder and (iv) the amount of any
sum received by the Agent from the Borrower hereunder and each Lender's share
thereof.

                  (c) Entries made in good faith by the Agent in the Register
pursuant to subsection (b) above, and by each Lender in its account or accounts
pursuant to subsection (a) above, shall be PRIMA FACIE evidence of the amount of
principal and interest due and payable or to become due and payable from the
Borrower to, in the case of the Register, each Lender and, in the case of such
account or accounts, such Lender, under this Agreement, absent manifest error;
PROVIDED, HOWEVER, that the failure of the Agent or such Lender to make an
entry, or any finding that



                                       27
<PAGE>

an entry is incorrect, in the Register or such account or accounts shall not
limit or otherwise affect the obligations of the Borrower under this Agreement.

                  SECTION 2.18. USE OF PROCEEDS. The proceeds of the Advances
and issuances of Letters of Credit shall be available (and the Borrower agrees
that it shall use such proceeds) solely for general corporate purposes of the
Borrower and its Subsidiaries.

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

                  SECTION 3.01. CONDITIONS PRECEDENT TO EFFECTIVENESS OF
SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become
effective on and as of the first date (the "EFFECTIVE DATE") on which the
following conditions precedent have been satisfied:

                  (a) There shall have occurred no Material Adverse Change since
         December 30, 2001.

                  (b) There shall exist no action, suit, investigation,
         litigation or proceeding affecting the Borrower or any of its
         Subsidiaries pending or threatened before any court, governmental
         agency or arbitrator that (i) could be reasonably likely to have a
         Material Adverse Effect other than the matters described on Schedule
         3.01(b) hereto (the "DISCLOSED LITIGATION") or (ii) purports to affect
         the legality, validity or enforceability of any Loan Document or the
         consummation of the transactions contemplated hereby, and there shall
         have been no adverse change in the status, or financial effect on the
         Borrower or any of its Subsidiaries, of the Disclosed Litigation from
         that described on Schedule 3.01(b) hereto.

                  (c) Nothing shall have come to the attention of the Lenders
         during the course of their due diligence investigation to lead them to
         believe that the Information Memorandum and all other Confidential
         Information provided to the Lenders prior to the date hereof was or has
         become misleading, incorrect or incomplete in any material respect;
         without limiting the generality of the foregoing, the Lenders shall
         have been given such access to the management, records, books of
         account, contracts and properties of the Borrower and its Subsidiaries
         as they shall have requested.

                  (d) All governmental and third party consents and approvals
         necessary in connection with the transactions contemplated hereby shall
         have been obtained (without the imposition of any conditions that are
         not acceptable to the Lenders) and shall remain in effect, and no law
         or regulation shall be applicable in the reasonable judgment of the
         Lenders that restrains, prevents or imposes materially adverse
         conditions upon the transactions contemplated hereby.

                  (e) The Borrower shall have notified the Agent in writing as
         to the proposed Effective Date.

                  (f) The Borrower shall have paid all accrued fees and expenses
         of the Agent and the Lenders (including the accrued reasonable fees and
         expenses of counsel to the Agent).

                  (g) On the Effective Date, the following statements shall be
         true and the Agent shall have received for the account of each Lender a
         certificate signed by a duly authorized officer of the Borrower, dated
         the Effective Date, stating that:

                           (i) The representations and warranties contained in
                  Section 4.01 are correct on and as of the Effective Date, and

                           (ii) No event has occurred and is continuing that
                  constitutes a Default.




                                       28
<PAGE>

                  (h) The Agent shall have received on or before the Effective
         Date the following, each dated such day, in form and substance
         satisfactory to the Agent and (except for the Revolving Credit Notes)
         in sufficient copies for each Lender:

                           (i) The Revolving Credit Notes to the order of the
                  Lenders to the extent requested by any Lender pursuant to
                  Section 2.17.

                           (ii) a guaranty in substantially the form of Exhibit
                  D hereto (together with each other guaranty or guaranty
                  supplement delivered pursuant to Section 5.01(j), in each case
                  as amended, the "GUARANTY"), duly executed by each Guarantor.

                           (iii) Certified copies of the resolutions of the
                  Board of Directors of each Loan Party approving each Loan
                  Document to which it is or is to be a party, and of all
                  documents evidencing other necessary corporate action and
                  governmental approvals, if any, with respect to each Loan
                  Document to which it is or is to be a party.

                           (iv) A certificate of the Secretary or an Assistant
                  Secretary of each Loan Party certifying the names and true
                  signatures of the officers of such Loan Party authorized to
                  sign each Loan Document to which it is or is to be a party and
                  the other documents to be delivered hereunder and thereunder.

                           (v) A favorable opinion Brian Dan, Associate General
                  Counsel of the Borrower and a favorable opinion of of
                  McDermott, Will & Emery, counsel for the Loan Parties,
                  substantially in the form of Exhibits E-1 and E-2 hereto,
                  respectively, and as to such other matters as any Lender
                  through the Agent may reasonably request.

                           (vi) A favorable opinion of Shearman & Sterling,
                  counsel for the Agent, in form and substance satisfactory to
                  the Agent.

                  (i) The Borrower shall have terminated the commitments, and
         paid in full all Debt, interest, fees and other amounts outstanding,
         under each of the 364-Day Credit Agreement dated as May 10, 2001 and
         the Revolving Credit and Line of Credit Agreement date as of February
         20, 1998, each as amended, among the Borrower, the lenders parties
         thereto and SunTrust Bank, Central Florida, National Association, as
         agent, and each of the Lenders that is a party to each such credit
         facility hereby waives, upon execution of this Agreement, the three
         Business Days' notice required by Section 2.3 of each such Credit
         Agreement relating to the termination of commitments thereunder.

                  (j) The Borrower shall have terminated the commitments, and
         arranged, contemporaneously with the initial Borrowing under this
         Agreement, to have paid in full all Debt, interest, fees and other
         amounts outstanding , under each of the 1) Term Loan Agreement between
         Office Depot Japan Ltd. as borrower and The Industrial Bank of Japan,
         Ltd. as Lender, 2)Term Loan Agreement between Office Depot Japan Ltd.
         as borrower and The Fuji Bank Ltd. as lender, 3) Term Loan between
         Office Depot Japan Ltd. as borrower and Union Bank of California N.A.,
         Tokyo Branch as lender, and 4) Revolving Loan Agreement among Office
         Depot Japan Ltd. as borrower and the lenders named herein and Union
         Bank of California N.A., Tokyo Branch, each dated July 1, 1999 and each
         as amended.

                  SECTION 3.02. CONDITIONS PRECEDENT TO EACH REVOLVING CREDIT
BORROWING AND LETTER OF CREDIT Issuance. The obligation of each Lender to make a
Revolving Credit Advance on the occasion of each Revolving Credit Borrowing and
the obligation of each Issuing Bank to issue a Letter of Credit shall be subject
to the conditions precedent that the Effective Date shall have occurred and on
the date of such Revolving Credit Borrowing or issuance (a) the following
statements shall be true (and each of the giving of the applicable Notice of
Revolving Credit Borrowing or Notice of Issuance and the acceptance by the
Borrower of the proceeds of such Revolving Credit Borrowing or Letter of Credit
shall constitute a representation and warranty by the Borrower that on the date
of such Borrowing or such issuance such statements are true):




                                       29
<PAGE>

                  (i) the representations and warranties contained in each Loan
         Document are correct on and as of such date, before and after giving
         effect to such Revolving Credit Borrowing or such issuance and to the
         application of the proceeds therefrom, as though made on and as of such
         date, and

                  (ii) no event has occurred and is continuing, or would result
         from such Revolving Credit Borrowing or such issuance or from the
         application of the proceeds therefrom, that constitutes a Default;

and (b) the Agent shall have received such other approvals, opinions or
documents as any Lender through the Agent may reasonably request.

                  SECTION 3.03. CONDITIONS PRECEDENT TO EACH COMPETITIVE BID
BORROWING. The obligation of each Lender that is to make a Competitive Bid
Advance on the occasion of a Competitive Bid Borrowing to make such Competitive
Bid Advance as part of such Competitive Bid Borrowing is subject to the
conditions precedent that (i) the Agent shall have received the written
confirmatory Notice of Competitive Bid Borrowing with respect thereto, (ii) on
or before the date of such Competitive Bid Borrowing, but prior to such
Competitive Bid Borrowing, the Agent shall have received a Competitive Bid Note
payable to the order of such Lender for each of the one or more Competitive Bid
Advances to be made by such Lender as part of such Competitive Bid Borrowing, in
a principal amount equal to the principal amount of the Competitive Bid Advance
to be evidenced thereby and otherwise on such terms as were agreed to for such
Competitive Bid Advance in accordance with Section 2.03, and (iii) on the date
of such Competitive Bid Borrowing the following statements shall be true (and
each of the giving of the applicable Notice of Competitive Bid Borrowing and the
acceptance by the Borrower of the proceeds of such Competitive Bid Borrowing
shall constitute a representation and warranty by the Borrower that on the date
of such Competitive Bid Borrowing such statements are true):

                  (a) the representations and warranties contained in each Loan
         Document are correct on and as of the date of such Competitive Bid
         Borrowing, before and after giving effect to such Competitive Bid
         Borrowing and to the application of the proceeds therefrom, as though
         made on and as of such date, and

                  (b) no event has occurred and is continuing, or would result
         from such Competitive Bid Borrowing or from the application of the
         proceeds therefrom, that constitutes a Default.

                  SECTION 3.04. DETERMINATIONS UNDER SECTION 3.01. For purposes
of determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Agent responsible for the transactions contemplated by this Agreement
shall have received notice from such Lender prior to the date that the Borrower,
by notice to the Lenders, designates as the proposed Effective Date, specifying
its objection thereto. The Agent shall promptly notify the Lenders of the
occurrence of the Effective Date.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01. REPRESENTATIONS AND WARRANTIES OF THE BORROWER.
The Borrower represents and warrants as follows:

                  (a) Each Loan Party and their Material Subsidiaries (i) is a
         corporation duly organized, validly existing and in good standing under
         the laws of the jurisdiction of its incorporation, (ii) is duly
         qualified and in good standing as a foreign corporation in each other
         jurisdiction in which it own or leases property or in which the conduct
         of its business requires it to so qualify or be licensed, except where
         the failure to be so qualified would not have a Material Adverse Effect
         and (iii) has all requisite corporate power and authority (including,
         without limitation, all governmental licenses, permits and other
         approvals) to own or lease and operate its properties and to carry on
         its business as now conducted as and proposed to be conducted.




                                       30
<PAGE>

                  (b) The execution, delivery and performance by each Loan Party
         of each Loan Document to which it is or is to be a party, and the
         consummation of the transactions contemplated hereby and thereby, are
         within such Loan Party's corporate powers, have been duly authorized by
         all necessary corporate action, and do not contravene (i) such Loan
         Party's charter or by-laws or (ii) law or any contractual restriction
         binding on or affecting any Loan Party, any of its Subsidiaries or any
         of its properties.

                  (c) No authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory body
         or any other third party is required for the due execution, delivery
         and performance by any Loan Party of the Loan Documents to which it is
         or is to be a party.

                  (d) This Agreement has been, and each of the other Loan
         Documents when delivered hereunder will have been, duly executed and
         delivered by each Loan Party party thereto. This Agreement is, and each
         of the other Loan Documents when delivered hereunder will be, the
         legal, valid and binding obligation of each Loan Party party thereto
         enforceable against such Loan Party in accordance with their respective
         terms, subject to applicable bankruptcy, insolvency, reorganization,
         moratorium or other laws affecting the rights of creditors generally
         and subject to general principles of equity.

                  (e) The Consolidated balance sheet of the Borrower and its
         Subsidiaries as at December 30, 2001, and the related Consolidated
         statements of income and cash flows of the Borrower and its
         Subsidiaries for the fiscal year then ended, accompanied by an opinion
         of Deloitte & Touche LLP, independent public accountants, copies of
         which have been furnished to each Lender, fairly present the
         Consolidated financial condition of the Borrower and its Subsidiaries
         as at such date and the Consolidated results of the operations of the
         Borrower and its Subsidiaries for the period ended on such date, all in
         accordance with generally accepted accounting principles consistently
         applied. Since December 30, 2001, there has been no Material Adverse
         Change.

                  (f) There is no pending or threatened action, suit,
         investigation, litigation or proceeding, including, without limitation,
         any Environmental Action, affecting the Borrower or any of its
         Subsidiaries before any court, governmental agency or arbitrator that
         (i) could be reasonably likely to have a Material Adverse Effect (other
         than the Disclosed Litigation) or (ii) purports to affect the legality,
         validity or enforceability of any Loan Document or the consummation of
         the transactions contemplated hereby, and there has been no adverse
         change in the status, or financial effect on the Borrower or any of its
         Subsidiaries, of the Disclosed Litigation from that described on
         Schedule 3.01(b) hereto.

                  (g) Neither the Information Memorandum nor any other
         information, exhibit or report furnished by or on behalf of any Loan
         Party to the Agent or and Lender in connection with the negotiation and
         syndication of the Loan Documents or pursuant to the terms of the Loan
         Documents contained any untrue statement of a material fact or omitted
         to state a material fact necessary to make the statements made therein
         not misleading.

                  (h) The Borrower and each of its Material Subsidiaries has
         filed, has caused to be filed or has been included in all tax returns
         (Federal, state, local and foreign) required to be filed and has paid
         all taxes shown thereon to be due, together with applicable interest
         and penalties.

                  (i) The Borrower is not engaged in the business of extending
         credit for the purpose of purchasing or carrying margin stock (within
         the meaning of Regulation U issued by the Board of Governors of the
         Federal Reserve System), and no proceeds of any Advance will be used to
         purchase or carry any margin stock or to extend credit to others for
         the purpose of purchasing or carrying any margin stock.

                  (j) The Borrower is not an "investment company", or a company
         "controlled" by an "investment company", within the meaning of the
         Investment Company Act of 1940, as amended.




                                       31
<PAGE>

                  (k) Each of the Borrower and its Subsidiaries has good title
         to, or valid leasehold interests in, all its real and personal property
         material to its business, except for minor defects in title that do not
         interfere with its ability to conduct its business as currently
         conducted or to utilize such properties for their intended purposes,
         and none of such property is subject to any Lien, except as permitted
         by Section 5.02(a).

                  (l) Each of the Borrower and its Subsidiaries owns, or is
         licensed to use, all trademarks, tradenames, copyrights, patents and
         other intellectual property material to its business, and the use
         thereof by the Borrower and its Subsidiaries does not infringe upon the
         rights of any other Person, except for any such infringements that,
         individually or in the aggregate, could not reasonably be expected to
         result in a Material Adverse Effect.

                  (m) All intercompany loans in a principal amount of
         $25,000,000 or more by and among the Borrower and its Subsidiaries as
         of the Effective Date are described on Schedule 4.01(m) hereto.

                  (n) The Borrower and its Subsidiaries have experienced no
         strikes, labor disputes, slow downs or work stoppages due to labor
         disagreements which have had, or would reasonably be expected to have,
         a Materially Adverse Effect, and, to the best knowledge of the
         Borrower, there are no such strikes, disputes, slow downs or work
         stoppages threatened against the Borrower or any of its Subsidiaries.

                  (o) Each Loan Party is, individually and together with its
         Subsidiaries, Solvent.

                                    ARTICLE V

                            COVENANTS OF THE BORROWER

                  SECTION 5.01. AFFIRMATIVE COVENANTS. So long as any Advance
shall remain unpaid or any Lender shall have any Commitment hereunder or any
Letter of Credit shall be outstanding, the Borrower will:

                  (a) COMPLIANCE WITH LAWS, ETC. Comply, and cause each of its
         Subsidiaries to comply, in all material respects, with all applicable
         laws, rules, regulations and orders, such compliance to include,
         without limitation, compliance with ERISA and Environmental Laws,
         except to the extent that any such non-compliance, in the aggregate,
         would not have a material negative impact on any Loan Party and its
         Subsidiaries, taken as a whole.

                  (b) PAYMENT OF TAXES, ETC. Pay and discharge, and cause each
         of its Subsidiaries to pay and discharge, before the same shall become
         delinquent, (i) all taxes, assessments and governmental charges or
         levies imposed upon it or upon its property and (ii) all lawful claims
         that, if unpaid, might by law become a Lien upon its property;
         PROVIDED, HOWEVER, that neither the Borrower nor any of its
         Subsidiaries shall be required to pay or discharge any such tax,
         assessment, charge or claim that is being contested in good faith and
         by proper proceedings and as to which appropriate reserves are being
         maintained, unless and until any Lien resulting therefrom attaches to
         its property and becomes enforceable against its other creditors.

                  (c) MAINTENANCE OF INSURANCE. Maintain, and cause each of its
         Subsidiaries to maintain, insurance with responsible and reputable
         insurance companies or associations in such amounts and covering such
         risks as is usually carried by companies engaged in similar businesses
         and owning similar properties in the same general areas in which the
         Borrower or such Subsidiary operates; PROVIDED, HOWEVER, that the
         Borrower and its Subsidiaries may self-insure to the same extent as
         other companies engaged in similar businesses and owning similar
         properties in the same general areas in which the Borrower or such
         Subsidiary operates and to the extent consistent with prudent business
         practice.

                  (d) PRESERVATION OF CORPORATE EXISTENCE, ETC. Preserve and
         maintain, and cause each of its Subsidiaries to preserve and maintain,
         its corporate existence, rights (charter and statutory) and franchises;
         PROVIDED, HOWEVER, that (i) the Borrower and its Subsidiaries may
         consummate any merger or consolidation permitted under Section 5.02(b)
         and (ii) neither the Borrower nor any of its Subsidiaries shall be
         required to



                                       32
<PAGE>

         preserve any right or franchise if the Board of Directors of the
         Borrower or such Subsidiary shall determine that the preservation
         thereof is no longer desirable in the conduct of the business of the
         Borrower or such Subsidiary, as the case may be, and that the loss
         thereof is not disadvantageous in any material respect to the Borrower,
         such Subsidiary or the Lenders, PROVIDED, FURTHER, that the foregoing
         shall not restrict any Person other than a Loan Party to the extent
         that the failure to so comply would not be reasonably likely to have a
         Material Adverse Effect.

                  (e) VISITATION RIGHTS. At any reasonable time and from time to
         time during normal business hours, permit the Agent or any of the
         Lenders or any agents or representatives thereof, to examine and make
         copies of and abstracts from the records and books of account of, and
         visit the properties of, the Borrower and any of its Subsidiaries, and
         to discuss the affairs, finances and accounts of the Borrower and any
         of its Subsidiaries with any of their officers or directors and with
         their independent certified public accountants, PROVIDED that so long
         as no Default shall have occurred and be continuing, the Agent and each
         Lender shall visit the Borrower and its Subsidiaries not more than four
         times in any year.

                  (f) KEEPING OF BOOKS. Keep, and cause each of its Subsidiaries
         to keep, proper books of record and account, in which full and correct
         entries shall be made of all financial transactions and the assets and
         business of the Borrower and each such Subsidiary in accordance with
         generally accepted accounting principles in effect from time to time.

                  (g) MAINTENANCE OF PROPERTIES, ETC. Maintain and preserve, and
         cause each of its Subsidiaries to maintain and preserve, all of its
         properties that are used or useful in the conduct of its business in
         good working order and condition, ordinary wear and tear excepted.

                  (h) TRANSACTIONS WITH AFFILIATES. Conduct, and cause each of
         its Subsidiaries to conduct, all transactions otherwise permitted under
         this Agreement with any of their Affiliates on terms that are fair and
         reasonable and no less favorable to the Borrower or such Subsidiary
         than it would obtain in a comparable arm's-length transaction with a
         Person not an Affiliate.

                  (i) REPORTING REQUIREMENTS. Furnish to the Agent:

                           (i) as soon as available and in any event within 45
                  days after the end of each of the first three quarters of each
                  fiscal year of the Borrower, the Consolidated balance sheet of
                  the Borrower and its Subsidiaries as of the end of such
                  quarter and Consolidated statements of income and cash flows
                  of the Borrower and its Subsidiaries for the period commencing
                  at the end of the previous fiscal year and ending with the end
                  of such quarter, duly certified (subject to year-end audit
                  adjustments) by the chief financial officer of the Borrower as
                  having been prepared in accordance with generally accepted
                  accounting principles and certificates of the chief financial
                  officer, treasurer or controller of the Borrower as to
                  compliance with the terms of this Agreement and setting forth
                  in reasonable detail the calculations necessary to demonstrate
                  compliance with Section 5.03, PROVIDED that in the event of
                  any change in generally accepted accounting principles used in
                  the preparation of such financial statements, the Borrower
                  shall also provide, if necessary for the determination of
                  compliance with Section 5.03, a statement of reconciliation
                  conforming such financial statements to GAAP;

                           (ii) as soon as available and in any event within 90
                  days after the end of each fiscal year of the Borrower, a copy
                  of the annual audit report for such year for the Borrower and
                  its Subsidiaries, containing the Consolidated balance sheet of
                  the Borrower and its Subsidiaries as of the end of such fiscal
                  year and Consolidated statements of income and cash flows of
                  the Borrower and its Subsidiaries for such fiscal year, in
                  each case accompanied by an opinion acceptable to the Required
                  Lenders by Deloitte & Touche LLP or other independent public
                  accountants acceptable to the Required Lenders, PROVIDED that
                  in the event of any change in generally accepted accounting
                  principles used in the preparation of such financial
                  statements, the Borrower shall also provide, if




                                       33
<PAGE>

                  necessary for the determination of compliance with Section
                  5.03, a statement of reconciliation conforming such financial
                  statements to GAAP;

                           (iii) as soon as possible and in any event within
                  five days after an Executive Officer has notice or knowledge
                  of the occurrence of each Default continuing on the date of
                  such statement, a statement of an Executive Officer of the
                  Borrower setting forth details of such Default and the action
                  that the Borrower has taken and proposes to take with respect
                  thereto;

                           (iv) promptly after the sending or filing thereof,
                  copies of all reports that the Borrower sends to any of its
                  securityholders, and copies of all reports and registration
                  statements that the Borrower or any Subsidiary files with the
                  Securities and Exchange Commission or any national securities
                  exchange;

                           (v) promptly after the commencement thereof, notice
                  of all actions and proceedings before any court, governmental
                  agency or arbitrator affecting the Borrower or any of its
                  Subsidiaries of the type described in Section 4.01(f); and

                           (vi) such other information respecting the Borrower
                  or any of its Subsidiaries as any Lender through the Agent may
                  from time to time reasonably request.

                  (j) COVENANT TO GUARANTEE OBLIGATIONS. The Borrower shall,
         with respect to any Person that subsequent to the Effective Date,
         becomes a Subsidiary organized in a jurisdiction within the United
         States having total assets that accounted for or produced, or would on
         a pro forma basis have accounted for or produced, more than 10% of
         Consolidated EBITR of the Borrower during any of the three most
         recently completed fiscal years of the Borrower, promptly cause such
         Subsidiary to become a party to the Guaranty pursuant to documentation
         that is in form and substance satisfactory to the Agent.

                  (k) OWNERSHIP OF GUARANTORS. Maintain at least its percentage
         of ownership existing as of the date hereof of all Guarantors, and
         maintain its ownership percentage in each Person which becomes a
         Guarantor after the date hereof, as such ownership exists at the time
         such Person becomes a Guarantor.

                  SECTION 5.02. NEGATIVE COVENANTS. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder or any Letter of
Credit shall be outstanding, the Borrower will not:

                  (a) LIENS, ETC. Create or suffer to exist, or permit any of
         its Subsidiaries to create or suffer to exist, any Lien on or with
         respect to any of its properties, whether now owned or hereafter
         acquired, or assign, or permit any of its Subsidiaries to assign, any
         right to receive income, other than:

                           (i) Permitted Liens,

                           (ii) purchase money Liens upon or in any real
                  property, improvement or equipment acquired or held by the
                  Borrower or any Subsidiary in the ordinary course of business
                  to secure the purchase price of such property, improvement or
                  equipment or to secure Debt incurred solely for the purpose of
                  financing the acquisition of such property, improvement or
                  equipment, or Liens existing on such property, improvement or
                  equipment at the time of its acquisition (other than any such
                  Liens created in contemplation of such acquisition that were
                  not incurred to finance the acquisition of such property) or
                  extensions, renewals or replacements of any of the foregoing
                  for the same or a lesser amount, PROVIDED, HOWEVER, that no
                  such Lien shall extend to or cover any properties of any
                  character other than the real property or equipment being
                  acquired, and no such extension, renewal or replacement shall
                  extend to or cover any properties not theretofore subject to
                  the Lien being extended, renewed or replaced, PROVIDED FURTHER
                  that the aggregate principal amount of the indebtedness
                  secured by the Liens referred to in this clause (ii) shall not
                  exceed $150,000,000 at any time outstanding,




                                       34
<PAGE>

                           (iii) the Liens existing on the Effective Date and
                  described on Schedule 5.02(a) hereto,

                           (iv) Liens on property of a Person existing at the
                  time such Person is merged into or consolidated with the
                  Borrower or any Subsidiary of the Borrower or becomes a
                  Subsidiary of the Borrower; PROVIDED that such Liens were not
                  created in contemplation of such merger, consolidation or
                  acquisition and do not extend to any assets other than those
                  of the Person so merged into or consolidated with the Borrower
                  or such Subsidiary or acquired by the Borrower or such
                  Subsidiary,

                           (v) Liens relating to an accounts receivable
                  securitization program in an amount not to exceed
                  $300,000,000,

                           (vi) other Liens securing Debt in an aggregate
                  principal amount not to exceed $25,000,000 at any time
                  outstanding, and

                           (vii) the replacement, extension or renewal of any
                  Lien permitted by clause (iii) or (iv) above upon or in the
                  same property theretofore subject thereto or the replacement,
                  extension or renewal (without increase in the amount or change
                  in any direct or contingent obligor) of the Debt secured
                  thereby.

                  (b) MERGERS, ETC. Merge or consolidate with or into, or
         convey, transfer, lease or otherwise dispose of (whether in one
         transaction or in a series of transactions) all or substantially all of
         its assets (whether now owned or hereafter acquired) to, any Person, or
         permit any of its Subsidiaries to do so, except that (i) any Subsidiary
         of the Borrower may merge or consolidate with or into, or dispose of
         assets to, any other Subsidiary of the Borrower, (ii) any Subsidiary of
         the Borrower formed in connection with an accounts receivable
         securitization program solely for the purpose of selling its assets may
         sell all or substantially all of its assets in connection with such
         securitzation and (iii) any Subsidiary of the Borrower may merge into
         or dispose of assets to the Borrower so long as the Borrower is the
         surviving corporation, PROVIDED, in each case, that no Default shall
         have occurred and be continuing at the time of such proposed
         transaction or would result therefrom.

                  (c) ACCOUNTING CHANGES. Make or permit, or permit any of its
         Subsidiaries to make or permit, any change in accounting policies or
         reporting practices, except as required by generally accepted
         accounting principles.

                  (d) CHANGE IN NATURE OF BUSINESS. Make, or permit any of its
         Subsidiaries to make, any material change in the nature of its business
         as carried on at the date hereof or related or incidental thereto.

                  (e) INVESTMENTS IN OTHER PERSONS. Make or hold, or permit any
         of its Subsidiaries to make or hold, any Investment in any other Person
         other than:

                           (i) Investments by the Borrower and its Subsidiaries
                  in the Guarantors;

                           (ii) Investments existing on the date hereof and
                  listed on Schedule 5.02(e);

                           (iii) Investments relating to an accounts receivable
                  securitization program in an amount not to exceed
                  $300,000,000,

                           (iv) loans and advances to employees in the ordinary
                  course of the business of the Borrower and its Subsidiaries as
                  presently conducted in an aggregate principal amount not to
                  exceed $10,000,000 at any time outstanding;

                           (v) Investments in Marketable Securities;



                                       35
<PAGE>

                           (vi) Investments consisting of Debt payable by any
                  Subsidiary of the Borrower to the Borrower or any of its
                  Subsidiaries;

                           (vii) other Investments not included in clauses (i)
                  through (vi) above in an aggregate amount invested not to
                  exceed $250,000,000, and

                           (viii) accretions in equity value of any Investment
                  otherwise permitted under this Section 5.02(e).

                  (f) NEGATIVE PLEDGE. Enter into or suffer to exist, or permit
         any of its Subsidiaries to enter into or suffer to exist, any agreement
         prohibiting or conditioning the creation or assumption of any Lien upon
         any of its property or assets except (i) in favor of the Lenders or
         (ii) in connection with (A) any purchase money Debt permitted by
         Section 5.02(a)(ii) solely to the extent that the agreement or
         instrument governing such Debt prohibits a Lien on the property
         acquired with the proceeds of such Debt or (B) any Debt outstanding on
         the date any Subsidiary of the Borrower becomes such a Subsidiary (so
         long as such agreement was not entered into solely in contemplation of
         such Subsidiary becoming a Subsidiary of the Borrower).

                  (g) SUBSIDIARY DEBT. Permit any of its Subsidiaries to create
         or suffer to exist, any Debt other than:

                           (i) Debt owed to the Borrower or to a wholly owned
                  Subsidiary of the Borrower,

                           (ii) Debt existing on the Effective Date and
                  described on Schedule 5.02(g) hereto (the "EXISTING DEBT"),
                  and any Debt extending the maturity of, or refunding or
                  refinancing, in whole or in part, the Existing Debt, PROVIDED
                  that the principal amount of such Existing Debt shall not be
                  increased above the principal amount thereof outstanding
                  immediately prior to such extension, refunding or refinancing,
                  and the direct and contingent obligors therefor shall not be
                  changed, as a result of or in connection with such extension,
                  refunding or refinancing,

                           (iii) Debt secured by Liens permitted by Section
                  5.02(a)(ii), (iv) or (v),

                           (iv) Debt incurred in the ordinary course of business
                  aggregating for all of the Borrower's Subsidiaries not more
                  than $100,000,000 at any one time outstanding, and

                           (v) indorsement of negotiable instruments for deposit
                  or collection or similar transactions in the ordinary course
                  of business.

                  (h) ACTIONS UNDER CERTAIN DOCUMENTS. Modify, amend, cancel or
         rescind any agreements or documents evidencing or governing
         Subordinated Debt.

                  SECTION 5.03. FINANCIAL COVENANTS. So long as any Advance
shall remain unpaid or any Lender shall have any Commitment hereunder or any
Letter of Credit shall be outstanding, the Borrower will:

                  (a) FIXED CHARGE COVERAGE RATIO. Maintain a ratio of
         Consolidated EBITR of the Borrower and its Subsidiaries to the sum of
         (i) net interest payable on, and amortization of debt discount in
         respect of, all Debt during such period PLUS (ii) rentals payable under
         leases of real or personal, or mixed, property during such period PLUS
         (iii) interest and other continuing program fees (excluding initial
         closing fees) related to an accounts receivable securitization program
         payable during such period, in each case, by the Borrower and its
         Subsidiaries of not less than the amount set forth below for each
         period set forth below:

                        Period                                    Ratio
                        ------                                    -----

                      Effective Date until

                      December 31, 2004                          1.50:1.00

                      January 1, 2005 and thereafter             1.70:1.00




                                       36
<PAGE>

                  (b) LEVERAGE RATIO. Maintain a ratio of Consolidated Debt to
         the sum of Consolidated Debt plus shareholders' equity of not greater
         than 0.45:1.00.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

                  SECTION 6.01. EVENTS OF DEFAULT. If any of the following
events ("EVENTS OF DEFAULT") shall occur and be continuing:

                  (a) The Borrower shall fail to pay any principal of any
         Advance when the same becomes due and payable; or the Borrower shall
         fail to pay any interest on any Advance or make any other payment of
         fees or other amounts payable under this Agreement or any Note within
         three Business Days after the same becomes due and payable; or

                  (b) Any representation or warranty made by the Borrower herein
         or by the Borrower (or any of its officers) in connection with this
         Agreement shall prove to have been incorrect in any material respect
         when made; or

                  (c) (i) The Borrower shall fail to perform or observe any
         term, covenant or agreement contained in Section 5.01(d) (as to the
         existence of any Loan Party), (e), (h) or (i), 5.02 or 5.03, or (ii)
         the Borrower shall fail to perform or observe any other term, covenant
         or agreement contained in this Agreement on its part to be performed or
         observed if such failure shall remain unremedied for 30 days after
         written notice thereof shall have been given to the Borrower by the
         Agent or any Lender; or

                  (d) The Borrower or any of its Subsidiaries shall fail to pay
         any principal of or premium or interest on any Debt that is outstanding
         in a principal or notional amount of at least $25,000,000 in the
         aggregate (but excluding Debt outstanding hereunder) of the Borrower or
         such Subsidiary (as the case may be), when the same becomes due and
         payable (whether by scheduled maturity, required prepayment,
         acceleration, demand or otherwise), and such failure shall continue
         after the applicable grace period, if any, specified in the agreement
         or instrument relating to such Debt; or any other event shall occur or
         condition shall exist under any agreement or instrument relating to any
         such Debt and shall continue after the applicable grace period, if any,
         specified in such agreement or instrument, if the effect of such event
         or condition is to accelerate, or to permit the acceleration of, the
         maturity of such Debt; or any such Debt shall be declared to be due and
         payable, or required to be prepaid or redeemed (other than by a
         regularly scheduled required prepayment or redemption), purchased or
         defeased, or an offer to prepay, redeem, purchase or defease such Debt
         shall be required to be made, in each case prior to the stated maturity
         thereof; or

                  (e) The Borrower or any of its Subsidiaries shall generally
         not pay its debts as such debts become due, or shall admit in writing
         its inability to pay its debts generally, or shall make a general
         assignment for the benefit of creditors; or any proceeding shall be
         instituted by or against the Borrower or any of its Subsidiaries
         seeking to adjudicate it a bankrupt or insolvent, or seeking
         liquidation, winding up, reorganization, arrangement, adjustment,
         protection, relief, or composition of it or its debts under any law
         relating to bankruptcy, insolvency or reorganization or relief of
         debtors, or seeking the entry of an order for relief or the appointment
         of a receiver, trustee, custodian or other similar official for it or
         for any substantial part of its property and, in the case of any such
         proceeding instituted against it (but not instituted by it), either
         such proceeding shall remain undismissed or unstayed for a period of 60
         days, or any of the actions sought in such proceeding (including,
         without limitation, the entry of an order for relief against, or the
         appointment of a receiver, trustee, custodian or other similar official
         for, it or for any substantial part of its property) shall occur; or
         the Borrower or any of its Subsidiaries shall take any corporate action
         to authorize any of the actions set forth above in this subsection (e);
         or





                                       37
<PAGE>

                  (f) Judgments or orders for the payment of money in excess of
         $25,000,000 in the aggregate shall be rendered against the Borrower or
         any of its Subsidiaries and either (i) enforcement proceedings shall
         have been commenced by any creditor upon such judgment or order or (ii)
         there shall be any period of 30 consecutive days during which a stay of
         enforcement of such judgment or order, by reason of a pending appeal or
         otherwise, shall not be in effect; PROVIDED, HOWEVER, that any such
         judgment or order shall not be an Event of Default under this Section
         6.01(f) if and for so long as (i) the amount of such judgment or order
         is covered by a valid and binding policy of insurance between the
         defendant and the insurer covering payment thereof and (ii) such
         insurer, which shall be rated at least "A" by A.M. Best Company, has
         been notified of, and has not disputed the claim made for payment of,
         the amount of such judgment or order; or

                  (g) the Borrower shall cease at any time to own, directly or
         indirectly, a majority of the Voting Stock of each Guarantor; or

                  (h) (i) Any Person or two or more Persons acting in concert
         shall have acquired beneficial ownership (within the meaning of Rule
         13d-3 of the Securities and Exchange Commission under the Securities
         Exchange Act of 1934), directly or indirectly, of Voting Stock of the
         Borrower (or other securities convertible into such Voting Stock)
         representing 40% or more of the combined voting power of all Voting
         Stock of the Borrower; or

                  (i) any provision of any Loan Document after delivery thereof
         pursuant to Section 3.01 or 5.01(j) shall for any reason cease to be
         valid and binding on or enforceable against any Loan Party party to it,
         or any such Loan Party shall so state in writing; or

                  (j) The Borrower or any of its ERISA Affiliates shall incur,
         or shall be reasonably likely to incur liability in excess of
         $25,000,000 in the aggregate as a result of one or more of the
         following: (i) the occurrence of any ERISA Event; (ii) the partial or
         complete withdrawal of the Borrower or any of its ERISA Affiliates from
         a Multiemployer Plan; or (iii) the reorganization or termination of a
         Multiemployer Plan;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, declare the
obligation of each Lender to make Advances (other than Tranche A Advances by an
Issuing Bank or a Lender pursuant to Section 2.02(b)) and of the Issuing Banks
to issue Letters of Credit to be terminated, whereupon the same shall forthwith
terminate, and (ii) shall at the request, or may with the consent, of the
Required Lenders, by notice to the Borrower, declare the Advances, all interest
thereon and all other amounts payable under this Agreement to be forthwith due
and payable, whereupon the Advances, all such interest and all such amounts
shall become and be forthwith due and payable, without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived
by the Borrower; PROVIDED, HOWEVER, that in the event of an actual or deemed
entry of an order for relief with respect to the Borrower under the Federal
Bankruptcy Code, (A) the obligation of each Lender to make Advances (other than
Tranche A Advances by an Issuing Bank or a Lender pursuant to Section 2.02(b))
and of the Issuing Banks to issue Letters of Credit shall automatically be
terminated and (B) the Advances, all such interest and all such amounts shall
automatically become and be due and payable, without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly waived by
the Borrower.

                  SECTION 6.02. ACTIONS IN RESPECT OF THE LETTERS OF CREDIT UPON
DEFAULT. If any Event of Default shall have occurred and be continuing, the
Agent may with the consent, or shall at the request, of the Required Lenders,
irrespective of whether it is taking any of the actions described in Section
6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such
demand the Borrower will, (a) pay to the Agent on behalf of the Lender Parties
in same day funds at the Agent's office designated in such demand, for deposit
in the L/C Cash Collateral Account, an amount equal to the aggregate Available
Amount of all Letters of Credit then outstanding or (b) make such other
arrangements in respect of the outstanding Letters of Credit as shall be
acceptable to the Required Lenders. If at any time the Agent determines that any
funds held in the L/C Cash Collateral Account are subject to any right or claim
of any Person other than the Agent and the Lender Parties or that the total
amount of such funds is less than the aggregate Available Amount of all Letters
of Credit, the Borrower will, forthwith upon demand by the Agent, pay to the
Agent, as additional funds to be deposited and held in the L/C Cash Collateral
Account, an amount equal to the excess of (a) such aggregate Available Amount
over (b) the total amount of funds, if any, then held in the L/C Cash Collateral




                                       38
<PAGE>

Account that the Agent determines to be free and clear of any such right and
claim. Upon the drawing of any Letter of Credit, to the extent funds are on
deposit in the L/C Cash Collateral Account, such funds shall be applied to
reimburse the Issuing Banks to the extent permitted by applicable law.

                                   ARTICLE VII

                                    THE AGENT

                  SECTION 7.01. AUTHORIZATION AND ACTION. Each Lender (in its
capacities as a Lender and Issuing Bank (as applicable)) hereby appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under this Agreement as are delegated to the Agent by
the terms hereof, together with such powers and discretion as are reasonably
incidental thereto. As to any matters not expressly provided for by this
Agreement (including, without limitation, enforcement or collection of the
Notes), the Agent shall not be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required Lenders, and such instructions shall be binding upon all Lenders
and all holders of Notes; PROVIDED, HOWEVER, that the Agent shall not be
required to take any action that exposes the Agent to personal liability or that
is contrary to this Agreement or applicable law. The Agent shall be fully
justified in failing or refusing to take any action under this Agreement and the
other Loan Documents unless it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action except for its own
gross negligence or willful misconduct. The Agent agrees to give to each Lender
prompt notice of each notice given to it by the Borrower pursuant to the terms
of this Agreement, provided that the Agent shall have no liability for the
failure or delay in giving such notices. The Agent may execute any of its duties
under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agent or attorneys-in-fact selected by the Agent
in the absence of gross negligence or willful misconduct.

                  SECTION 7.02. AGENT'S RELIANCE, ETC. Neither the Agent nor any
of its directors, officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection with this
Agreement, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agent: (i) may treat
the Lender that made any Advance as the holder of the Debt resulting therefrom
until the Agent receives and accepts an Assignment and Acceptance entered into
by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided
in Section 8.07; (ii) may consult with legal counsel (including counsel for the
Borrower), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (iii)
makes no warranty or representation to any Lender and shall not be responsible
to any Lender for any statements, warranties or representations (whether written
or oral) made in or in connection with this Agreement; (iv) shall not have any
duty to ascertain or to inquire as to the performance, observance or
satisfaction of any of the terms, covenants or conditions of this Agreement on
the part of the Borrower or the existence at any time of any Default or to
inspect the property (including the books and records) of the Borrower; (v)
shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of, or the
perfection or priority of any lien or security interest created or purported to
be created under or in connection with, this Agreement or any other instrument
or document furnished pursuant hereto; and (vi) shall incur no liability under
or in respect of this Agreement by acting upon any notice, consent, certificate
or other instrument or writing (which may be by telecopier, telegram or telex)
believed by it to be genuine and signed or sent by the proper party or parties.
The Agent shall be entitled to rely, and shall be fully protected in relying in
good faith, upon any note, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
statement order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including without
limitation counsel to the Borrower), independent accountants and other experts
selected by the Agent.

                  SECTION 7.03. WACHOVIA AND AFFILIATES. With respect to its
Commitment, the Advances made by it and the Note issued to it, Wachovia shall
have the same rights and powers under this Agreement as any other




                                       39
<PAGE>

Lender and may exercise the same as though it were not the Agent; and the term
"Lender" or "Lenders" shall, unless otherwise expressly indicated, include
Wachovia in its individual capacity. Wachovia and its Affiliates may accept
deposits from, lend money to, act as trustee under indentures of, accept
investment banking engagements from and generally engage in any kind of business
with, the Borrower, any of its Subsidiaries and any Person who may do business
with or own securities of the Borrower or any such Subsidiary, all as if
Wachovia were not the Agent and without any duty to account therefor to the
Lenders. The Agent shall have no duty to disclose information obtained or
received by it or any of its Affiliates relating to the Borrower or its
Subsidiaries to the extent such information was obtained or received in any
capacity other than as Agent.

                  SECTION 7.04. LENDER CREDIT DECISION. Each Lender acknowledges
that it has, independently and without reliance upon the Agent or any other
Lender and based on the financial statements referred to in Section 4.01 and
such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Agent or
any other 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.

                  SECTION 7.05. INDEMNIFICATION. (a) The Lenders agree to
indemnify the Agent (to the extent not reimbursed by the Borrower), ratably
according to the respective principal amounts of the Revolving Credit Advances
then owed to each of them (or if no Revolving Credit Advances are at the time
outstanding, ratably according to the respective amounts of their Tranche A
Commitments), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever that may be imposed on, incurred by, or
asserted against the Agent in any way relating to or arising out of this
Agreement or any action taken or omitted by the Agent under this Agreement
(collectively, the "INDEMNIFIED COSTS"), PROVIDED that no Lender shall be liable
for any portion of the Indemnified Costs resulting from the Agent's gross
negligence or willful misconduct. Without limitation of the foregoing, each
Lender agrees to reimburse the Agent promptly upon demand for its ratable share
of any out-of-pocket expenses (including reasonable counsel fees) incurred by
the Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, to the extent that the Agent
is not reimbursed for such expenses by the Borrower. In the case of any
investigation, litigation or proceeding giving rise to any Indemnified Costs,
this Section 7.05 applies whether any such investigation, litigation or
proceeding is brought by the Agent, any Lender or a third party.

                  (b) Each Lender severally agrees to indemnify the Issuing
Banks (to the extent not promptly reimbursed by the Borrower) from and against
such Lender's ratable share (determined as provided below) of any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever that may be
imposed on, incurred by, or asserted against any such Issuing Bank in any way
relating to or arising out of this Agreement or any action taken or omitted by
such Issuing Bank hereunder or in connection herewith; PROVIDED, HOWEVER, that
no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from such Issuing Bank's gross negligence or willful
misconduct as found in a final, non-appealable judgment by a court of competent
jurisdiction. Without limitation of the foregoing, each Lender agrees to
reimburse any such Issuing Bank promptly upon demand for its ratable share of
any costs and expenses (including, without limitation, fees and expenses of
counsel) payable by the Borrower under Section 8.04, to the extent that such
Issuing Bank is not promptly reimbursed for such costs and expenses by the
Borrower.

                  (c) For purposes of this Section 7.05, the Lenders' respective
ratable shares of any amount shall be determined, at any time, according to the
sum of (i) the aggregate principal amount of the Advances (other than
Competitive Bid Advances) outstanding at such time and owing to the respective
Lenders, (ii) their respective Pro Rata Shares of the aggregate Available Amount
of all Letters of Credit outstanding at such time and (iii) their respective
Unused Commitments at such time; PROVIDED that the aggregate principal amount of
Tranche A Advances owing to any Issuing Bank as a result of drawings under
Letters of Credit shall be considered to be owed to the Lenders ratably in
accordance with their respective Tranche A Commitments. The failure of any
Lender to reimburse the Agent or any such Issuing Bank, as the case may be,
promptly upon demand for its ratable share of any amount required to be paid by
the Lenders to such Agent or such Issuing Bank, as the case may be, as provided




                                       40
<PAGE>

herein shall not relieve any other Lender of its obligation hereunder to
reimburse such Agent or Issuing Bank, as the case may be, for its ratable share
of such amount, but no Lender shall be responsible for the failure of any other
Lender to reimburse the Agent or any such Issuing Bank, as the case may be, for
such other Lender's ratable share of such amount. Without prejudice to the
survival of any other agreement of any Lender hereunder, the agreement and
obligations of each Lender contained in this Section 7.05 shall survive the
payment in full of principal, interest and all other amounts payable hereunder
and under the Notes.

                  SECTION 7.06. SUCCESSOR AGENT. The Agent may resign at any
time by giving written notice thereof to the Lenders and the Borrower and may be
removed at any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be a commercial bank organized
under the laws of the United States of America or of any State thereof and
having a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement. After any retiring Agent's resignation or removal hereunder as Agent,
the provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.

                  SECTION 7.07. SUB-AGENT. The Sub-Agent has been designated
under this Agreement to carry out duties of the Agent. The Sub-Agent shall be
subject to each of the obligations in this Agreement to be performed by the
Sub-Agent, and each of the Borrower and the Lenders agrees that the Sub-Agent
shall be entitled to exercise each of the rights and shall be entitled to each
of the benefits of the Agent under this Agreement as relate to the performance
of its obligations hereunder.

                  SECTION 7.08. OTHER AGENTS. Each Lender hereby acknowledges
that neither the documentation agent nor any other Lender designated as any
"Agent" on the signature pages hereof has any liability hereunder other than in
its capacity as a Lender.

                                  ARTICLE VIII

                                  MISCELLANEOUS

                  SECTION 8.01. AMENDMENTS, ETC. No amendment or waiver of any
provision of this Agreement or the Revolving Credit Notes, nor consent to any
departure by the Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; PROVIDED, HOWEVER, that no amendment, waiver
or consent shall, unless in writing and signed by the Required Lenders and each
of the Lenders affected thereby, do any of the following: (a) waive any of the
conditions specified in Section 3.01, (b) increase the Commitments of the
Lenders, (c) reduce the principal of, or interest on, the Revolving Credit
Advances or any fees or other amounts payable hereunder, (d) postpone any date
fixed for any payment of principal of, or interest on, the Revolving Credit
Advances or any fees or other amounts payable hereunder, (e) change the
percentage of the Tranche A Commitments, the aggregate Available Amount of
outstanding Letters of Credit or of the aggregate unpaid principal amount of the
Revolving Credit Advances that shall be required for the Lenders or any of them
to take any action hereunder, (f) reduce or limit the obligations of any
Guarantor under Section 1 of the Guaranty or release such Guarantor or otherwise
limit such Guarantor's liability with respect to the obligations owing to the
Agent and the Lenders (other than to the extent permitted under the Guaranty) or
(g) amend this Section 8.01; and PROVIDED FURTHER that no amendment, waiver or
consent shall, unless in writing and signed by the Agent in addition to the
Lenders required above to take such action, affect the rights or duties of the
Agent under this Agreement or any Note; and PROVIDED FURTHER that no amendment,
waiver or consent shall, unless in writing and signed by the Issuing Banks in
addition to the Lenders required above to take such action, affect the rights or
obligation of the Issuing Banks under this Agreement.




                                       41
<PAGE>

                  SECTION 8.02. NOTICES, ETC. All notices and other
communications provided for hereunder shall be in writing (including telecopier,
telegraphic or telex communication) and mailed, telecopied, telegraphed, telexed
or delivered, if to the Borrower, at its address at 22 Old Germantown Road,
Delray Beach, Florida 33445, Attention: Carolyn Clarke; if to any Initial
Lender, at its Domestic Lending Office specified opposite its name on Schedule I
hereto; if to any other Lender, at its Domestic Lending Office specified in the
Assignment and Acceptance pursuant to which it became a Lender; and if to the
Agent, at its address at 201 South College Street, Charlotte, NC 28288,
Attention: Syndication Agency Services; or, as to the Borrower or the Agent, at
such other address as shall be designated by such party in a written notice to
the other parties and, as to each other party, at such other address as shall be
designated by such party in a written notice to the Borrower and the Agent. All
such notices and communications shall, when mailed, telecopied, telegraphed or
telexed, be effective when deposited in the mails, telecopied, delivered to the
telegraph company or confirmed by telex answerback, respectively, except that
notices and communications to the Agent pursuant to Article II, III or VII shall
not be effective until received by the Agent. Delivery by telecopier of an
executed counterpart of any amendment or waiver of any provision of this
Agreement or the Notes or of any Exhibit hereto to be executed and delivered
hereunder shall be effective as delivery of a manually executed counterpart
thereof.

                  SECTION 8.03. NO WAIVER; REMEDIES. No failure on the part of
any Lender or the Agent to exercise, and no delay in exercising, any right
hereunder or under any Note shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

                  SECTION 8.04. COSTS AND EXPENSES. (a) The Borrower agrees to
pay on demand all reasonable out-of-pocket costs and expenses of the Agent in
connection with the preparation, execution, delivery, administration,
modification and amendment of this Agreement, the Notes and the other documents
to be delivered hereunder, including, without limitation, (A) all due diligence,
syndication (including printing, distribution and bank meetings),
transportation, computer, duplication, appraisal, consultant, and audit expenses
and (B) the reasonable fees and expenses of counsel for the Agent with respect
thereto and with respect to advising the Agent as to its rights and
responsibilities under this Agreement. The Borrower further agrees to pay on
demand all costs and expenses of the Agent and the Lenders, if any (including,
without limitation, reasonable counsel fees and expenses), in connection with
the enforcement (whether through negotiations, legal proceedings or otherwise)
of this Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, reasonable fees and expenses of counsel for the
Agent and each Lender in connection with the enforcement of rights under this
Section 8.04(a).

                  (b) The Borrower agrees to indemnify and hold harmless the
Agent and each Lender and each of their Affiliates and their officers,
directors, employees, agents and advisors (each, an "INDEMNIFIED PARTY") from
and against any and all claims, damages, losses, liabilities and expenses
(including, without limitation, reasonable fees and expenses of counsel)
incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or by reason of (including, without
limitation, in connection with any investigation, litigation or proceeding or
preparation of a defense in connection therewith) (i) the Notes, this Agreement,
any of the transactions contemplated herein or the actual or proposed use of the
proceeds of the Advances or (ii) the actual or alleged presence of Hazardous
Materials on any property of the Borrower or any of its Subsidiaries or any
Environmental Action relating in any way to the Borrower or any of its
Subsidiaries, except to the extent such claim, damage, loss, liability or
expense resulted from such Indemnified Party's gross negligence or willful
misconduct. In the case of an investigation, litigation or other proceeding to
which the indemnity in this Section 8.04(b) applies, such indemnity shall be
effective whether or not such investigation, litigation or proceeding is brought
by the Borrower, its directors, equityholders or creditors or an Indemnified
Party or any other Person, whether or not any Indemnified Party is otherwise a
party thereto and whether or not the transactions contemplated hereby are
consummated. The Borrower also agrees not to assert any claim for special,
indirect, consequential or punitive damages against the Agent, any Lender, any
of their Affiliates, or any of their respective directors, officers, employees,
attorneys and agents, on any theory of liability, arising out of or otherwise
relating to the Notes, this Agreement, any of the transactions contemplated
herein or the actual or proposed use of the proceeds of the Advances.

                  (c) If any payment of principal of, or Conversion of, any
Eurocurrency Rate Advance or LIBO Rate Advance is made by the Borrower to or for
the account of a Lender (i) other than on the last day of the



                                       42
<PAGE>

Interest Period for such Advance, as a result of a payment or Conversion
pursuant to Section 2.09, 2.11 or 2.13, acceleration of the maturity of the
Notes pursuant to Section 6.01 or for any other reason, or by an Eligible
Assignee to a Lender other than on the last day of the Interest Period for such
Advance upon an assignment of rights and obligations under this Agreement
pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to
Section 8.07(a) or (ii) as a result of a payment or Conversion pursuant to
Section 2.09, 2.11 or 2.13, the Borrower shall, upon demand by such Lender (with
a copy of such demand to the Agent), pay to the Agent for the account of such
Lender any amounts required to compensate such Lender for any additional losses,
costs or expenses that it may reasonably incur as a result of such payment or
Conversion, including, without limitation, any loss (excluding loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by any Lender to fund or
maintain such Advance. If the amount of the Committed Currency purchased by any
Lender in the case of a Conversion or exchange of Advances in the case of
Section 2.09 or 2.13 exceeds the sum required to satisfy such Lender's liability
in respect of such Advances, such Lender agrees to remit to the Company such
excess.

                  (d) Without prejudice to the survival of any other agreement
of the Borrower hereunder, the agreements and obligations of the Borrower
contained in Sections 2.12, 2.15 and 8.04 shall survive the payment in full of
principal, interest and all other amounts payable hereunder and under the Notes.

                  SECTION 8.05. RIGHT OF SET-OFF. Upon (i) the occurrence and
during the continuance of any Event of Default and (ii) the making of the
request or the granting of the consent specified by Section 6.01 to authorize
the Agent to declare the Notes due and payable pursuant to the provisions of
Section 6.01, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any time owing by such
Lender or such Affiliate to or for the credit or the account of the Borrower
against any and all of the obligations of the Borrower now or hereafter existing
under this Agreement and the Note held by such Lender, whether or not such
Lender shall have made any demand under this Agreement or such Note and although
such obligations may be unmatured. Each Lender agrees promptly to notify the
Borrower after any such set-off and application, PROVIDED that the failure to
give such notice shall not affect the validity of such set-off and application.
The amount of any set-off under this Section 8.05 shall be denominated in
Dollars, and any amounts owing to the applicable Lender in any Committed
Currency shall be in an amount equal to the amount of Dollars that such Lender
shall determine by reference to the spot exchange rate determined by such Lender
to be available (or such other reasonable method of determining a rate of
exchange as the Lender may deem applicable), such determination of such amount
of Dollars to be conclusive and binding in the absence of manifest error. The
rights of each Lender and its Affiliates under this Section are in addition to
other rights and remedies (including, without limitation, other rights of
set-off) that such Lender and its Affiliates may have.

                  SECTION 8.06. BINDING EFFECT. This Agreement shall become
effective (other than Sections 2.01 and 2.03, which shall only become effective
upon satisfaction of the conditions precedent set forth in Section 3.01) when it
shall have been executed by the Borrower and the Agent and when the Agent shall
have been notified by each Initial Lender that such Initial Lender has executed
it and thereafter shall be binding upon and inure to the benefit of the
Borrower, the Agent and each Lender and their respective successors and assigns,
except that the Borrower shall not have the right to assign its rights hereunder
or any interest herein without the prior written consent of the Lenders.

                  SECTION 8.07. ASSIGNMENTS AND PARTICIPATIONS. (a) Each Lender
may and, if demanded by the Borrower (following a demand by such Lender pursuant
to Section 2.12 or 2.15 or an assertion by such Lender under Section 2.13) upon
at least five Business Days' notice to such Lender and the Agent, will assign to
one or more Persons all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Revolving
Credit Commitment, the Revolving Credit Advances owing to it and the Revolving
Credit Note or Notes held by it); PROVIDED, HOWEVER, that (i) each such
assignment shall be of a constant, and not a varying, percentage of all rights
and obligations under and in respect of on or more of the Tranche A Facility,
the Tranche B Facility or the Letter of Credit Facility, (ii) except in the case
of an assignment to a Person that, immediately prior to such assignment, was a
Lender or an assignment of all of a Lender's rights and obligations under this
Agreement, the amount of the Commitment of the assigning Lender being assigned
pursuant to each such assignment (determined as of the date of the Assignment
and Acceptance with respect to such assignment) shall in no event be less than
$5,000,000 or an integral multiple of $1,000,000 in excess thereof unless the
Borrower and the Agent otherwise



                                       43
<PAGE>

agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each
such assignment made as a result of a demand by the Borrower pursuant to this
Section 8.07(a) shall be arranged by the Borrower after consultation with the
Agent and shall be either an assignment of all of the rights and obligations of
the assigning Lender under this Agreement or an assignment of a portion of such
rights and obligations made concurrently with another such assignment or other
such assignments that together cover all of the rights and obligations of the
assigning Lender under this Agreement, (v) no Lender shall be obligated to make
any such assignment as a result of a demand by the Borrower pursuant to this
Section 8.07(a) unless and until such Lender shall have received one or more
payments from either the Borrower or one or more Eligible Assignees in an
aggregate amount at least equal to the aggregate outstanding principal amount of
the Advances owing to such Lender, together with accrued interest thereon to the
date of payment of such principal amount and all other amounts payable to such
Lender under this Agreement, and (vi) the parties to each such assignment shall
execute and deliver to the Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance, together with any Revolving Credit Note
subject to such assignment and a processing and recordation fee of $3,500
payable by the parties to each such assignment, PROVIDED, HOWEVER, that in the
case of each assignment made as a result of a demand by the Borrower, such
recordation fee shall be payable by the Borrower except that no such recordation
fee shall be payable in the case of an assignment made at the request of the
Borrower to an Eligible Assignee that is an existing Lender, and (vii) any
Lender may, without the approval of the Borrower and the Agent, assign all or a
portion of its rights to any of its Affiliates. Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each
Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto
and, to the extent that rights and obligations hereunder have been assigned to
it pursuant to such Assignment and Acceptance, have the rights and obligations
of a Lender hereunder and (y) the Lender assignor thereunder shall, to the
extent that rights and obligations hereunder have been assigned by it pursuant
to such Assignment and Acceptance, relinquish its rights (other than its rights
under Section 2.12, 2.15 and 8.04 to the extent any claim thereunder relates to
an event arising prior such assignment) and be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender's rights and obligations
under this Agreement, such Lender shall cease to be a party hereto).

                  (b) By executing and delivering an Assignment and Acceptance,
the Lender assignor thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of, or the perfection or priority of any lien or security
interest created or purported to be created under or in connection with, this
Agreement or any other instrument or document furnished pursuant hereto; (ii)
such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under this
Agreement or any other instrument or document furnished pursuant hereto; (iii)
such assignee confirms that it has received a copy of this Agreement, together
with copies of the financial statements referred to in Section 4.01 and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and Acceptance; (iv)
such assignee will, independently and without reliance upon the Agent, such
assigning Lender or any other 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; (v) such assignee
confirms that it is an Eligible Assignee; (vi) such assignee appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under this Agreement as are delegated to the Agent by
the terms hereof, together with such powers and discretion as are reasonably
incidental thereto; and (vii) such assignee agrees that it will perform in
accordance with their terms all of the obligations that by the terms of this
Agreement are required to be performed by it as a Lender or as an Issuing Bank,
as the case may be.

                  (c) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an assignee representing that it is an Eligible
Assignee, together with any Revolving Credit Note or Notes subject to such
assignment, the Agent shall, if such Assignment and Acceptance has been
completed and is in substantially the form of Exhibit C hereto, (i) accept such
Assignment and Acceptance, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Borrower.

                  (d) The Agent shall maintain at its address referred to in
Section 8.02 a copy of each Assignment and Acceptance delivered to and accepted
by it and a register for the recordation of the names and



                                       44
<PAGE>

addresses of the Lenders and the Commitments of, and principal amount of the
Advances owing to, each Lender from time to time (the "REGISTER"). The entries
in the Register shall be conclusive and binding for all purposes, absent
manifest error, and the Borrower, the Agent and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

                  (e) Each Lender may sell participations to one or more banks
or other entities (other than the Borrower or any of its Affiliates) in or to
all or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Tranche A Commitment or Tranche B
Commitment, the Advances owing to it and any Note or Notes held by it);
PROVIDED, HOWEVER, that (i) such Lender's obligations under this Agreement
(including, without limitation, its Commitments to the Borrower hereunder) shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) such Lender shall
remain the holder of any such Note for all purposes of this Agreement, (iv) the
Borrower, the Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and (v) no participant under any such
participation shall have any right to approve any amendment or waiver of any
provision of this Agreement or any Note, or any consent to any departure by the
Borrower therefrom, except to the extent that such amendment, waiver or consent
would reduce the principal of, or interest on, the Notes or any fees or other
amounts payable hereunder, in each case to the extent subject to such
participation, or postpone any date fixed for any payment of principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation.

                  (f) Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
8.07, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower furnished to such Lender
by or on behalf of the Borrower; provided that, prior to any such disclosure,
the assignee or participant or proposed assignee or participant shall agree to
preserve the confidentiality of any Confidential Information relating to the
Borrower received by it from such Lender.

                  (g) The Issuing Banks may assign to an Eligible Assignee its
rights and obligations or any portion of the undrawn Letter of Credit Commitment
of such Issuing Bank at any time; PROVIDED, HOWEVER, that (i) the amount of the
Letter of Credit Commitment of the assigning Issuing Bank being assigned
pursuant to each such assignment (determined as of the date of the Assignment
and Acceptance with respect to such assignment) shall in no event be less than
$5,000,000 or an integral multiple of $1,000,000 in excess thereof, and (ii) the
parties to each such assignment shall execute and deliver to the Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with a processing and recordation fee of $3,500.

                  (h) Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the
Advances owing to it and any Note or Notes held by it) in favor of any Federal
Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.

                  SECTION 8.08. CONFIDENTIALITY. Neither the Agent nor any
Lender shall disclose any Confidential Information to any other Person without
the consent of the Borrower, other than (a) to the Agent's or such Lender's
Affiliates and their officers, directors, employees, agents and advisors and, as
contemplated by Section 8.07(f), to actual or prospective assignees and
participants, that are informed of the confidential nature of the Confidential
Information and who agree to be bound by the terms and conditions of this
Section 8.08, (b) as required by any law, rule or regulation or judicial
process, provided that, to the extent permitted by law, a request is made for
confidential treatment of such information, (c) as requested or required by any
state, federal or foreign authority or examiner regulating banks or banking and
(d) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or the enforcement of rights
hereunder.

                  SECTION 8.09. GOVERNING LAW. This Agreement and the Notes
shall be governed by, and construed in accordance with, the laws of the State of
New York.




                                       45
<PAGE>

                  SECTION 8.10. EXECUTION IN COUNTERPARTS. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

                  SECTION 8.11. JUDGMENT. (a) If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due hereunder in Dollars
into another currency, the parties hereto agree, to the fullest extent that they
may effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Agent could purchase Dollars with
such other currency at the Sub-Agent's principal office in London at 11:00 A.M.
(London time) on the Business Day preceding that on which final judgment is
given.

                  (b) If for the purposes of obtaining judgment in any court it
is necessary to convert a sum due hereunder in a Committed Currency into
Dollars, the parties agree to the fullest extent that they may effectively do
so, that the rate of exchange used shall be that at which in accordance with
normal banking procedures the Agent could purchase such Committed Currency with
Dollars at the Sub-Agent's principal office in London at 11:00 A.M. (London
time) on the Business Day preceding that on which final judgment is given.

                  (c) The obligation of the Borrower in respect of any sum due
from it in any currency (the "PRIMARY CURRENCY") to any Lender or the Agent
hereunder shall, notwithstanding any judgment in any other currency, be
discharged only to the extent that on the Business Day following receipt by such
Lender or the Agent (as the case may be), of any sum adjudged to be so due in
such other currency, such Lender or the Agent (as the case may be) may in
accordance with normal banking procedures purchase the applicable Primary
Currency with such other currency; if the amount of the applicable Primary
Currency so purchased is less than such sum due to such Lender or the Agent (as
the case may be) in the applicable Primary Currency, the Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Lender or the Agent (as the case may be) against such loss, and if the amount of
the applicable Primary Currency so purchased exceeds such sum due to any Lender
or the Agent (as the case may be) in the applicable Primary Currency, such
Lender or the Agent (as the case may be) agrees to remit to the Borrower such
excess.

                  SECTION 8.12. JURISDICTION, ETC. (a) Each of the parties
hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the Notes, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the extent permitted by law, in such federal court. The Borrower hereby agrees
that service of process in any such action or proceeding brought in the any such
New York State court or in such federal court may be made upon CT Corporation
System at its offices at 1633 Broadway, New York, New York 10019 (the "PROCESS
AGENT") and the Borrower hereby irrevocably appoints the Process Agent its
authorized agent to accept such service of process, and agrees that the failure
of the Process Agent to give any notice of any such service shall not impair or
affect the validity of such service or of any judgment rendered in any action or
proceeding based thereon. The Borrower hereby further irrevocably consents to
the service of process in any action or proceeding in such courts by the mailing
thereof by any parties hereto by registered or certified mail, postage prepaid,
to the Borrower at its address specified pursuant to Section 8.02. Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that any party may otherwise have to bring any action or
proceeding relating to this Agreement or the Notes in the courts of any
jurisdiction.

                  (b) Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or the Notes
in any New York State or federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.




                                       46
<PAGE>

                  SECTION 8.13. SUBSTITUTION OF CURRENCY. If a change in any
Committed Currency occurs pursuant to any applicable law, rule or regulation of
any governmental, monetary or multi-national authority, this Agreement
(including, without limitation, the definitions of Eurocurrency Rate and LIBO
Rate) will be amended to the extent determined by the Agent (acting reasonably
and in consultation with the Borrower) to be necessary to reflect the change in
currency and to put the Lenders and the Borrower in the same position, so far as
possible, that they would have been in if no change in such Committed Currency
had occurred.

                  SECTION 8.14. NO LIABILITY OF THE ISSUING BANKS. The Borrower
assumes all risks of the acts or omissions of any beneficiary or transferee of
any Letter of Credit with respect to its use of such Letter of Credit. Neither
an Issuing Bank nor any of its officers or directors shall be liable or
responsible for: (a) the use that may be made of any Letter of Credit or any
acts or omissions of any beneficiary or transferee in connection therewith; (b)
the validity, sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by such Issuing Bank
against presentation of documents that do not comply with the terms of a Letter
of Credit, including failure of any documents to bear any reference or adequate
reference to the Letter of Credit; or (d) any other circumstances whatsoever in
making or failing to make payment under any Letter of Credit, except that the
Borrower shall have a claim against such Issuing Bank, and such Issuing Bank
shall be liable to the Borrower, to the extent of any direct, but not
consequential, damages suffered by the Borrower that the Borrower proves were
caused by (i) such Issuing Bank's willful misconduct or gross negligence in
determining whether documents presented under any Letter of Credit comply with
the terms of the Letter of Credit or (ii) such Issuing Bank's willful failure to
make lawful payment under a Letter of Credit after the presentation to it of a
draft and certificates strictly complying with the terms and conditions of the
Letter of Credit. In furtherance and not in limitation of the foregoing, such
Issuing Bank may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or
information to the contrary.



                                       47
<PAGE>

                  SECTION 8.15. WAIVER OF JURY TRIAL. Each of the Borrower, the
Agent, the Sub-Agent and the Lenders hereby irrevocably waives all right to
trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising out of or relating to this Agreement or the
Notes or the actions of the Agent or any Lender in the negotiation,
administration, performance or enforcement thereof.

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

                                       OFFICE DEPOT, INC.


                                       By
                                          --------------------------------------
                                           Title:


                                       WACHOVIA BANK, NATIONAL ASSOCIATION,
                                           as Agent

                                       By
                                          --------------------------------------
                                           Title:


                                 INITIAL LENDERS

LETTER OF CREDIT COMMITMENT

$106,469,000                           WACHOVIA BANK, NATIONAL ASSOCIATION


                                       By
                                          --------------------------------------
                                           Title:


$43,531,000                            SUNTRUST BANK


                                       By
                                          --------------------------------------
                                           Title:

$150,000,000      Total of the Letter of Credit Commitments

TRANCHE A COMMITMENT

$65,000,000                            CITIBANK, N.A.


                                       By
                                          --------------------------------------
                                           Title:






                                       48
<PAGE>

$65,000,000                            WACHOVIA BANK, NATIONAL ASSOCIATION


                                       By
                                          --------------------------------------
                                           Title:


$55,000,000                            BNP PARIBAS


                                       By
                                          --------------------------------------
                                           Title:


                                       By
                                          --------------------------------------
                                           Title:


$55,000,000                            FLEET NATIONAL BANK


                                       By
                                          --------------------------------------
                                           Title:


$50,000,000                            FIFTH THIRD BANK


                                       By
                                          --------------------------------------
                                           Title:


$50,000,000                            ROYAL BANK OF SCOTLAND


                                       By
                                          --------------------------------------
                                           Title:


$50,000,000                            UNION BANK OF CALIFORNIA


                                       By
                                          --------------------------------------
                                           Title:


$50,000,000                            WELLS FARGO BANK, N.A.


                                       By
                                          --------------------------------------
                                           Title:





                                       49
<PAGE>

$40,000,000                            BANK ONE, NA


                                       By
                                          --------------------------------------
                                           Title:


$25,000,000                            BANK OF AMERICA, N.A.


                                       By
                                          --------------------------------------
                                           Title:


$25,000,000                            THE BANK OF NOVA SCOTIA


                                       By
                                          --------------------------------------
                                           Title:


$25,000,000                            NATIONAL CITY BANK


                                       By
                                          --------------------------------------
                                           Title:


$25,000,000                            SUNTRUST BANK


                                       By
                                          --------------------------------------
                                           Title:


$10,000,000                            HIBERNIA BANK


                                       By
                                          --------------------------------------
                                           Title:


$10,000,000                            SUMITOMO BANK


                                       By
                                          --------------------------------------
                                           Title:


$600,000,000      Total of the Tranche A Commitments




                                       50
<PAGE>

TRANCHE B COMMITMENT

$20,000,000                             CITIBANK, N.A.


                                       By
                                          --------------------------------------
                                           Title:


$20,000,000                             WACHOVIA BANK, NATIONAL ASSOCIATION


                                       By
                                          --------------------------------------
                                           Title:


$50,000,000                             UNION BANK OF CALIFORNIA


                                       By
                                          --------------------------------------
                                           Title:


$10,000,000                             SUMITOMO BANK


                                       By
                                          --------------------------------------
                                           Title:


$100,000,000      Total of the Tranche B Commitmen






                                       51