<PAGE>
                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY


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

                       364-DAY REVOLVING CREDIT AGREEMENT
                           Dated as of March 26, 2002

                                      among

                            THE TJX COMPANIES, INC.,

                                as the Borrower,

                    THE FINANCIAL INSTITUTIONS NAMED HEREIN,

                                 as the Lenders,

                                  BANK ONE, NA,

                            as Administrative Agent,

                              FLEET NATIONAL BANK,

                                       and

                              THE BANK OF NEW YORK,

                             as Syndication Agents,

                                       and

                  BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK

                             as Documentation Agents


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

                             FLEET SECURITIES, INC.
                                       and

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

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


<PAGE>
                                TABLE OF CONTENTS


SECTION                                                                     Page
-------                                                                     ----

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

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

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

     2.1   The Syndicated Loans; Extension of Revolving Loan
             Termination Date; Conversion to Term Loan....................... 18
     2.2   Repayment of the Syndicated Loans................................. 19
     2.3   Ratable Loans; Types of Syndicated Advances....................... 19
     2.4   Minimum Amount of Each Syndicated Advance......................... 19
     2.5   Optional Prepayments of Syndicated Loans.......................... 19
     2.6   Method of Selecting Types and Interest Periods for New
             Syndicated Advances............................................. 20
     2.7   Conversion and Continuation of Outstanding Syndicated Advances.... 20
     2.8   Payment of Interest on Syndicated Advances; Changes in
             Interest Rate................................................... 21
     2.9   [Reserved]........................................................ 22
     2.10  The Bid Rate Advances............................................. 22
     2.11  Facility Fee; Utilization Fee; Adjustments in Aggregate
             Commitment...................................................... 25
     2.12  Rates Applicable After Default.................................... 26
     2.13  Method of Payment................................................. 27
     2.14  Evidence of Debt (Optional Notes); Telephonic Notices............. 27
     2.15  Notification of Advances, Interest Rates, Prepayments and
             Commitment Reductions........................................... 28
     2.16  Lending Installations............................................. 28
     2.17  Non-Receipt of Funds by the Administrative Agent.................. 28
     2.18  Withholding Tax Exemption......................................... 28
     2.19  Termination....................................................... 29
     2.20  [Reserved]........................................................ 29
     2.21  Pricing........................................................... 29

ARTICLE III  CHANGE IN CIRCUMSTANCES......................................... 30

     3.1   Yield Protection.................................................. 30
     3.2   Changes in Capital Adequacy Regulations........................... 31
     3.3   Availability of Types of Syndicated Advances...................... 31
     3.4   Funding Indemnification........................................... 32
     3.5   Mitigation; Lender Statements; Survival of Indemnity.............. 32

ARTICLE IV  CONDITIONS PRECEDENT............................................. 33

     4.1   Effectiveness; Initial Advance.................................... 33
     4.2   Each Advance...................................................... 34

ARTICLE V  REPRESENTATIONS AND WARRANTIES.................................... 35


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     5.1   Existence and Standing............................................ 35
     5.2   Authorization and Validity........................................ 35
     5.3   No Conflict; Government Consent................................... 36
     5.4   Financial Statements.............................................. 36
     5.5   Material Adverse Change........................................... 36
     5.6   Taxes............................................................. 36
     5.7   Litigation and Contingent Obligations............................. 37
     5.8   Subsidiaries...................................................... 37
     5.9   ERISA............................................................. 37
     5.10  Accuracy of Information........................................... 37
     5.11  Regulations T, U and X............................................ 37
     5.12  Material Agreements............................................... 38
     5.13  Compliance With Laws.............................................. 38
     5.14  Ownership of Property............................................. 38
     5.15  Labor Matters..................................................... 38
     5.16  Investment Company Act............................................ 38
     5.17  Public Utility Holding Company Act................................ 38
     5.18  Insurance......................................................... 39

ARTICLE VI  COVENANTS........................................................ 39

     6.1   Financial Reporting............................................... 39
     6.2   Use of Proceeds................................................... 40
     6.3   Other Notices..................................................... 41
     6.4   Conduct of Business............................................... 41
     6.5   Taxes............................................................. 41
     6.6   Insurance......................................................... 41
     6.7   Compliance with Laws.............................................. 41
     6.8   Maintenance of Properties......................................... 42
     6.9   Inspection........................................................ 42
     6.10  Merger............................................................ 42
     6.11  Sale of Assets.................................................... 42
     6.12  Affiliates........................................................ 43
     6.13  Investments....................................................... 44
     6.14  Contingent Obligations............................................ 44
     6.15  Liens............................................................. 45
     6.16  Maximum Leverage Ratio............................................ 46
     6.17  Minimum Fixed Charge Coverage..................................... 46
     6.18  Acquisitions...................................................... 47
     6.19  Rate Hedging Obligations.......................................... 47
     6.20  Material Subsidiaries............................................. 47
     6.21  Subsidiary Indebtedness........................................... 47
     6.22  Subordination of Intercompany Indebtedness........................ 48

ARTICLE VII  DEFAULTS........................................................ 48

     7.1   Breach of Representation or Warranty.............................. 48


                                       ii

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<TABLE>
<S>                                                                                                             <C>
     7.2   Payment Default.......................................................................................48
     7.3   Breach of Certain Covenants...........................................................................48
     7.4   Breach of Other Provisions............................................................................48
     7.5   Default on Material Indebtedness......................................................................48
     7.6   Voluntary Insolvency Proceedings......................................................................49
     7.7   Involuntary Insolvency Proceedings....................................................................49
     7.8   Condemnation..........................................................................................49
     7.9   Judgments.............................................................................................49
     7.10  ERISA Matters.........................................................................................50
     7.11  Environmental Matters.................................................................................50
     7.12  Change of Control.....................................................................................50
     7.13  Change of Subsidiary Ownership; Facility Guaranty or Loan Document Defaults...........................50
     7.14  Off-Balance Sheet Liabilities.........................................................................50

ARTICLE VIII  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.....................................................51

     8.1   Acceleration..........................................................................................51
     8.2   Amendments............................................................................................51
     8.3   Preservation of Rights................................................................................52

ARTICLE IX  GENERAL PROVISIONS...................................................................................52

     9.1   Survival of Representations...........................................................................52
     9.2   Governmental Regulation...............................................................................52
     9.3   Taxes; Stamp Duties...................................................................................52
     9.4   Headings..............................................................................................53
     9.5   Entire Agreement......................................................................................53
     9.6   Several Obligations; Benefits of this Agreement.......................................................53
     9.7   Expenses; Indemnification.............................................................................53
     9.8   Numbers of Documents..................................................................................55
     9.9   Accounting............................................................................................55
     9.10  Severability of Provisions............................................................................55
     9.11  Nonliability of Lenders...............................................................................55
     9.12  GOVERNING LAW.........................................................................................55
     9.13  CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL...............................................56
     9.14  Confidentiality.......................................................................................58
     9.15  Facility Guaranty Releases............................................................................58

ARTICLE X  THE ADMINISTRATIVE AGENT..............................................................................58

     10.1   Appointment; Nature of Relationship..................................................................58
     10.2   Powers...............................................................................................59
     10.3   General Immunity.....................................................................................59
     10.4   No Responsibility for Loans, Creditworthiness, Collateral, Recitals, Etc.............................59
     10.5   Action on Instructions of Lenders....................................................................59
     10.6   Employment of Agents and Counsel.....................................................................60
</TABLE>


                                      iii


<PAGE>

<TABLE>
<S>                                                                                                             <C>
     10.7   Reliance on Documents; Counsel.......................................................................60
     10.8   The Administrative Agent's Reimbursement and Indemnification.........................................60
     10.9   Rights as a Lender...................................................................................60
     10.10  Lender Credit Decision...............................................................................61
     10.11  Successor Administrative Agent.......................................................................61
     10.12  No Duties Imposed on Syndication Agents, Documentation Agents or Arrangers...........................61
     10.13  Administrative Agent's Fee...........................................................................62

ARTICLE XI  SETOFF; RATABLE PAYMENTS.............................................................................62

     11.1   Setoff...............................................................................................62
     11.2   Ratable Payments.....................................................................................62
     11.3   Application of Payments..............................................................................62

ARTICLE XII  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS...................................................63

     12.1   Successors and Assigns...............................................................................63
     12.2   Participations.......................................................................................63
     12.3   Assignments..........................................................................................64
     12.4   Designated Lenders...................................................................................65
     12.5   Dissemination of Information.........................................................................66
     12.6   Tax Treatment........................................................................................66

ARTICLE XIII  NOTICES............................................................................................66

     13.1   Giving Notice........................................................................................66
     13.2   Change of Address....................................................................................67

ARTICLE XIV  COUNTERPARTS........................................................................................67

</TABLE>

                                       iv
<PAGE>

SCHEDULES
---------

Schedule 1        Commitments
Schedule 5.3      Governmental Authorizations
Schedule 5.6      Tax Liens
Schedule 5.7      Litigation
Schedule 5.8      Subsidiaries
Schedule 5.13     Environmental, Health or Safety Requirements of Law
Schedule 5.14     Liens and Encumbrances
Schedule 6.11     Asset Sales
Schedule 6.13     Investments
Schedule 6.14     Contingent Obligations
Schedule 6.21     Subsidiary Indebtedness
Schedule 6.22     Subordination Terms

EXHIBITS
--------

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



                                       v
<PAGE>
     THIS 364-DAY REVOLVING CREDIT AGREEMENT, dated as of March 26, 2002, is
among THE TJX COMPANIES, INC., as the Borrower, THE FINANCIAL INSTITUTIONS NAMED
HEREIN, as the Lenders, BANK ONE, NA, having its principal place of business in
Chicago, Illinois, as the Administrative Agent, FLEET NATIONAL BANK and THE BANK
OF NEW YORK, as Syndication Agents, and Bank of America, N.A. and JPMorgan Chase
Bank, as Documentation Agents. The parties hereto agree as follows:

                                   ARTICLE I
                                   DEFINITIONS

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

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

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

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

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

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

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

     "AGGREGATE COMMITMENT" means the aggregate of the Commitments of all the
Lenders, as adjusted from time to time pursuant to the terms hereof. The initial
Aggregate Commitment hereunder is Three Hundred Million Dollars ($300,000,000).


                                       1
<PAGE>
     "AGREEMENT" means this 364-Day Revolving Credit Agreement, as it may from
time to time be amended, restated, supplemented or otherwise modified.

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

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

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

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

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

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

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

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

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

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

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

                                       2
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Business Day selected by the Borrower pursuant to this Agreement and (ii) with
respect to a Bid Rate Advance priced at an absolute rate per annum, a period of
from one to 180 days commencing on a Business Day selected by the Borrower
pursuant to this Agreement.

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

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

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

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

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

     "BORROWING DATE" means a date on which an Advance is made hereunder.

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

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

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

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

     "CHANGE" has the meaning specified in SECTION 3.2.

     "CHANGE IN CONTROL" means:

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

                                       3
<PAGE>
Exchange Commission under the Securities Exchange Act of 1934, as amended),
directly or indirectly, of 50% or more of the outstanding shares of voting stock
of the Borrower; or

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

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

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

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

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

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

     "COMBINED COMMITMENT" means the sum of (a) the Aggregate Commitment (as
defined in the 5-Year Credit Agreement) and (b) (i) prior to the Conversion
Date, the Aggregate Commitment hereunder and (ii) from and after the Conversion
Date, the aggregate principal amount of all Loans hereunder.

     "COMBINED UTILIZED AMOUNT" means (1) the sum of all Loans (whether
Syndicated Loans or Bid Rate Loans), and (2) the aggregate principal amount of
all "Loans" (whether "Syndicated Loans", "Bid Rate Loans" or "Swing Line Loans")
and "L/C Obligations" under and as defined in the 5-Year Credit Agreement.

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

     "COMMITMENT TERMINATION DATE" means the earlier of (a) the Revolving Loan
Termination Date, and (b) the date of termination in whole of the Aggregate
Commitment pursuant to SECTION 2.12 hereof or the Revolving Loan Commitments
pursuant to ARTICLE VIII hereof (other than pursuant to SECTION 2.1.3).

     "CONDEMNATION" has the meaning specified in SECTION 7.8.

     "CONSENT DATE" is defined in SECTION 2.1.2.


                                       4

<PAGE>
     "CONSOLIDATED FIXED CHARGES" for any period means, on a consolidated basis
for the Borrower and all of its Subsidiaries for such period, the sum of (a)
Consolidated Interest Expense (net of consolidated interest income) and (b) all
payments of Consolidated Rentals by the Borrower or any of its Subsidiaries, all
as determined in accordance with Agreement Accounting Principles.

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

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

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

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

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

     "CONTINGENT OBLIGATION" of a Person means any agreement, written
undertaking or contractual arrangement by which such Person assumes, guarantees,
endorses, contingently


                                       5
<PAGE>
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the financial or monetary obligation or financial
or monetary liability of any other Person (excluding customary indemnification
obligations arising from a purchase and sale agreement negotiated at arm's
length and typical for transactions of a similar nature), or agrees in writing
to maintain the net worth or working capital or other financial condition of any
other Person, or otherwise assures any creditor of such other Person in writing
against loss, including, without limitation, any operating agreement,
take-or-pay contract or application for or reimbursement agreement with respect
to a letter of credit. "CONTROLLED GROUP" means all members of a controlled
group of corporations and all trades or businesses (whether or not incorporated)
under common control which, together with the Borrower or any of its
Subsidiaries, are treated as a single employer under Section 414 of the Code.

     "CONVERSION DATE" is defined in SECTION 2.1.3.

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

     "CONVERTED LOAN TERMINATION DATE" means the date that is one year after the
Conversion Date (or, if such date is not a Business Day, on the immediately
preceding Business Day).

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

     "DEFAULT" means an event described in ARTICLE VII.

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

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

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

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

     "EBITDAR" for any period means the sum, without duplication, of (a)
Consolidated Net Income during such period, PLUS (to the extent deducted in
determining Consolidated Net Income) (b) all provisions for any foreign,
federal, state and local taxes paid or accrued by the Borrower or any of its
Subsidiaries during such period, PLUS (to the extent deducted in determining
Consolidated Net Income) (c) Consolidated Interest Expense of the Borrower or
any of its Subsidiaries during such period, MINUS (to the extent included in
determining Consolidated Net Income) (d) extraordinary gains (and any unusual
gains whether



                                       6


<PAGE>
or not arising in the ordinary course of business not included in extraordinary
gains) to the extent not included in income from continuing operations, PLUS (to
the extent deducted in determining Consolidated Net Income) (e) consolidated
depreciation, PLUS (to the extent deducted in determining Consolidated Net
Income) (f) consolidated amortization expense, including without limitation,
amortization of goodwill and other intangible assets and other non-cash charges
but excluding reserves, PLUS (to the extent deducted in determining Consolidated
Net Income) (g) Consolidated Rentals, PLUS (to the extent deducted in
determining Consolidated Net Income) (h) extraordinary losses; all of such items
as determined in accordance with Agreement Accounting Principles.

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

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

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

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

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

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

     "EURODOLLAR BASE RATE" means, with respect to a Eurodollar Advance for the
relevant Eurodollar Interest Period, or with respect to a Bid Rate Advance
priced based on the Eurodollar Base Rate for the applicable Bid Rate Interest
Period, the applicable British Bankers' Association Interest Settlement Rate for
deposits in Dollars appearing on Reuters Screen FRBD as of 11:00 a.m. (London
time) two Business Days prior to the first day of such Eurodollar Interest
Period or Bid Rate Interest Period, and having a maturity equal to such
Eurodollar Interest Period or Bid Rate Interest Period, PROVIDED that, (i) if
Reuters Screen FRBD is not available to the Administrative Agent for any reason,
the applicable Eurodollar Base Rate for the



                                       7

<PAGE>
relevant Eurodollar Interest Period or Bid Rate Interest Period, as applicable,
shall instead be the applicable British Bankers' Association Interest Settlement
Rate for deposits in Dollars as reported by any other generally recognized
financial information service as of 11:00 a.m. (London time) two Business Days
prior to the first day of such Eurodollar Interest Period or Bid Rate Interest
Period, and having a maturity equal to such Eurodollar Interest Period or Bid
Rate Interest Period, and (ii) if no such British Bankers' Association Interest
Settlement Rate is available to the Administrative Agent, the applicable
Eurodollar Base Rate for the relevant Eurodollar Interest Period or Bid Rate
Interest Period, as applicable, shall instead be the rate determined by the
Administrative Agent to be the rate at which Bank One or one of its affiliate
banks offers to place deposits in Dollars with first-class banks in the London
interbank market at approximately 11:00 a.m. (London time) two Business Days
prior to the first day of such Eurodollar Interest Period or Bid Rate Interest
Period, in the approximate amount of Bank One's relevant Eurodollar Advance or
Bid Rate Advance, as applicable, and having a maturity equal to such Eurodollar
Interest Period or Bid Rate Interest Period, as applicable.

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

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

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

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


                                        8
<PAGE>
     "FACILITY GUARANTY" means a guaranty, substantially in the form of EXHIBIT
I hereto, duly executed and delivered by one or more Material Subsidiaries of
the Borrower to and in favor of the Administrative Agent for the benefit of
itself and the Lenders, as the same may from time to time be amended, restated,
supplemented or otherwise modified.

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

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

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

     "5-YEAR CREDIT AGREEMENT" means that certain 5-Year Credit Agreement dated
as of March 26, 2002 among the Borrower, the financial institutions named
therein, Bank One, as the administrative agent thereunder, Fleet and BNY, as the
syndication agents thereunder, and Bank of America, N.A. and JPMorgan Chase
Bank, as the documentation agents thereunder, as the same may be further
amended, restated, supplemented or otherwise modified and as in effect from time
to time.

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

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

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

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

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

     "FUNDED DEBT" of any Person means, without duplication, all obligations of
such Person for money borrowed which in accordance with Agreement Accounting
Principles shall be classified upon a balance sheet of such Person as
liabilities of such Person, and in any event shall include (a) all Capitalized
Lease Obligations of such Person and (b) all Contingent Obligations of such
Person with respect to money borrowed, but shall exclude (i) notes, bills and
checks


                                       9

<PAGE>

presented in the ordinary course of business by such Person to banks for
collection or deposit, (ii) with reference to the Borrower and its Subsidiaries,
all obligations of the Borrower and its Subsidiaries of the character referred
to in this definition to the extent owing to the Borrower or any Subsidiary,
(iii) bankers acceptances which, in accordance with Agreement Accounting
Principles, are classified as accounts payable and (iv) Contingent Obligations
set forth on SCHEDULE 6.14. Without in any way limiting the foregoing, Funded
Debt of the Borrower shall include all Loans outstanding under this Agreement
and all "Loans" outstanding under and as defined in the 5-Year Agreement.

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

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

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

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

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

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


                                       10

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

     "INTEREST PERIOD" means a Eurodollar Interest Period.

     "INVESTMENT" of a Person means any loan, advance (other than commission,
travel and other loans, credits and advances to officers and employees made in
the ordinary course of business), extension of credit (other than accounts
receivable arising in the ordinary course of business on terms customary in the
trade), deposit account or contribution of capital by such Person to any other
Person or any investment in, or purchase or other acquisition of, the stock,
partnership interests, ownership interests in any limited liability company,
notes, debentures or other securities of any other Person made by such Person
(other than anticipatory prepayments to vendors in the ordinary course of
business consistent with past practice).

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

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

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

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

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

     "LIEN" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement).

     "LOAN" means a Syndicated Loan (including as converted pursuant to SECTION
2.1.3) or a Bid Rate Loan.

                                       11
<PAGE>
     "LOAN DOCUMENTS" means this Agreement, any Notes, the Facility Guaranties
and all other documents, instruments and agreements executed in connection
therewith or contemplated thereby, as the same may be amended, restated,
supplemented or otherwise modified and in effect from time to time.

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

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

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

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

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

     "NOTE" means a Syndicated Note or a Bid Rate Note.

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

     "NOTICE TO CONVERT" has the meaning specified in SECTION 2.1.3.

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

     "OFF-BALANCE SHEET LIABILITY" of a Person means (i) any repurchase
obligation or liability of such Person or any of its Subsidiaries with respect
to accounts or notes receivable

                                       12

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

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

     "PARTICIPANT" has the meaning specified in SECTION 12.2.1.

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

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

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

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

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

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

     "PRIME RATE" means the per annum rate announced by the Administrative Agent
(or its parent) from time to time as its "prime rate" (it being acknowledged
that such announced rate may not necessarily be the lowest rate charged by the
Administrative Agent to any of its


                                       13

<PAGE>
customers), which prime rate shall change simultaneously with any change in such
announced rate.

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

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

     "PURCHASERS" has the meaning specified in SECTION 12.3.1.

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

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

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

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

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

     "REPORTABLE EVENT" means a reportable event as defined in Section 4043 of
ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days of
the occurrence of such event; PROVIDED, HOWEVER, that


                                       14
<PAGE>
a failure to meet the minimum funding standard of Section 412 of the Code and of
Section 302 of ERISA shall be a Reportable Event regardless of the issuance of
any such waiver of the notice requirement in accordance with either Section
4043(a) of ERISA or Section 412(d) of the Code.

     "REQUIRED LENDERS" means Lenders having, in the aggregate, at least 51% of
the Aggregate Commitment; PROVIDED, HOWEVER, that in the event any of the
Lenders shall have failed to fund a portion of any Syndicated Advance requested
by the Borrower which such Lenders are obligated to fund under the terms of this
Agreement and any such failure has not been cured, then for so long as such
failure continues, "REQUIRED LENDERS" means Lenders (excluding all such
defaulting Lenders) having, in the aggregate, at least 51% of the aggregate
Commitments of such non-defaulting Lenders; PROVIDED, FURTHER, HOWEVER, that, if
the Aggregate Commitment has been terminated pursuant to the terms of this
Agreement (including as a result of conversion of the Loans to term loans
pursuant to SECTION 2.1.3), "REQUIRED LENDERS" means Lenders (without regard to
such Lenders' performance of their respective obligations hereunder) whose
aggregate outstanding principal balance of all Syndicated Loans is equal to or
greater than 51%; PROVIDED, FURTHER, HOWEVER, if the Aggregate Commitment has
been terminated at a time when only Bid Rate Loans are outstanding, "Required
Lenders" means Lenders whose aggregate outstanding principal balance of all Bid
Rate Loans is equal to or greater than 51%.

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

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

     "REVOLVING LOAN TERMINATION DATE" means March 24, 2003, or any subsequent
date to which the Revolving Loan Termination Date has been extended pursuant to
the terms of SECTION 2.1.2.

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

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

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


                                       15
<PAGE>
     "SECTION" means a numbered section of this Agreement, unless another
document is specifically referenced.

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

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

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

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

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

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

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

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

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


                                       16

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

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

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

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

     "TERMINATION DATE" means the Commitment Termination Date, or if the
Borrower shall have converted the Advances hereunder to a term loan pursuant to
SECTION 2.1.3, the Converted Loan Termination Date.

     "TRANSFEREE" has the meaning specified in SECTION 12.5.

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

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

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

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

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


                                       17
<PAGE>

                                   ARTICLE II
                                   THE CREDITS

     2.1  THE SYNDICATED LOANS; EXTENSION OF REVOLVING LOAN TERMINATION DATE;
CONVERSION TO TERM LOAN.

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

     2.1.2 EXTENSION OF REVOLVING LOAN TERMINATION DATE. The Commitments shall
expire on the earlier of the Conversion Date and the Commitment Termination
Date. Within the period beginning 59 days and ending 30 days before the then
effective Revolving Loan Termination Date, the Borrower may request in writing
to the Administrative Agent and the Syndication Agents that the Revolving Loan
Termination Date be extended for an additional period of 364 days, including the
then effective Revolving Loan Termination Date as one of the days in the
calculation of days elapsed, which request shall expressly state the new
Revolving Loan Termination Date and shall constitute a representation and
warranty by the Borrower that the conditions contained in SECTION 4.2 have been
satisfied as of the date of such request and as of the then effective Revolving
Loan Termination Date. Within 20 days after such request (such 20th day being
the "CONSENT DATE"), each Lender may, in its sole discretion, agree to such
extension to a new Revolving Loan Termination Date not more than 364 days
following such Consent Date by giving written notice of such agreement to the
Borrower, the Administrative Agent and the Syndication Agents (and the failure
to provide such notice shall be deemed to be a decision not to extend). The
Commitment of each Lender that declines to extend the then effective Revolving
Loan Termination Date may, at the option of the Borrower, be replaced in
accordance with SECTION 12.3 (but only to the extent a replacement Lender is
then available), or the Aggregate Commitment shall be reduced. All Obligations
due to each Lender that declines to extend its Commitment under this SECTION
2.1.2 shall be paid in full to the Administrative Agent for the account of each
such Lender on the then effective Revolving Loan Termination Date (without
giving effect to any such requested extension thereto). The Required Lenders and



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<PAGE>
the Borrower must agree to any extension with respect to the Revolving Loan
Termination Date for any such extension to become effective.

     2.1.3 CONVERSION TO TERM LOAN. From and after the Closing Date up until and
including the Commitment Termination Date, at the Borrower's option upon written
notice (a "NOTICE TO CONVERT") to the Administrative Agent (who shall promptly
notify each of the Lenders), the Borrower may convert the then outstanding
aggregate principal amount of the Syndicated Loans hereunder to a term loan. The
Notice to Convert shall expressly state the date on which such conversion shall
occur (such date being the "CONVERSION DATE") and shall be irrevocable once
given and shall constitute a representation and warranty by the Borrower that
the conditions contained in SECTION 4.2 have been satisfied as of the date of
such Notice to Convert and as of the Conversion Date. Upon delivery of such
Notice to Convert, (i) the Borrower's option to request extensions of the
Revolving Loan Termination Date under SECTION 2.1.2 above and to borrow and
reborrow Syndicated Loans and Bid Rate Loans shall terminate, (ii) the Aggregate
Commitment shall be reduced to zero, and (iii) the outstanding principal balance
of all Syndicated Loans hereunder shall be due and payable on the Converted Loan
Termination Date. All references in this Agreement to Revolving Credit Loans,
Syndicated Loans or Loans or Syndicated Advances shall include such Loans or
Advances as converted hereunder.

     2.2  REPAYMENT OF THE SYNDICATED LOANS. Any outstanding Syndicated Loans
shall be paid in full by the Borrower on the Termination Date; PROVIDED,
HOWEVER, that nothing in this SECTION 2.2 shall be construed as limiting or
modifying the obligation of the Borrower to repay any or all of the outstanding
Syndicated Loans at any earlier time in accordance with the terms of this
Agreement.

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

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

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


                                       19
<PAGE>
than 1:00 p.m. (Chicago time) on, if the Advance to be prepaid is a Eurodollar
Advance, the third Business Day preceding the date of the proposed prepayment,
such notice specifying the Advance to be prepaid and the proposed date of the
prepayment, and, if such notice is given, such Borrower shall, prepay the
outstanding principal amounts of the Eurodollar Loans comprising a Eurodollar
Advance in whole (and not in part), together with accrued interest to the date
of such prepayment on the principal amount prepaid. In the case of a Floating
Rate Advance, each partial prepayment shall be in an aggregate principal amount
not less than $10,000,000 (and an integral multiple of $1,000,000 if in excess
thereof).

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

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

     (b)  the aggregate amount of such Advance,

     (c)  the Type of such Advance, and

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

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

     2.7  CONVERSION AND CONTINUATION OF OUTSTANDING SYNDICATED ADVANCES.
Floating Rate Advances shall continue as Floating Rate Advances unless and until
such Floating Rate Advances are converted into Eurodollar Advances or prepaid
pursuant to SECTION 2.5. Each Eurodollar Advance shall continue as a Eurodollar
Advance until the end of the then applicable Interest Period therefor, at which
time such Eurodollar Advance shall be automatically converted into a Floating
Rate Advance unless the Borrower shall have given the Administrative Agent a
Conversion/Continuation Notice requesting that, at the end of such Interest
Period, such Eurodollar Advance either continue as a Eurodollar Advance for the
same or another Interest Period or be converted into a Syndicated Advance of
another Type. Subject to the terms of SECTION 2.6, the Borrower may elect from
time to time to convert all or any part of a Syndicated Advance of any Type into
any other Type or Types of Syndicated Advances; PROVIDED that any


                                       20

<PAGE>
conversion of any Eurodollar Advance shall be made on, and only on, the last day
of the Interest Period applicable thereto. The Borrower shall give the
Administrative Agent irrevocable notice in the form of EXHIBIT H hereto (a
"CONVERSION/CONTINUATION NOTICE") of each conversion of an Advance or
continuation of a Eurodollar Advance not later than 11:00 a.m. (Chicago time)
(i) in the case of a conversion into a Floating Rate Advance on the date of such
conversion and (ii) in the case of a conversion into or continuation of a
Eurodollar Advance, at least three Business Days before the date of such
conversion or continuation, specifying:

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

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

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

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

     (b)  Each Floating Rate Advance shall bear interest on the outstanding
principal amount thereof, for each day from and including the date such Advance
is made or is converted from a Eurodollar Advance into a Floating Rate Advance
pursuant to SECTION 2.7 to but excluding the date it becomes due or is converted
into a Eurodollar Advance pursuant to SECTION 2.7, at a rate per annum equal to
the Floating Rate for such day. Changes in the rate of interest on each
Syndicated Advance maintained as a Floating Rate Advance will take effect
simultaneously with each change in the Alternate Base Rate. Each Eurodollar
Advance shall bear interest from and including the first day of the Interest
Period applicable thereto to (but not including) the last day of such Interest
Period at the Eurodollar Rate determined as applicable to


                                       21

<PAGE>
such Eurodollar Advance. Prior to the Commitment Termination Date, no Interest
Period may end after the earlier of (a) the Revolving Loan Termination Date and
(b) the Conversion Date; and, if the Borrower has elected to convert the
Advances to a term loan pursuant to SECTION 2.1.3, from and after the Conversion
Date, no Interest Period may end after the Converted Loan Termination Date.

     2.9  [RESERVED].

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

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

          (i)  The Borrower may request a Bid Rate Advance under this SECTION
     2.10(B) by giving the Administrative Agent irrevocable notice, in the form
     attached hereto as EXHIBIT F-2 (a "BID RATE ADVANCE BORROWING NOTICE"),
     specifying the date and aggregate amount of the proposed Bid Rate Advance,
     the applicable Bid Rate Interest Period (which shall be the maturity date
     for repayment of each Bid Rate Loan to be made as part of such Bid Rate
     Advance and which shall not be later than the Revolving Loan Termination
     Date), and any other terms to be applicable to such Bid Rate Advance, not
     later than 11:00 a.m. (Chicago time) (A) one Business Day prior to the date
     of the proposed Bid Rate Advance, if the Borrower shall specify in the Bid
     Rate Advance Borrowing Notice that the rates of interest to be offered by
     the Lenders shall be absolute rates per annum (such type of solicitation
     being an "ABSOLUTE RATE AUCTION"), and (B) five Business Days prior to the
     date of the proposed Bid Rate Advance, if the Borrower shall specify in the
     Bid Rate Advance Borrowing Notice that the rates of interest to be offered
     by the Lenders shall be rates per annum at a margin greater than or less
     than the Eurodollar Base Rate (such type of solicitation being an "INDEXED
     RATE AUCTION"). The Administrative Agent shall, promptly following its
     receipt of a Bid Rate Advance Borrowing Notice under this SECTION 2.10(b),
     notify each Lender of such request by sending such Lender a copy of such
     Bid Rate Advance Borrowing Notice.

          (ii) Each Lender may, if, in its sole discretion, it elects to do so,
     irrevocably offer to make one or more Bid Rate Loans to the Borrower as
     part of such proposed Bid


                                       22
<PAGE>
     Rate Advance at a rate or rates of interest specified by such Lender in its
     sole discretion, by notifying the Administrative Agent (which shall give
     prompt notice thereof to the Borrower), before 10:00 a.m. (Chicago time)
     (or if such Lender is the Administrative Agent, before 9:45 a.m. (Chicago
     time)) (A) on the date of such proposed Bid Rate Advance, in the case of an
     Absolute Rate Auction, and (B) four Business Days before the date of such
     proposed Bid Rate Advance, in the case of an Indexed Rate Auction of the
     minimum amount and maximum amount of each Bid Rate Loan which such Lender
     would be willing to make as part of such proposed Bid Rate Advance (which
     amounts may, subject to the proviso to the first sentence of SECTION
     2.10(a), exceed such Lender's Commitment), the rate or rates of interest
     therefor and such Lender's Lending Installation with respect to such Bid
     Rate Loan.

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

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

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

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

          (v)  If the Borrower accepts one or more of the offers made by any
     Lender or Lenders pursuant to SECTION 2.10(b)(iii)(y) above, the
     Administrative Agent shall in turn promptly notify (A) each Lender that has
     made an offer as described in SECTION 2.10(b)(ii) of the date, of the
     aggregate amount of such Bid Rate Advance and whether or not any offer or
     offers made by such Lender pursuant to SECTION 2.10(b)(ii) have been
     accepted by the Borrower and (B) each Lender that is to make a Bid Rate
     Loan as part of such Bid Rate Advance, of the amount of each Bid Rate Loan
     to be made by such Lender as part of such Bid Rate Advance. Each Lender
     that is to make a Bid Rate Loan as part of such Bid Rate Advance shall, not
     later than the Specified Remittance Time on the date of such Bid Rate
     Advance specified in the notice received from the Administrative Agent
     pursuant to CLAUSE (a) of the preceding sentence, make available for the
     account of its Lending Installation to the Administrative Agent at the
     relevant Payment Office such



                                       23

<PAGE>
     Lender's portion of such Bid Rate Advance, in same day funds. Upon
     fulfillment of the applicable conditions set forth in ARTICLE IV and after
     receipt by the Administrative Agent of such funds, the Administrative Agent
     will make such funds available to the Borrower at the Administrative
     Agent's address specified pursuant to ARTICLE XIII. Promptly after each Bid
     Rate Advance the Administrative Agent will notify each Lender of the amount
     of the Bid Rate Advance, the consequent Bid Rate Reduction and the dates
     upon which such Bid Rate Reduction commenced and will terminate.

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

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

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

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

     (f)  The Borrower shall repay to the Administrative Agent for the account
of each Lender which has made a Bid Rate Loan to it, on the earliest of (i) the
maturity date of such Bid Rate Loan (such maturity date being the last day of
the Bid Rate Interest Period specified by the Borrower for repayment of such Bid
Rate Loan in the related Bid Rate Advance Borrowing Notice), (ii) the Conversion
Date and (iii) the acceleration of the Obligations pursuant to SECTION 8.1, the
then unpaid principal amount of such Bid Rate Loan. The Borrower shall have no
right to prepay any principal amount of any Bid Rate Loan unless, and then only
on the terms, specified by the Borrower for such Bid Rate Loan in the related
Bid Rate Advance Borrowing


                                       24

<PAGE>
Notice and subject to SECTION 3.4. If a Bid Rate Loan has a maturity date which
occurs after the Conversion Date, the prepayment of the Bid Rate Loans on the
Conversion Date shall be subject to SECTION 3.4.

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

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

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

     (b)  UTILIZATION FEE. For each day from and after each of (i) the date
hereof to but not including the Conversion Date on which the Combined Utilized
Amount exceeds fifty percent (50%) of the Combined Commitment, and (ii) the
Conversion Date, the Borrower agrees to pay to the Administrative Agent, for the
ratable account of each Lender, a utilization fee at a rate per annum equal to
the Applicable Utilization Fee Rate in effect from time to time on the sum of
all Loans (including all Syndicated Loans and Bid Rate Loans), payable from the
date hereof until the date on which this Agreement is terminated in full and all
of the Obligations hereunder have been paid in full pursuant to SECTION 2.2.
Such utilization fees shall be payable in arrears on the last Business Day of
each March, June, September and December, on the Conversion Date, on the
Converted Loan Termination Date, on the Termination Date, on the date of the
reduction of all or any part of the Aggregate Commitment pursuant to SECTION
2.11(c) and on the date on which this Agreement is terminated in full and all of
the Obligations hereunder have been paid in full pursuant to SECTION 2.2.
Utilization fees shall be calculated for actual days elapsed on the basis of a
360-day year.


                                       25

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

     (d)  INCREASE OF AGGREGATE COMMITMENT. At any time prior to the Commitment
Termination Date the Borrower may, on the terms set forth below, request that
the Aggregate Commitment hereunder be increased; PROVIDED, that (i) the
Aggregate Commitment hereunder at no time shall exceed $350,000,000, (ii) the
Combined Commitment at no time shall exceed $750,000,000, (iii) each such
request shall be in a minimum amount of at least $10,000,000 and in increments
of $5,000,000 in excess thereof, (iv) an increase in the Aggregate Commitment
hereunder may only be made at a time when no Default or Unmatured Default shall
have occurred and be continuing, (v) each Lender shall be offered a pro rata
share of any requested increase prior to the Borrower, the Administrative Agent
and the Syndication Agents inviting any additional financial institutions to
become a Lender hereunder, and (vi) no Lender's Commitment shall be increased
under this SECTION 2.11(d) without its consent. In the event of such a requested
increase in the Aggregate Commitment, any financial institution which the
Borrower, the Administrative Agent and the Syndication Agents invite to become a
Lender or to increase its Commitment may set the amount of its Commitment at a
level agreed to by the Borrower, the Administrative Agent and the Syndication
Agents. In the event that the Borrower and one or more of the Lenders (or other
financial institutions) shall agree upon such an increase in the Aggregate
Commitment (i) the Borrower, the Administrative Agent and each Lender or other
financial institution increasing its Commitment or extending a new Commitment
shall enter into an amendment to this Agreement setting forth the amounts of the
Commitments, as so increased, providing that the financial institutions
extending new Commitments shall be Lenders for all purposes under this
Agreement, and setting forth such additional provisions as the Administrative
Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish,
if requested, a new Note to each financial institution that is extending a new
Commitment or increasing its Commitment. No such amendment shall require the
approval or consent of any Lender whose Commitment is not being increased. Upon
the execution and delivery of such amendment as provided above, and upon
satisfaction of such other conditions as the Administrative Agent may reasonably
specify upon the request of the financial institutions that are extending new
Commitments (including, without limitation, the Administrative Agent
administering the reallocation of any outstanding Loans ratably among the
Lenders after giving effect to each such increase in the Aggregate Commitment,
and the delivery of certificates, evidence of corporate authority and legal
opinions on behalf of the Borrower), this Agreement shall be deemed to be
amended accordingly.

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


                                       26


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

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

     (a)  EVIDENCE OF DEBT (OPTIONAL NOTES).

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

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

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

          (iv) Any Lender may request that its Loans be evidenced by one or more
     Notes. In such event, the Borrower shall execute and deliver to such Lender
     the applicable Note or Notes payable to the order of such Lender.
     Thereafter, the Loans evidenced by any such Note and interest thereon shall
     at all times (including after any assignment pursuant to SECTION 12.3) be
     represented by one or more Notes payable to the order of the payee named
     therein or any assignee pursuant to SECTION 12.3, except to the extent that
     any such Lender or assignee subsequently returns any such Note for
     cancellation and requests that such Loans once again be evidenced as
     described in CLAUSES (i) and (ii) above.

                                       27

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

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

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

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

     2.18 WITHHOLDING TAX EXEMPTION. At least five Business Days prior to the
first date on which interest or fees are payable hereunder for the account of
any Lender, each Lender that is not incorporated under the laws of the United
States of America, or a state thereof, agrees that it will deliver to each of
the Borrower and the Administrative Agent two duly completed



                                       28

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

     2.19 TERMINATION. All unpaid Obligations shall be paid in full by the
Borrower on the Termination Date; PROVIDED, HOWEVER, that nothing in this
SECTION 2.19 shall be construed as limiting or modifying the obligation of the
Borrower to repay any or all of the outstanding Obligations at any earlier time
in accordance with the terms of this Agreement.

     2.20 [RESERVED].

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

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

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

          (iii) Except as provided below, in the event that the Credit Ratings
     publicly announced by Moody's and S&P with respect to the Borrower's Rated
     Debt appear in



                                       29
<PAGE>
     more than one column of the table, the Eurodollar Applicable Margin, the
     Applicable Facility Fee Rate and the Applicable Utilization Fee Rate will
     be based on the column which includes the highest rating; PROVIDED,
     HOWEVER, that if there exists a differential of two or more levels between
     the Credit Rating publicly announced by Moody's and the Credit Rating
     publicly announced by S & P, then the Credit Rating which is one level
     below the higher announced Credit Rating will determine the Eurodollar
     Applicable Margin, the Applicable Facility Fee Rate and the Applicable
     Utilization Fee Rate.

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


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

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
  CREDIT RATINGS      AT LEAST A     AT LEAST A-     AT LEAST BBB+    AT LEAST BBB    AT LEAST BBB-   NO OTHER
                     FROM S&P OR     FROM S&P OR      FROM S&P OR       FROM S&P       FROM S&P OR    PRICING
                       A2 FROM         A3 FROM         Baa1 FROM      OR Baa2 FROM      Baa3 FROM     LEVEL APPLIES
                       MOODY'S         MOODY'S          MOODY'S         MOODY'S          MOODY'S
--------------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>             <C>               <C>             <C>             <C>
Eurodollar
Applicable Margin        18.5           30.0            40.0              62.5            85.0            100.0
--------------------------------------------------------------------------------------------------------------------
Applicable               6.5             7.5             10.0             12.5            15.0            25.0
Facility Fee
--------------------------------------------------------------------------------------------------------------------
Applicable
Utilization              12.5            12.5            12.5             12.5            20.0            20.0
Fee Rate
--------------------------------------------------------------------------------------------------------------------
</TABLE>

                                  ARTICLE III
                             CHANGE IN CIRCUMSTANCES

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

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

                                       30
<PAGE>
     (b)  imposes or increases or deems applicable any reserve, assessment,
insurance charge, special deposit or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any Lender or any
applicable Lending Installation (other than reserves and assessments taken into
account in determining the interest rate applicable to Eurodollar Advances), or

     (c)  imposes any other condition, in each case, the result of which is to
increase the cost to any Lender or any applicable Lending Installation of
making, funding or maintaining Loans or reduces any amount receivable by any
Lender or any applicable Lending Installation in connection with Loans, or
requires any Lender or any applicable Lending Installation to make any payment
calculated by reference to the amount of Loans held, or interest received by it,
by an amount deemed material by such Lender,

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

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

     3.3  AVAILABILITY OF TYPES OF SYNDICATED ADVANCES. If any Lender reasonably
determines that maintenance of its Eurodollar Loans at a suitable Lending
Installation would violate any applicable law, rule, regulation, or directive,
whether or not having the force of law, or if the Required Lenders reasonably
determine that (a) deposits of a type and maturity


                                       31
<PAGE>
appropriate to match fund Eurodollar Advances are not available or (b) the
interest rate applicable to a Type of Syndicated Advance does not accurately
reflect the cost of making or maintaining such Advance, then the Administrative
Agent shall suspend the availability of the affected Type of Syndicated Advance.

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

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

     (b)  In determining the amounts payable under SECTIONS 3.1, 3.2 or 3.4,
each Lender shall use its reasonable efforts to make its allocations and
computations, to the extent readily determinable, consistent with the
allocations and computations applied generally by such Lender to other customers
of similar size and credit quality and under similar circumstances. Each Lender
shall deliver a written statement of such Lender as to the amount due, if any,
under SECTION 3.1, 3.2 or 3.4. Such written statement shall set forth in
reasonable detail the calculations upon which such Lender determined such amount
and shall be final, conclusive and binding on the Borrower in the absence of
manifest error. Determination of amounts payable under such



                                       32

<PAGE>
Sections in connection with a Eurodollar Loan or Bid Rate Loan made pursuant to
an Indexed Rate Auction shall be calculated as though each Lender funded such
Loan through the purchase of a deposit of the type and maturity corresponding to
the deposit used as a reference in determining the interest rate applicable to
such Loan, whether in fact that is the case or not. Unless otherwise provided
herein, the amount specified in the written statement shall be payable not later
than fifteen (15) days after receipt by the Borrower of the written statement.
The Borrower shall not be liable for any amounts under SECTIONS 3.1, 3.2 or 3.4
accruing more than 120 days prior to the receipt of a demand for payment
therefor. The obligations of the Borrower under SECTIONS 3.1, 3.2 and 3.4 shall
survive payment of the Obligations and termination of this Agreement.

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

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

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

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

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

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

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

     (f)  opinions of (i) Ropes & Gray, counsel to the Borrower and the Material
Subsidiaries initially parties to the Facility Guaranty, (ii) Jay Meltzer,
General Counsel to the Borrower and the Material Subsidiaries initially parties
to the Facility Guaranty, (iii) Nevada


                                       33
<PAGE>
counsel to certain of such Material Subsidiaries, and (iv) Minnesota counsel to
certain of such Material Subsidiaries, substantially in the forms attached as
EXHIBIT B hereto;

     (g)  evidence of delivery of the 5-Year Credit Agreement by each of the
parties thereto;

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

     (i)  evidence of the termination of the Existing Credit Agreements and
repayment of in full of all obligations, indebtedness and liabilities
outstanding thereunder from the proceeds of the initial Loans hereunder and/or
the initial "Loans" under and as defined in the 5-Year Credit Agreement;

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

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

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

     4.2  EACH ADVANCE. No Lender shall be required to make any Loan hereunder
unless on the applicable Borrowing Date:

     (a)  there exists no Default or Unmatured Default;

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

     (c)  after giving effect to such Loan and the other Loans being made as a
part of such Advance, the aggregate outstanding principal amount of all Advances
does not exceed the Aggregate Commitment; and

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

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



                                       34

<PAGE>
                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

     In order to induce the Administrative Agent and the Lenders to enter into
this Agreement and to make the Loans and the other financial accommodations to
the Borrower described herein, the Borrower represents and warrants to the
Administrative Agent and each Lender as follows as of the date of this
Agreement, the date of the initial extension of credit hereunder and thereafter
on each date as required by SECTION 4.2 that:

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

     5.2  AUTHORIZATION AND VALIDITY.

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

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

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


                                       35
<PAGE>

Subsidiaries) have performed and complied with all the terms, provisions,
agreements and conditions set forth in the Loan Documents and required to be
performed or complied with by such parties and no unmatured default, default or
breach of any covenant by any such party exists thereunder.

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

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

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

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


                                       36
<PAGE>
governmental charges have been established in accordance with Agreement
Accounting Principles and, to the knowledge of the executive officers of the
Borrower, are adequate.

     5.7  LITIGATION AND CONTINGENT OBLIGATIONS. Except as set forth on SCHEDULE
5.7 hereto, there is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the knowledge of any of their executive
officers, threatened against or affecting the Borrower or any of its
Subsidiaries which could reasonably be expected to result in a Material Adverse
Effect. Other than any liability incident to such litigation, arbitration or
proceedings, the Borrower and its Subsidiaries have no material contingent
obligations not provided for or disclosed in the financial statements referred
to in SECTION 5.4.

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

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

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

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


                                       37

<PAGE>
     5.12 MATERIAL AGREEMENTS. Neither the Borrower nor any Subsidiary is in
default in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in (i) any agreement to which it is a party,
which default could reasonably be expected to have a Material Adverse Effect or
(ii) any agreement or instrument evidencing or governing Material Indebtedness.

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

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

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

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

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

                                       38


<PAGE>
     5.18 INSURANCE. The insurance policies and programs in effect with respect
to the Property, liabilities and business of the Borrower and its Subsidiaries
are maintained with financially sound and reputable insurance companies and
reflect coverage that is consistent with sound business practice.

                                   ARTICLE VI
                                    COVENANTS

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

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

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

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

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

                                       39

<PAGE>
Unmatured Default exists, stating the nature and status thereof and the
Borrower's plans with respect thereto; provided, that each such compliance
certificate delivered with the financial statements required under SECTION
6.1(a) shall also show the calculations necessary to determine compliance with
SECTION 6.20 as of the last day of the fiscal period covered by such financial
statements.

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

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

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

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

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

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

     6.2  USE OF PROCEEDS. The Borrower will, and will cause each of its
Subsidiaries to, use the proceeds of the Advances to repay outstanding loans and
advances made under the


                                       40

<PAGE>
Existing Credit Agreements, to repay Advances hereunder and "Advances",
"Reimbursement Obligations" and the "Swing Line Loans" under (and as such terms
are defined in) the 5-Year Credit Agreement or for general corporate or working
capital purposes (including, without limitation, capital expenditures, purchases
by the Borrower of its capital stock, Acquisitions permitted under SECTION 6.18
and support of commercial paper). The Borrower will not, nor will it permit any
Subsidiary, to use proceeds of the Advances other than as contemplated in this
SECTION 6.2.

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

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

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

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

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


                                       41

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

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

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

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

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

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



                                       42
<PAGE>
     (c)  Occasional sales, leases or other dispositions of immaterial assets
for cash consideration and for not less than fair market value;

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

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

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

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

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

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

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


                                       43
<PAGE>
     6.13 INVESTMENTS. The Borrower will not, nor will it permit any of its
Subsidiaries to, make or suffer to exist any Investments, or commitments
therefor, except:

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

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

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


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

     (e)  Investments consisting of cash and cash equivalents;

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

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

     (h)  Loans, capital contributions and other Investments made by any
Subsidiary in the Borrower; PROVIDED, HOWEVER, not withstanding anything in this
SECTION 6.13 or SECTION 6.18 to the contrary, the aggregate amount of
Investments made in connection with Acquisitions made pursuant to CLAUSE (b) of
SECTION 6.18 and pursuant to CLAUSE (f) above shall not exceed 10% of
Consolidated Net Worth.

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

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

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

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

     (d)  Reimbursement obligations in connection with letters of credit issued
under the 5-Year Credit Agreement and other letters of credit (PROVIDED the
issuance thereof is not violative of any other provision of this ARTICLE VI);

                                       44

<PAGE>
     (e)  Contingent Obligations consisting of the Borrower's guaranty of
reimbursement obligations of any Subsidiary in connection with letters of credit
permitted under CLAUSE (d) above;

     (f)  Contingent Obligations of any Subsidiary to the extent such Contingent
Obligations constitute Indebtedness permitted under this ARTICLE VI;

     (g)  Guaranties of the Obligations hereunder and of the "Obligations" under
and as defined in the 5-Year Credit Agreement;

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

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

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

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

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

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

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

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

          (vi) Liens created or incurred after the date hereof, given to secure
     the Indebtedness incurred or assumed in connection with the acquisition or
     construction of property or assets useful and intended to be used in
     carrying on the business of the


                                       45

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

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

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

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

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

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

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

     6.17 MINIMUM FIXED CHARGE COVERAGE. The Borrower will, at all times in
which (a) the Rated Debt of the Borrower is rated less than BBB- by S&P or is
rated less than Baa3 by


                                       46
<PAGE>

Moody's or (b) the Borrower's Leverage Ratio is greater than 0.60 to 1.00,
maintain a Fixed Charge Coverage Ratio for the most recently ended period of
four consecutive fiscal quarters of at least 1.50 to 1.00.

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

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

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

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

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

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

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

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

                                  ARTICLE VII
                                    DEFAULTS

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

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

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

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

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

     7.5  DEFAULT ON MATERIAL INDEBTEDNESS. Failure of the Borrower or any of
its Subsidiaries to make a payment on any Indebtedness under the 5-Year Credit
Agreement or any Material Indebtedness when due (after giving effect to any
applicable grace period); or the default by the Borrower or any of its
Subsidiaries in the performance of any term, provision or condition contained in
the 5-Year Credit Agreement or any agreement or agreements under which any
Material Indebtedness was created or is governed (and any applicable grace
period(s) shall have expired), or any other event shall occur or condition
exist, the effect of which is to cause, or to permit the holder or holders of
such Indebtedness under the 5-Year Credit


                                       48
<PAGE>
Agreement or such Material Indebtedness to cause, such Indebtedness or Material
Indebtedness to become due prior to its stated maturity; or any of the
Indebtedness under the 5-Year Credit Agreement or any Material Indebtedness of
the Borrower or any of its Subsidiaries shall be declared to be due and payable
or required to be prepaid (other than by a regularly scheduled payment) prior to
the stated maturity thereof; or the Borrower or any of its Subsidiaries shall
not pay, or shall admit in writing its inability to pay, its debts generally as
they become due.

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

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

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

     7.9  JUDGMENTS. The Borrower or any of its Subsidiaries shall fail within
30 days to pay, bond or otherwise discharge any one or more judgments or orders
for the payment of money in excess of $20,000,000 in the aggregate (determined
after giving effect to claims which the Borrower has demonstrated to the
reasonable satisfaction of the Administrative Agent are covered by applicable
third-party insurance policies (other than retro-premium insurance or other


                                       49

<PAGE>
policies with similar self-insurance attributes) of the Borrower or any of its
Subsidiaries unless the insurers of such claims have disclaimed coverage or
reserved the right to disclaim coverage), which judgments are not stayed on
appeal with adequate reserves set aside on its books in accordance with
Agreement Accounting Principles of the Borrower or any of its Subsidiaries.

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

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

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

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

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


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<PAGE>
                                  ARTICLE VIII
                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

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

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

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

     (a)  except as provided in SECTION 2.1.2, extend the maturity of any Loan
or Note or forgive all or any portion of the principal amount thereof, any
interest thereon or any fees or other amounts payable hereunder, or reduce the
rate or extend the time of payment of interest, fees or other amounts payable
hereunder;

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

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

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

     (e)  amend this SECTION 8.2.

No amendment of any provision of this Agreement relating in any way to the
Administrative Agent shall be effective without the written consent of the
Administrative Agent. No

                                       51
<PAGE>
amendment of any provision of this Agreement which subjects any Designated
Lender to any additional obligation hereunder shall be effective with respect to
such Designated Lender without the written consent of such Designated Lender or
its Designating Lender. The Administrative Agent may waive payment of the fee
required under SECTION 12.3.2 without obtaining the consent of any other party
to this Agreement.

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

                                   ARTICLE IX
                               GENERAL PROVISIONS

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

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

     9.3  TAXES; STAMP DUTIES. Any taxes (excluding taxes (including net income
taxes, franchise taxes and branch profit taxes) as are imposed on or measured by
such Lender's net income by the United States of America or any Governmental
Authority of the jurisdiction under the laws of which such Lender is organized
or maintains its Lending Installation) or other similar assessments or charges
made by any Governmental Authority or revenue authority in respect of the Loan
Documents shall be paid by the Borrower, together with interest and penalties,
if any, as provided in SECTION 3.1. The Borrower shall pay and forthwith on
demand indemnify each of the Administrative Agent and each Lender against any
liability it incurs in respect of any stamp, registration and similar tax which
is or becomes payable in connection with the entry into, performance or
enforcement of any Loan Document. To the extent reasonably possible, each Lender
shall designate an alternate Lending Installation with respect to its Loans to
reduce any liability of the Borrower to such Lender under this SECTION 9.3, so
long as such designation is not disadvantageous to such Lender in its reasonable
determination. If any Lender has demanded compensation under this SECTION 9.3,
the Borrower may elect to require the applicable Lender to assign its
outstanding Syndicated Loans and Commitment hereunder to another financial
institution designated by the Borrower and reasonably acceptable to the
Administrative Agent. The obligation of a Lender to assign its rights and
obligations hereunder


                                       52
<PAGE>

as contemplated by this SECTION 9.3 is subject to the requirements that (x) all
amounts owing to that Lender under the Loan Documents are paid in full upon the
completion of such assignment and (y) any assignment is effected in accordance
with the terms of SECTION 12.3 and on terms otherwise satisfactory to that
Lender (it being understood that the Borrower or the replacement Lender shall
pay the processing fee payable to the Administrative Agent pursuant to SECTION
12.3.2 in connection with any such assignment).

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

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

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

     9.7  EXPENSES; INDEMNIFICATION.

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

     (b)  The Borrower further agrees to defend, protect, indemnify, and hold
harmless the Administrative Agent and each and all of the Arrangers and each of
their respective Affiliates, and each of such Person's respective officers,
directors, employees, partners, managers, shareholders, attorneys and agents
(collectively, the "INDEMNITEES") from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, claims,
costs and expenses of any kind or nature whatsoever (including, without
limitation, the


                                       53

<PAGE>
reasonable fees and disbursements of attorneys and paralegals for such
Indemnitees in connection with any investigative, administrative or judicial
proceeding, whether or not such Indemnitees shall be designated a party
thereto), imposed on, incurred by or asserted against such Indemnitees in any
manner relating to or arising out of:

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

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

PROVIDED, HOWEVER, the Borrower shall have no obligation to an Indemnitee
hereunder with respect to Indemnified Matters caused solely by or resulting
solely from the willful misconduct or Gross Negligence of such Indemnitee as
determined by the final non-appealable judgment of a court of competent
jurisdiction. If the undertaking to indemnify, pay and hold harmless set forth
in the preceding sentence may be unenforceable because it is violative of any
law or public policy, the Borrower shall contribute the maximum portion which it
is permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all Indemnified Matters incurred by the Indemnitees.

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

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<PAGE>
whether it will waive such compliance, any waiver of which shall be applicable
only for such Indemnitee.

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

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

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

     9.10 SEVERABILITY OF PROVISIONS. Any provision in any Loan Document that is
held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as
to that jurisdiction, be inoperative, unenforceable, or invalid without
affecting the remaining provisions in that jurisdiction or the operation,
enforceability, or validity of that provision in any other jurisdiction, and to
this end the provisions of all Loan Documents are declared to be severable.

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

     9.12 GOVERNING LAW. THE ADMINISTRATIVE AGENT ACCEPTS THIS AGREEMENT, ON
BEHALF OF ITSELF AND THE LENDERS, AT CHICAGO, ILLINOIS BY ACKNOWLEDGING AND
AGREEING TO IT THERE. ANY DISPUTE BETWEEN THE BORROWER AND ANY OF THE
ADMINISTRATIVE AGENT, ANY


                                       55
<PAGE>
LENDER, OR ANY OTHER HOLDER OF THE OBLIGATIONS ARISING OUT OF, CONNECTED WITH,
RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE
WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF
THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL
BANKS.

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

     (A)  JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT
SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM, BUT THE BORROWER ACKNOWLEDGES
THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED
OUTSIDE OF CHICAGO, ILLINOIS. EXCEPT AS SET FORTH IN CLAUSE (B) BELOW, ANY
JUDICIAL PROCEEDING BY THE ADMINISTRATIVE AGENT OR ANY LENDER ARISING OUT OF OR
RELATING TO THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS IF BROUGHT
OTHER THAN IN ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN
CHICAGO, ILLINOIS, SHALL BE BROUGHT ONLY IN A COURT IN BOSTON, MASSACHUSETTS OR
NEW YORK, NEW YORK. ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE
ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF ANY SUCH PERSON
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED
TO OR CONNECTED WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT
ONLY IN A COURT IN CHICAGO, ILLINOIS, BOSTON, MASSACHUSETTS OR NEW YORK, NEW
YORK, TO THE EXTENT THAT JURISDICTION CAN BE OBTAINED AGAINST SUCH PERSONS IN
ANY SUCH JURISDICTION, BUT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM
THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF CHICAGO,
ILLINOIS, BOSTON, MASSACHUSETTS OR NEW YORK, NEW YORK. EACH OF THE PARTIES
HERETO WAIVES IN ALL DISPUTES BROUGHT IN THE JURISDICTIONS IDENTIFIED IN THIS
CLAUSE (A) ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT
CONSIDERING THE DISPUTE PROVIDED, WITH RESPECT TO THE ADMINISTRATIVE AGENT OR
ANY LENDER, PERSONAL JURISDICTION WITH RESPECT TO SUCH PARTY MAY BE OBTAINED IN
SUCH JURISDICTION.

     (B)  OTHER JURISDICTIONS. NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY
PERSON TO BRING ANY ACTION HEREUNDER IN A COURT IN ANY

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<PAGE>
LOCATION TO ENABLE SUCH PERSON TO OBTAIN PERSONAL JURISDICTION OVER ANY OTHER
PERSON WITH RESPECT HERETO. THE BORROWER AGREES THAT THE ADMINISTRATIVE AGENT
ANY LENDER OR ANY OTHER HOLDER OF THE OBLIGATIONS SHALL HAVE THE RIGHT TO
PROCEED AGAINST THE BORROWER OR ITS PROPERTY IN A COURT IN ANY LOCATION TO
ENABLE SUCH PERSON TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR
OF SUCH PERSON. THE BORROWER AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE
COUNTERCLAIMS IN ANY PROCEEDING BROUGHT UNDER THIS CLAUSE (B) BY SUCH PERSON TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON, ALL OF WHICH
PERMISSIVE COUNTERCLAIMS SHALL BE BROUGHT BY THE BORROWER IN THE JURISDICTIONS
IDENTIFIED IN CLAUSE (A) ABOVE. THE BORROWER WAIVES ANY OBJECTION THAT IT MAY
HAVE TO THE LOCATION OF THE COURT IN WHICH SUCH PERSON HAS COMMENCED A
PROCEEDING DESCRIBED IN THIS CLAUSE (B).

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

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

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


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

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

                                   ARTICLE X
                            THE ADMINISTRATIVE AGENT

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

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

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

     10.4 NO RESPONSIBILITY FOR LOANS, CREDITWORTHINESS, COLLATERAL, RECITALS,
ETC. Neither the Administrative Agent nor any of its directors, officers, agents
or employees shall be responsible for or have any duty to ascertain, inquire
into or verify (i) any statement, warranty or representation made in connection
with any Loan Document or any extension of credit hereunder; (ii) the
performance or observance of any of the covenants or agreements of the Borrower,
any Subsidiary or any other obligor under any Loan Document; (iii) the
satisfaction of any condition specified in ARTICLE IV, except receipt of items
required to be delivered solely to the Administrative Agent; (iv) the existence
or possible existence of any Default or Unmatured Default; or (v) the validity,
effectiveness or genuineness of any Loan Document or any other instrument or
writing furnished in connection therewith. The Administrative Agent shall not be
responsible to any Lender for any recitals, statements, representations or
warranties herein or in any of the other Loan Documents or for the execution,
effectiveness, genuineness, validity, legality, enforceability, collectibility
or sufficiency of this Agreement or any of the other Loan Documents or the
transactions contemplated thereby, or for the financial condition of the
Borrower or any of its Subsidiaries. The Administrative Agent will use its
reasonable efforts to distribute to each of the Lenders, in a timely fashion, a
copy of all written reports, certificates and information required to be
supplied by the Borrower or any of its Subsidiaries to the Administrative Agent
pursuant to the terms of this Agreement or any of the other Loan Documents;
PROVIDED that any failure in such regard shall not result in any liability on
the part of the Administrative Agent and PROVIDED, FURTHER that the
Administrative Agent shall have no duty to disclose to the Lenders information
that is not required to be furnished by the Borrower to the Administrative Agent
at such time, but is voluntarily furnished by the Borrower to the Administrative
Agent (either in its capacity as Administrative Agent or in its individual
capacity).

     10.5 ACTION ON INSTRUCTIONS OF LENDERS. The Administrative Agent shall in
all cases be fully protected in acting, or in refraining from acting, hereunder
and under any other Loan Document in accordance with written instructions signed
by the Required Lenders or all of the Lenders (as applicable under SECTION 8.2),
and such instructions and any action taken or failure to act pursuant thereto
shall be binding on all of the Lenders and any other holders of the Obligations.
The Administrative Agent shall be fully justified in failing or refusing to take
any action hereunder and under any other Loan Document unless it shall first be
indemnified to its

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<PAGE>

satisfaction (which shall not include any requirement that it be indemnified for
its willful misconduct or Gross Negligence) by the Lenders pro rata against any
and all liability, cost and expense that it may incur by reason of taking or
continuing to take any such action.

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

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

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

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

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<PAGE>
Borrower or any of its Subsidiaries in which such Person is not prohibited
hereby from engaging with any other Person.

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

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

     10.12 NO DUTIES IMPOSED ON SYNDICATION AGENTS, DOCUMENTATION AGENTS OR
ARRANGERS. None of the Persons identified on the cover page to this Agreement,
the signature pages to this Agreement or otherwise in this Agreement as a
"Syndication Agent," "Documentation Agent" or "Arranger" shall have any right,
power, obligation, liability, responsibility or duty under this Agreement other
than, if such Person is a Lender, those applicable to all Lenders as such.
Without limiting the foregoing, none of the Persons identified on the cover page
to this Agreement, the signature pages to this Agreement or otherwise in this
Agreement as a "Syndication Agent," "Documentation Agent" or "Arranger" shall
have or be deemed to have any fiduciary duty to or fiduciary relationship with
any Lender. In addition to


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the agreement set forth in SECTION 10.12, each of the Lenders acknowledges that
it has not relied, and will not rely, on any of the Persons so identified in
deciding to enter into this Agreement or in taking or not taking action
hereunder.

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

                                   ARTICLE XI
                            SETOFF; RATABLE PAYMENTS

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

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

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

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

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

     (c)  THIRD, to the ratable payment of Obligations in respect of any fees,
expenses, reimbursements or indemnities then due to the Lenders;

     (d)  FOURTH, to pay interest due in respect of Loans;

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<PAGE>
     (e)  FIFTH, to the ratable payment or prepayment of principal outstanding
on Loans in such order as the Administrative Agent may determine in its sole
discretion; and

     (f)  SIXTH, to the ratable payment of all other Obligations.

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

                                  ARTICLE XII
                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

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

     12.2 PARTICIPATIONS.

     12.2.1 PERMITTED PARTICIPANTS; EFFECT. Any Lender may, in the ordinary
course of its business and in accordance with applicable law, at any time sell
to one or more banks or other Eligible Participants (a "PARTICIPANT")
participating interests in any Loan owing to such Lender, any Note held by such
Lender, the Commitment of such Lender or any other interest of such

                                       63
<PAGE>
Lender under the Loan Documents. In the event of any such sale by a Lender of
participating interests to a Participant, such Lender's obligations under the
Loan Documents shall remain unchanged, such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
such Lender shall remain the owner of its Loans and the holder of any Note
issued to it for all purposes under the Loan Documents, all amounts payable by
the Borrower under this Agreement shall be determined as if such Lender had not
sold such participating interests, and the Borrower and the Administrative Agent
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under the Loan Documents. The participation
agreement effecting the sale of any participating interest shall contain a
representation by the Participant to the effect that none of the consideration
used to make the purchase of the participating interest in the Commitment and
Loans under such participation agreement are "plan assets" as defined under
ERISA and that the rights and interests of the Participant in and under the Loan
Documents will not be "plan assets" under ERISA.

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

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

     12.3 ASSIGNMENTS.

     12.3.1 PERMITTED ASSIGNMENTS. Any Lender may, in the ordinary course of its
business and in accordance with applicable law, at any time assign to one or
more commercial banks ("PURCHASERS") all or any part of its Commitment and
outstanding Loans, together with its rights and obligations under the Loan
Documents with respect thereto; PROVIDED, HOWEVER, that the amount of the
Commitment of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of such assignment) may be in the amount
of such Lender's entire Commitment but otherwise shall not be less than
$10,000,000 or an integral multiple of $1,000,000 in excess of that amount. Such
assignment shall be substantially in the



                                       64

<PAGE>
form of EXHIBIT D hereto or in such other form as may be agreed to by the
parties thereto. The consent of the Borrower and the Administrative Agent shall
be required prior to an assignment becoming effective with respect to a
Purchaser which is not (i) a Lender or (ii) a Wholly-Owned Subsidiary of the
same corporate parent of which the assigning Lender is a Subsidiary (neither of
which consents may be unreasonably withheld or delayed); PROVIDED, HOWEVER, that
if a Default has occurred and is continuing, the consent of the Borrower shall
not be required.

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

     12.4 DESIGNATED LENDERS. (a) Subject to the terms and conditions set forth
in this SECTION 12.4(a), any Lender may from time to time elect to designate an
Eligible Designee to provide all or any part of the Loans to be made by such
Lender pursuant to this Agreement; PROVIDED the designation of an Eligible
Designee by any Lender for purposes of this SECTION 12.4(a) shall be subject to
the approval of the Borrower and the Administrative Agent (which consent shall
not be unreasonably withheld or delayed). Upon the execution by the parties to
each such designation of an agreement in the form of EXHIBIT J hereto (a
"DESIGNATION AGREEMENT") and the acceptance thereof by the Borrower and the
Administrative Agent, the Eligible Designee shall become a Designated Lender for
purposes of this Agreement. The Designating Lender shall thereafter have the
right to permit the Designated Lender to provide all or a portion of the Loans
to be made by the Designating Lender pursuant to the terms of this Agreement and
the making of such Loans or portion thereof shall satisfy the obligation of the
Designating Lender to the same extent, and as if, such Loan was made by the
Designating Lender. As to any Loan made by it, each Designated Lender shall have
all the rights a Lender making such Loan would have under this Agreement and
otherwise; PROVIDED, (x) that all voting rights under this Agreement shall be
exercised solely by the Designating Lender and (y) each Designating Lender shall
remain solely responsible to the other parties hereto for its obligations


                                       65

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

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

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

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

                                  ARTICLE XIII
                                     NOTICES

     13.1 GIVING NOTICE. Except as otherwise permitted by SECTION 2.14(b) with
respect to telephonic notices, all notices and other communications provided to
any party hereto


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<PAGE>
under this Agreement or any other Loan Document shall be in writing or by telex
or by facsimile and addressed or delivered to such party at its address set
forth below its signature hereto or at such other address as may be designated
by such party in a notice to the other parties. Any notice, if mailed and
properly addressed with postage prepaid, shall be deemed given when received;
any notice, if transmitted by telex or facsimile, shall be deemed given when
transmitted (answerback confirmed in the case of telexes).

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

                                  ARTICLE XIV
                                  COUNTERPARTS

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

                  [Remainder of this Page Intentionally Blank]








                                       67

<PAGE>

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

                             THE TJX COMPANIES, INC.,
                             as the Borrower


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

                             Address:

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









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<PAGE>





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


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

                             Address:

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




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


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

                             Address:

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


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


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

                             Address:

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


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<PAGE>
                             BANK OF AMERICA, N.A
                             as a Lender


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

                             Address:

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



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<PAGE>

                             JPMORGAN CHASE BANK,
                             as a Lender and Documentation Agent


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

                             Address:

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



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<PAGE>
                             UNION BANK OF CALIFORNIA, N.A.
                             as a Lender


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

                             Address:

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


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<PAGE>

                             KEYBANK NATIONAL ASSOCIATION,
                             as a Lender


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

                             Address:

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


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<PAGE>

                             PNC BANK, NATIONALK ASSOCIATION
                             as a Lender


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

                             Address:

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


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<PAGE>

                             MELLON BANK, N.A.,
                             as a Lender


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

                             Address:

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

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                             THE ROYAL BANK OF SCOTLAND PLC,
                             as a Lender


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

                             Address:

                             135 Bishopsgate
                             London EC2M 3UR
                             Attention:  Simon Millsop/Steve Beale
                             Telephone No.:  00 44 207 375 8781/8466
                             Facsimile:  00 44 207 375 8710
                             E-mail: simon.millsop@rbs.co.uk
                                     steve.beale@rbs.co.uk


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<PAGE>


                              U.S. BANK NATIONAL ASSOCIATION,
                              as a Lender


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

                              Address:

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


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<PAGE>

                             CITIZENS BANK OF MASSACHUSETTS,
                             as a Lender


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

                             Address:

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


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<PAGE>

                              FIFTH THIRD BANK,
                              as a Lender


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

                              Address:

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


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<PAGE>

                              SOVEREIGN BANK,
                              as a Lender


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

                              Address:

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


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<PAGE>

                               WELLS FARGO BANK, NATIONAL
                               ASSOCIATION,
                               as a Lender


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

                               Address:

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

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