364



Exhibit 10.5

364-DAY CREDIT AGREEMENT

Dated as of April 1, 2002

Among

TEXTRON INC.,

THE BANKS LISTED HEREIN,

JPMORGAN CHASE BANK,

as Administrative Agent

AND

BANK OF AMERICA, N.A.

CITIBANK, N.A.

DEUTSCHE BANK AG NEW YORK BRANCH

and

UBS WARBURG LLC,

as Co-Syndication Agents

J.P. MORGAN SECURITIES INC.,

Arranger

 

 


TABLE OF CONTENTS


Article 1

Definitions and Accounting Terms


  
    Section 1.01. Definitions     1

    Section 1.02. Accounting Terms And Determinations     15

    Section 1.03. Currency Equivalents     16

  



Article 2

Amounts and Terms of Commitments and Loans


  
    Section 2.01. Commitments.     16

    Section 2.02. Competitive Bid Loans    
    21

    Section 2.03. Notice of Other Currencies     23

    Section 2.04. Substitution of Euro for National Currency.     24

    Section 2.05. Notices of Conversion/Continuation.     24

    Section 2.06. Registry     25

    Section 2.07. Pro Rata Borrowings     26

    Section 2.08. Interest.     26

    Section 2.09. Commissions And Fees.     29

    Section 2.10. Reductions in Commitments; Repayments and Payments.     30

    Section 2.11. Use of Proceeds     34

    Section 2.12. Special Provisions Governing Eurocurrency Rate
    Loans and/or Competitive Bid Loans     34

    Section 2.13. Capital Requirements     41

    Section 2.14. Regulation D Compensation     42

  



Article 3

Conditions To Loans


  
    Section 3.01. Conditions To Initial Loans     42

    Section 3.02. Conditions to All Loans     44

    Section 3.03. Conditions To Loans To Subsidiary Borrowers.     45

  



Article 4

Representations and Warranties


  
    Section 4.01. Organization, Powers And Good Standing.     46

    Section 4.02. Authorization Of Borrowing, Etc..     46

    Section 4.03. Financial Condition     47

    Section 4.04. No Adverse Material Change     48

    Section 4.05. Litigation     48

    Section 4.06. Payment of Taxes     48

    Section 4.07. Governmental Regulation     48

    Section 4.08. Securities Activities     48

    Section 4.09. ERISA Compliance.    
    48

    Section 4.10. Certain Fees.     49

  



Article 5

Affirmative Covenants


  
    Section 5.01. Financial Statements And Other Reports.     50

    Section 5.02. Conduct Of Business And Corporate Existence     52

    Section 5.03. Payment of Taxes     52

    Section 5.04. Maintenance Of Properties; Insurance     52

    Section 5.05. Inspection     53

    Section 5.06. Compliancce With Laws     53

  



Article 6

Negative Covenants


  
    Section 6.01. Merger     53

    Section 6.02. Liens     54

    Section 6.03. Financial Covenants.     55

    Section 6.04. Existing Subordinated Debt     55

    Section 6.05. Use of Proceeds     56

  



Article 7

Events Of Default


  
    Section 7.01. Failure to Make Payments When Due     56

    Section 7.02. Default in Other Agreements.     56

    Section 7.03. Breach of Certain Covenants     56

    Section 7.04. Breach of Warranty     57

    Section 7.05. Other Defaults under Agreement     57

    Section 7.06. Involuntary Bankruptcy; Appointment of Receiver, etc     57

    Section 7.07. Voluntary Bankruptcy; Appointment of Receiver, etc     57

    Section 7.08. Judgments And Attachments     58

    Section 7.09. Dissolution     58

    Section 7.10. ERISA Title IV Liabilities.     58

    Section 7.11. Redenomination Upon Acceleration     59

  



Article 8

Agents


  
    Section 8.01. Appointment     60

    Section 8.02. Powers; General Immunity.     60

    Section 8.03. Representations and Warranties; No Responsibility for
    Appraisal of Creditworthiness     62

    Section 8.04. Right to Indemnity     62

    Section 8.05. Resignation by the Agents     62

    Section 8.06. Successor Agents     63

    Section 8.07. Co-Syndication Agents     63

  



Article 9

Guarantee


  
    Section 9.01. Guarantee     63

    Section 9.02. Obligation Not Affected by Certain Events     63

    Section 9.03. Guarantee of Payment     64

    Section 9.04. Obligation Not Subject to Limitation     64

    Section 9.05. Order of Payment     65

    Section 9.06. Waiver by the Company     66

  



Article 10

Miscellaneous


  
    Section 10.01. Benefit Of Agreement.     66

    Section 10.02. Expenses     68

    Section 10.03. Indemnity     69

    Section 10.04. Setoff     69

    Section 10.05. Ratable Sharing     70

    Section 10.06. Amendments And Waivers     71

    Section 10.07. Independence of Covenants     71

    Section 10.08. Notices     72

    Section 10.09. Survival Of Warranties And Certain Agreements.     72

    Section 10.10. Failure or Indulgence Not Waiver; Remedies Cumulative     72

    Section 10.11. Severability     72

    Section 10.12. Obligations Several; Independent Nature of
    Banks' Rights     73

    Section 10.13. Headings     73

    Section 10.14 Section 10.14. Applicable Law, Consent To
    Jurisdiction.     73

    Section 10.15 Section 10.15. Successors and Assigns     73

    Section 10.16 Section
    10.16     74

    Section 10.17 Section 10.17. Judgment Currency     74

  



 

 


EXHIBITS


Pricing Schedule

Exhibit
A         -        
Form
of Note

Exhibit
B         -        
Form
of Opinion of Nancy K. Cassidy, Esq

                            
Senior Associate General Counsel of the Company

Exhibit
C         -        
Form
of Opinion of Davis Polk & Wardwell

Exhibit
D-1     -     Form
of Notice of Syndicated Borrowing

Exhibit
D-2     -     Form
of Notice of Competitive Bid Borrowing

Exhibit
D-3     -     Form
of Notice of Conversion/Continuation

Exhibit
E         -        
Form
of Compliance Certificate

Exhibit
F         -        
Form
of Transfer Supplement

Exhibit
G        -        
Form
of Loan Assumption Agreement

Exhibit
H        -        
Form
of Extension Agreement

364-DAY CREDIT AGREEMENT

364-DAY CREDIT AGREEMENT, dated as of April 1, 2002, among TEXTRON
INC., a Delaware corporation (together with its successors, the "Company"),
the BANKS signatory hereto (each a "Bank" and collectively the
"Banks"), JPMORGAN CHASE BANK, as Administrative Agent for the
Banks (together with its successors in such capacity, the "Administrative
Agent") and BANK OF AMERICA, N.A., CITIBANK, N.A., DEUTSCHE BANK AG NEW
YORK BRANCH and UBS WARBURG LLC, as Co-Syndication Agents for the Banks
(together with their successors in such capacity, the "Co-Syndication
Agents").


W I T N E S S E
T H


WHEREAS, the Company owns directly or indirectly all of the outstanding
shares of capital stock of each of the Subsidiary Borrowers;

WHEREAS, the Company desires that the Banks extend certain credit facilities
to the Company and the Subsidiary Borrowers for the purposes set forth in
Section 2.11; and

WHEREAS, each Bank is willing to extend its commitment to make loans to the
Company and the Subsidiary Borrowers for such purposes on the terms and subject
to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the Company, the Banks and the Agents
agree as follows:

Article 1

Definitions and Accounting Terms

Section 1.01     .
Definitions. As used in this Agreement, and
unless the context requires a different meaning, the following terms have the
meanings indicated:

" Absolute Rate" has the meaning set forth in Section
2.02(c).

"Absolute Rate Auction" means a solicitation of offers to
make Competitive Bid Loans setting forth Absolute Rates.

"Account" means:

(a) with respect to a Borrower, the account specified in the Notice of
Borrowing or Notice of Competitive Bid Borrowing which, for Dollars, shall be
with an institution located in New York City, and, for any Alternative Currency,
shall be with an institution located in the same country as the Account of the
Administrative Agent for the requested currency; and

(b)     with respect to the
Administrative Agent or any Bank, (i)
     for Dollars, the account
maintained at its New York Office (in the case of the Administrative Agent) or
at its Applicable Lending Office for Base Rate Loans (in the case of any Bank)
and (ii) for any Alternative Currency, an account with an institution located in
the country whose currency is the relevant Alternative Currency or such other
country as is mutually agreed to by the applicable Borrower and the
Administrative Agent, the applicable Borrower and such Bank, or such Bank and
the Administrative Agent, as the case may be, as shall have been notified by the
Administrative Agent to the Banks, by such Bank to the applicable Borrower, or
by such Bank to the Administrative Agent, as the case may be, by not less than
four (4) Business Days' notice.

"Administrative Agent" has the meaning assigned to that term
in the introduction to this Agreement.

"Administrative Questionnaire" means, with respect to each
Bank, an administrative questionnaire in the form prepared by the Administrative
Agent, completed by such Bank and returned to the Administrative Agent (with a
copy to the Company).

"Affected Bank" means any Bank affected by any of the events
described in Section 2.12(b) or 2.12(c) hereof.

"Affiliate" means, with respect to any Person, any Person or
group of Persons acting in concert in respect of the Person in question that,
directly or indirectly, controls or is controlled by or is under common control
with such Person. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlled by"
and "under common control with"), as used with respect to any
Person or group of Persons acting in concert, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of
management and policies of such Person, whether through the ownership of voting
securities or by contract or otherwise.

"Agent" means any of the Administrative Agent and the
Co-Syndication Agents, and "Agents" means any two or
more of them.

"Agent's Other Currency Notice" has the meaning
specified in Section 2.03 of this Agreement.

"Alternative Currency" or "Alternative Currencies"
means, with respect to any Loan,

(a)     British Pounds Sterling,
Canadian Dollars and Euros, and

(b)     any other lawful
currency that is freely transferable and freely convertible into Dollars and
that has been approved by each Bank in accordance with Section 2.03 of this
Agreement.

"Agreement" means this 364-Day Credit Agreement, as
the same may at any time be amended, amended and restated, supplemented or
otherwise modified in accordance with the terms hereof.

"Applicable Lending Office" means, for any Bank with respect
to its Loans of any particular type and/or any particular currency, the office,
branch or affiliate of such Bank specified as the booking office therefor in
such Bank's Administrative Questionnaire, or such other office, branch
or affiliate of such Bank as such Bank may specify from time to time for such
purpose by notice to the Company and the Administrative Agent.

"Bank" and "Banks" have the respective
meanings assigned to those terms in the introduction to this Agreement and its
or their successors and permitted assigns.

"Bankruptcy Code" means Title 11 of the United States Code
entitled "Bankruptcy," as from time to time amended and any
successor statutes.

"Base Rate" means, for any day, a rate per annum
equal to the greater of (a) the Prime Rate in effect on such day and
(b) the Federal Funds Rate in effect on such day plus 2
of 1%.

"Base Rate Loans" are Syndicated Loans whose interest rate
is based on Base Rate.

"Bid Margin" has the meaning set forth in Section 2.02(c).

"Board" means the Board of Governors of the Federal Reserve
System.

"Borrower" means each of the Company and each Subsidiary
Borrower.

"Borrowing" means a borrowing of Loans hereunder.

"BP LIBOR" means, with respect to any Interest Rate
Determination Date for any Loans denominated in British Pounds Sterling, an
interest rate per annum equal to the rate that is set forth on page 3750 of the
Dow Jones Telerate Service (or any page that may replace such page from time to
time) as of 11:00 A.M. (London time) on such Interest Rate Determination Date
for British Pound Sterling deposits comparable in amount to the aggregate
principal amount of such British Pounds Sterling denominated Loans and having a
tenor equal to the duration of the applicable Interest Period.

"British Pound Sterling", "British Pounds Sterling"
and the sign "," mean
the lawful currency of the United Kingdom.

"Business Day" means a day of the year

(a)     on which banks are not
required or authorized by law to
     close in New York City;

(b)     if the applicable
Business Day relates to any Eurocurrency
     Loan or Competitive Bid LIBOR
Loan, on which each Bank carries on dealings in the London interbank and foreign
exchange markets; and

(c)     if the applicable
Business Day relates to any Loan in a currency other than Dollars, on which
banks are not required or authorized to close in the city of the jurisdiction of
such currency where the major financial markets for such jurisdiction are
located and in the city of the jurisdiction of such currency where the
Administrative Agent's Account and the Borrower's Account are
located.

"Canadian Dollar", "Canadian Dollars" and
the sign "C$" mean the lawful currency of Canada.

"C$ LIBOR" means, with respect to any Interest Rate
Determination Date for any Loans denominated in Canadian Dollars, an interest
rate per annum equal to the rate that is set forth on page 3740 of the Dow Jones
Telerate Service (or any page that may replace such page from time to time) as
of 11:00 A.M. (London time) on such Interest Rate Determination Date for
Canadian Dollar deposits comparable in amount to the aggregate principal amount
of such Canadian Dollar denominated Loans and having a tenor equal to the
duration of the applicable Interest Period.

"Capital Lease", as applied to any Person, means any lease
of any property (whether real, personal or mixed) by that Person as lessee
which, in conformity with GAAP, is accounted for as a capital lease on the
balance sheet of that Person.

"Code" means the Internal Revenue Code of 1986, as from time
to time amended. Any reference to the Code shall include a reference to
corresponding provisions of any subsequent revenue law.

"Commitment" means, at any time any determination thereof is
to be made, the commitment (whether or not then utilized) of each Bank then in
effect to extend credit hereunder, which initially shall be for each Bank the
amount specified on the signature page hereto for such Bank.

"Company" has the meaning assigned to that term in the
introduction to this Agreement.

"Competitive Bid Absolute Rate Loan" means a Competitive Bid
Loan made by a Bank pursuant to Absolute Rate Auction.

"Competitive Bid Loan" means a Loan bearing interest at such
rate and for such interest period, and on such other terms not inconsistent with
the terms of this Agreement, as the applicable Borrower and the Bank making such
Loan may mutually agree and which Loan is requested pursuant to a Notice of
Competitive Bid Borrowing.

"Competitive Bid LIBOR Loan" means a Competitive Bid Loan
made by a Bank pursuant to a LIBOR Auction.

"Compliance Certificate" means a certificate substantially
in the form annexed hereto as Exhibit E delivered to the Banks by the
Company pursuant to Section 5.01(b)(i)(B).

"Consolidated EBITDA" means, without duplication, for any
consecutive four fiscal quarter period, the sum of the amounts for such period
of (i) the Company's Consolidated Net Income, excluding
therefrom (x) any extraordinary items of gain or loss and (y) any charges
related to plant closures, restructurings or write-downs of goodwill
which do not reflect a cash outlay in the current period or any future period, plus
(ii) the aggregate amount of cash dividends actually received by the
Company or any of its Subsidiaries in respect of the capital stock of any
Finance Company and payable out of the net income for such period in which paid
of any such Finance Company, plus (iii) the aggregate amounts
deducted in determining Consolidated Net Income for such period in respect of
(a) the provision for taxes based on income of the Company and its
Subsidiaries, (b) Consolidated Interest Expense and
(c) depreciation and amortization, all as determined on a consolidated
basis for the Company and its Subsidiaries in conformity with GAAP.

"Consolidated Interest Expense" means, for any consecutive
four fiscal quarter period, total interest expense (including that attributable
to Capital Leases in accordance with GAAP) of the Company and its Subsidiaries,
all as determined on a consolidated basis in conformity with GAAP, with respect
to all outstanding Indebtedness of the Company and its Subsidiaries.

"Consolidated Net Income" means, for any consecutive four
fiscal quarter period, the net income (or loss) of any Person (for purposes of
this definition "Parent") and its Subsidiaries on a
consolidated basis for such period taken as a single accounting period
determined in conformity with GAAP; provided that there shall be excluded
the income (or loss) of any Person accrued prior to the date it becomes a
Subsidiary of Parent or is merged into or consolidated with Parent or any of its
Subsidiaries or that Person's assets are acquired by Parent or any of
its Subsidiaries.

"Consolidated Net Worth" means, as at any date of
determination, the stockholders' equity of the Company and its
Subsidiaries on a consolidated basis (but excluding the effects of the
Company's accumulated other comprehensive income/loss) calculated in
conformity with GAAP.

"Contractual Obligation", as applied to any Person, means
any provision of any security issued by that Person or of any material
indenture, mortgage, deed of trust or other similar instrument of that Person
under which Indebtedness is outstanding or secured or by which that Person or
any of its properties is bound or to which that Person or any of its properties
is subject.

"Co-Syndication Agents" has the meaning assigned to
that term in the introduction to this Agreement.

"Currency Equivalent" means, on any date of determination,
(a) the equivalent in Dollars of any amount of an Alternative Currency
determined at the rate of exchange quoted by the Administrative Agent in New
York City, at 11:00 A.M. (New York City time) on the date on which such
equivalent is to be determined for the spot purchase in the New York foreign
exchange market for such amount of Alternative Currency with Dollars, (b) the
equivalent in any Alternative Currency of any amount of any other Alternative
Currency determined at the rate of exchange quoted by the Administrative Agent
in New York City, at 11:00 A.M. (New York City time) on the date on which such
equivalent is determined for the spot purchase in the New York foreign exchange
market for such amount for the Alternative Currency with such other Alternative
Currency, and (c) the equivalent in any Alternative Currency of any amount of
Dollars determined, at the rate of exchange quoted by the Administrative Agent
in New York City, at 11:00 A.M. (New York City time) on the date on which such
equivalent is to be determined for the spot purchase in the New York foreign
exchange market for such amount of Dollars with such Alternative Currency.

"Designation Date" means, with respect to any Subsidiary of
the Company, the date on which the Company designates such Subsidiary as a
Subsidiary Borrower.

"Dollar", "Dollars" and the sign "$"
mean the lawful currency of the United States.

"Effective Date" has the meaning assigned to that term in
Section 10.16 hereof.

"ERISA" means the Employee Retirement Income Security Act of
1974, as from time to time amended, and any successor statute.

"ERISA Affiliate" means, with respect to any Person, any
trade or business (whether or not incorporated) which, together with such
Person, is under common control as described in Section 414(c) of the Code or is
a member of a controlled group, as defined in Section 414(b) of the Code, which
includes such Person.

"Euro" means the single currency of the Participating Member
States in the Third Stage.

"Eurocurrency Margin" has the meaning specified in the
Pricing Schedule.

"Eurocurrency Rate" means, for any Interest Rate
Determination Date either (a) (i) for Loans denominated in Dollars, US LIBOR;
(ii) for Loans denominated in British Pounds Sterling, BP LIBOR; (iii) for Loans
denominated in Canadian Dollars, C$ LIBOR, (iv) for Loans denominated in Euros,
Euro LIBOR and (v) for Loans denominated in any other Alternative Currency, an
interest rate per annum equal to the rate set forth on the applicable page of
the Dow Jones Telerate Service for such currency as of 11:00 A.M. (London time)
on the second Business Day prior to the first day of the applicable Interest
Period for deposits in the applicable currency comparable in amount to the then
outstanding principal amount of such loan denominated in the applicable currency
and having a tenor equal to the duration of the applicable Interest Period; or
(b) if a rate cannot be determined pursuant to clause (a) above, a rate per
annum equal to the arithmetic average (rounded upwards to the nearest 1/16 of
1%) of the offered quotation, if any, to first class banks in the Eurocurrency
market by each of the Reference Banks for deposits in the applicable currency
with maturities comparable to the Interest Period for which such Eurocurrency
Rate will apply as of approximately 10:00 A.M. (New York time) two Business Days
prior to the commencement of such Interest Period. If any Reference Bank fails
to provide its offered quotation to the Administrative Agent, the Eurocurrency
Rate shall be determined on the basis of the offered quotation(s) by the other
Reference Bank(s).

"Eurocurrency Rate Loans" means Syndicated Loans or portions
thereof during the period in which such Loans bear interest at rates determined
in accordance with Section 2.08(a)(i)(A) hereof.

"Eurocurrency Reserve Percentage" means, for any day, that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement for a member bank of
the Federal Reserve System in New York City with deposits exceeding five billion
dollars in respect of "Eurocurrency liabilities" (or in respect of any
other category of liabilities which includes deposits by reference to which the
interest rate on Eurocurrency Loans is determined or any category of extensions
of credit or other assets which includes loans by a non-United States
office of any Bank to United States residents).

"Euro LIBOR" means, with respect to any Interest Rate
Determination Date for any Loans denominated in Euros, an interest rate per
annum equal to the rate that is set forth on page 3750 of the Dow Jones Telerate
Service (or any other page that may replace such page from time to time) as of
11:00 a.m. (London time) on such Interest Rate Determination Date for Euro
deposits comparable in amount to the aggregate principal amount of such Euro
denominated Loans and having a tenor equal to the duration of the applicable
Interest Period.

"Event of Default" has the meaning assigned to that term in
Section 7 hereof.

"Exchange Act" means the Securities Exchange Act of 1934, as
from time to time amended, and any successor statutes.

"Existing Subordinated Debt" means the indebtedness of the
Company outstanding on the date of this Agreement pursuant to the Indenture
dated as of May 1, 1985 with The Chase Manhattan Bank, N.A., as
Trustee, as the same has been supplemented by the First Supplemental
Subordinated Indenture and as in effect on the date of this Agreement.

"Facility Fee Rate" has the meaning specified in the Pricing
Schedule.

"Federal Funds Rate" means on any one day the weighted
average of the rate on overnight Federal funds transactions with members of the
Federal Reserve System only arranged by Federal funds brokers as published as of
such day by the Federal Reserve Bank of New York, provided that if such
day is not a Business Day, the Federal Funds Rate shall be measured as of the
immediately preceding Business Day.


"Final Maturity Date" means the Termination Date or, if the
Company extends the Final Maturity Date pursuant to Section 2.01(e), the first
anniversary of the Termination Date or if any such day is not a Business Day,
the next preceding Business Day.

"Finance Company" means any subsidiary of the Company which
is primarily engaged in the business of a finance company.

"Funding Date" means the date of the funding of a Loan made
pursuant to a Notice of Borrowing but does not mean the date of any conversion
or continuation of the interest rate applicable to any Loan pursuant to a Notice
of Conversion/Continuation.

"GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board as in effect from
time to time.

"Governmental Authority" means any nation or government, any
state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

"Indebtedness", as applied to any Person, means, without
duplication, (i) all indebtedness for borrowed money of that Person,
(ii) that portion of obligations with respect to Capital Leases which
is properly classified as a liability on a balance sheet of that Person in
conformity with GAAP, (iii) notes payable of that Person and drafts
accepted by that Person representing extensions of credit whether or not
representing obligations for borrowed money, (iv) any obligation of
that Person owed for all or any part of the deferred purchase price of property
or services which purchase price is (a) due more than twelve months
from the date of incurrence of the obligation in respect thereof, or
(b) evidenced by a note or similar written instrument, (v) all
indebtedness secured by any Lien on any property or asset owned or held by that
Person regardless of whether the indebtedness secured thereby shall have been
assumed by that Person or is nonrecourse to the credit of that Person and
(vi) any guarantee of that Person, direct or indirect, of any
indebtedness, note payable, draft accepted, or obligation described in clauses (i)-(v)
above of any other Person.

"Initial Loans" means the initial Loans made under this
Agreement.

"Interest Payment Date" means, (x) with respect to
any Eurocurrency Rate Loan, the last day of each Interest Period applicable to
such Eurocurrency Rate Loan; provided that in the case of each Interest
Period of six months, "Interest Payment Date" shall also
include each Interest Period Anniversary Date (or if such day is not a Business
Day, then the next succeeding Business Day) for such Interest Period and
(y) in the case of any Base Rate Loan, the last Business Day of each
calendar quarter.

"Interest Period" means any interest period applicable to a
Eurocurrency Rate Loan or Competitive Bid Loan as determined pursuant to Section
2.08(b) hereof.

"Interest Period Anniversary Date" means, for each Interest
Period applicable to a Eurocurrency Rate Loan which is six months, the
three-month anniversary of the commencement of that Interest Period.

"Interest Rate Determination Date" means each date for
calculating the Eurocurrency Rate for purposes of determining the interest rate
in respect of an Interest Period. The Interest Rate Determination Date shall be
the second Business Day prior to the first day of the related Interest Period.

"JPMorgan Chase" means JPMorgan Chase Bank, and its
successors.

"LIBOR Auction" means a solicitation of offers to make
Competitive Bid Loans setting forth Bid Margins.

"Lien" means any lien, mortgage, pledge, security interest,
charge or encumbrance of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof, and any agreement to give
any security interest).

"Loans" means one or more of the Syndicated Loans,
Competitive Bid Loans or any combination thereof whether denominated in Dollars
or an Alternative Currency.

"Margin Stock" has the meaning assigned to that term in
Regulation U of the Board as in effect from time to time.

"Material Adverse Effect" means a material adverse effect on
the business, operations, properties, assets or financial condition of the
Company and its Subsidiaries, taken as a whole.

"Multiemployer Plan" has the meaning assigned to that term
in Section 4001(a)(3) of ERISA.

"New York Office" means, for the Administrative Agent, the
office in New York City specified in or pursuant to Section 10.08.

"1998 Credit Agreement" has the meaning assigned to that
term in Section 3.01(d).

"Notes" means the promissory notes of the Borrowers issued
pursuant to Section 2.06(b) hereof in substantially the form of
Exhibit A hereto.

"Notice of Borrowing" means any Notice of Syndicated
Borrowing, Notice of Competitive Bid Borrowing or any combination thereof.

"Notice of Competitive Bid Borrowing" has the meaning
assigned to that term in Section 2.02(b) hereof and shall be substantially in
the form of Exhibit D-2 hereof.

"Notice of Conversion/Continuation" means any notice
delivered pursuant to Section 2.05(a) hereof and shall be substantially in the
form of Exhibit D-3 hereto.

"Notice of Syndicated Borrowing" has the meaning assigned to
that term in Section 2.01(b) hereof and shall be substantially in the form of
Exhibit D-1 hereto.

"Officer's Certificate" means, as applied to any
corporation, a certificate executed on behalf of such corporation by its
Chairman of the Board (if an officer), its President, any Vice President of such
corporation, its Chief Financial Officer, its Treasurer or any Assistant
Treasurer of such corporation.

"Other Currency Notice" has the meaning specified in Section
2.03.

"Other Currency Obligation" has the meaning specified in
Section 7.11.

"Participating Member States" means those members of the
European Union from time to time which adopt a single, shared currency in the
Third Stage.

"PBGC" means the Pension Benefit Guaranty Corporation
created by Section 4002(a) of ERISA or any successor thereto.

"Pension Plan" means any plan (other than a
Multi-employer Plan) described in Section 4021(a) of ERISA and not
excluded pursuant to Section 4021(b) thereof, which may be, is or has been
established or maintained, or to which contributions may be, are or have been
made by the Company or any of its ERISA Affiliates or as to which the Company
would be considered as a "contributing sponsor" for purposes of
Title IV of ERISA at any relevant time.

"Permitted Encumbrances" means:

(i)     Liens for taxes,
assessments or governmental charges or claims the payment of which is not at the
time required by Section 5.03;

(ii)     Statutory Liens of
landlords and Liens of carriers, warehousemen, mechanics, materialmen and other
liens imposed by law incurred in the ordinary course of business for sums not
yet delinquent or being contested in good faith, if such reserve or other
appropriate provision, if any, as shall be required by generally accepted
accounting principles then in effect, shall have been made therefor;

(iii)     Liens (other than any
Lien imposed by ERISA) incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment
insurance and other types of social security, or to secure the performance of
tenders, statutory obligations, bids, leases, government contracts, performance
and return-of-money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed money);

(iv)     Any attachment or
judgment Lien individually or in the aggregate not in excess of $50,000,000
unless the judgment it secures shall, within 30 days after the entry thereof,
not have been discharged or execution thereof stayed pending appeal, or shall
not have been discharged within 30 days after the expiration of any such stay;

(v)     Leases or subleases
granted to others not interfering in any material respect with the business of
the Company or any of its Subsidiaries;

(vi)     Easements,
rights-of-way, restrictions, minor defects or irregularities in
title and other similar charges or encumbrances not interfering in any material
respect with the ordinary conduct of the business of the Company or any of its
Subsidiaries;

(vii)     Any interest or title
of a lessor under any lease;

(viii)     Liens arising from
UCC financing statements regarding leases; and

(ix)     Liens in favor of
customs and revenue authorities arising as a matter of law to secure payment of
customs duties in connection with the importation of goods incurred in the
ordinary course of business.

"Person" means and includes natural persons, corporations,
limited partnerships, general partnerships, joint stock companies, joint
ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts or other organizations, whether or not legal entities, and any
Governmental Authority.

"Potential Event of Default" means a condition or event
which, after notice or lapse of time or both, would constitute an Event of
Default if that condition or event were not cured or removed within any
applicable grace or cure period.

"Pricing Schedule" means the Pricing Schedule attached
hereto.

"Prime Rate" shall mean the rate which JPMorgan Chase
announces from time to time as its prime rate, as in effect from time to time.
The Prime Rate is a reference rate and does not necessarily represent the lowest
or best rate actually charged to any customer. JPMorgan Chase may make
commercial loans or other loans at rates of interest at, above or below the
Prime Rate.

"Pro Rata Share or pro rata Share" means, when
used with reference to any Bank and any described aggregate or total amount, the
percentage designated as such Bank's Pro Rata Share set forth under the
name of such Bank on the applicable signature page of this Agreement, as such pro
rata Share may be adjusted pursuant to the terms of this Agreement.

"Redenominate", "Redenomination" and "Redenominated"
each refers to redenomination of any Loan in an Alternative Currency into
Dollars or any other Alternative Currency pursuant to Sections 2.12(m) and 7.11.

"Reference Banks" means JPMorgan Chase, Bank of America, N.A.,
Citibank, N.A., Deutsche Bank AG New York Branch and UBS Warburg LLC.

"Regulation D" means Regulation D of the Board as from time
to time in effect and any successor to all or a portion thereof establishing
reserve requirements.

"Reportable Event" means a "reportable event"
described in Section 4043(b) of ERISA or in the regulations thereunder notice of
which to PBGC is required within 30 days after the occurrence thereof, or
receipt of a notice of withdrawal liability with respect to a Multiemployer Plan
pursuant to Section 4204 of ERISA.

"Required Banks" means, as at any time any determination
thereof is to be made, the Banks holding at least 51% of the aggregate
Commitments of all the Banks or, if no Commitments are in effect, 51% of Loans
outstanding.

"Restricted Subsidiary" means each Subsidiary (or a group of
Subsidiaries that would constitute a Restricted Subsidiary if consolidated and
which are engaged in the same or related lines of business) of the Company now
existing or hereafter acquired or formed by the Company which (x) for
the most recent fiscal year of the Company, accounted for more than 5% of the
consolidated revenues of the Company and its Subsidiaries, or (y) as at
the end of such fiscal year, was the owner of more than 5% of the consolidated
assets of the Company and its Subsidiaries. For purposes of this definition, the
proviso to the definition of Subsidiary shall not be applicable.

"Securities Act" means the Securities Act of 1933, as from
time to time amended, and any successor statutes.

"Specified Currency" has the meaning specified in Section
10.17 of this Agreement.

"Subsidiary" means, in respect to any Person, any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of stock entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of such Person or a combination
thereof; provided, however, that no Finance Company or any
Subsidiary of any Finance Company shall be treated as a Subsidiary of the
Company.

"Subsidiary Borrower" means any Subsidiary of the Company
designated as such in writing by the Company; provided that such Subsidiary
shall enter into a Loan Assumption Agreement in the form annexed hereto as
Exhibit G appropriately completed and that no Loan shall be made to
such Subsidiary until Section 3.03 has been complied with as to such Subsidiary.

"Syndicated Loan" means a Loan which is made as part of a
Borrowing, is made collectively by the Banks based on each Bank's Pro
Rata Share of such Loan, is made as either a Base Rate Loan or a Eurocurrency
Rate Loan and is requested pursuant to a Notice of Syndicated Borrowing.

"Termination Date" means March 31, 2003, or such later date
to which the Termination Date may be extended pursuant to Section 2.01(d), or if
any such day is not a Business Day, the next preceding Business Day.

"Termination Event" means (i) a Reportable Event with
respect to any Pension Plan, or (ii) the withdrawal of the Company or
any of its ERISA Affiliates from a Pension Plan during a plan year in which it
was a "substantial employer" as defined in Section 4001(a)(2)
of ERISA, or (iii) the filing of a notice of intent to terminate a
Pension Plan (including any such notice with respect to a Pension Plan amendment
referred to in Section 4041(e) of ERISA), or (iv) the institution of
proceedings to terminate a Pension Plan by the PBGC, or (v) any other
event or condition which, to the best knowledge of the Company, would constitute
grounds under Section 4042(a) of ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan.

"Textron Affiliate," as applied to the Company, means any
Person or Persons directly or indirectly controlling the Company. For purposes
of this definition, controlling, as applied to the Company, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of the Company, whether through the
ownership of voting securities or by contract or otherwise. Neither any Bank nor
any parent of any Bank nor any Subsidiary of any such Bank or parent shall be
treated as a Textron Affiliate.

"Textron Affiliate Amount" means, as at any date of
determination, the then aggregate outstanding amount of all loans and/or
advances to any Textron Affiliate from the Company or any Subsidiary of the
Company (without giving effect to the proviso to the definition of Subsidiary).

"Third Stage" means the third stage of European economic and
monetary union pursuant to the Treaty on European Union.

"Total Commitment" means, as at any date of determination,
the aggregate Commitments of all Banks then in effect (as such Commitments may
be reduced from time to time pursuant to Section 2.10(a) hereof). The original
amount of the Total Commitment is $500,000,000.

"2001 Credit Agreement" has the meaning assigned to that
term in Section 3.01(e).

"Type" means, in respect of any Syndicated Loan, any type of
Syndicated Loan, i.e., either a Base Rate Loan or a Eurocurrency Rate
Loan.

"US LIBOR" means, with respect to any Interest Rate
Determination Date for any Loans denominated in Dollars, an interest rate per
annum equal to the rate that is set forth on page 3750 of the Dow Jones Telerate
Service (or any other page that may replace such page from time to time) as of
11:00 A.M. (London time) on such Interest Rate Determination Date for Dollar
deposits comparable in amount to the aggregate principal amount of such Dollar
denominated Loans and having a tenor equal to the duration of the applicable
Interest Period.

Section 1.02. Accounting Terms And Determinations.
Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with GAAP,
applied on a basis consistent (except for changes concurred in by the
Company's independent public accountants) with the most recent audited
consolidated financial statements of the Company and its Consolidated
Subsidiaries delivered to the Banks; provided that, if the Company
notifies the Administrative Agent that the Company wishes to amend any covenant
in Article 6 to eliminate the effect of any change in GAAP on the operation of
such covenant (or if the Administrative Agent notifies the Company that the
Required Banks wish to amend Article 6 for such purpose), then the
Company's compliance with such covenant shall be determined on the basis
of GAAP in effect immediately before the relevant change in GAAP became
effective, until either such notice is withdrawn or such covenant is amended in
a manner satisfactory to the Company and the Required Banks; provided further
that the implementation of Statement of Financial Accounting Standards No. 142
shall not be deemed a change in GAAP for purposes of the preceding proviso.

Section 1.03. Currency Equivalents. For
purposes of determining in any currency any amount outstanding in another
currency, the Currency Equivalent of such second currency on the date of
determination shall be used. If any reference to any Loan or other amount herein
would include amounts in Dollars and in one or more Alternative Currencies or to
an amount in Dollars that in fact is in one or more Alternative Currencies, such
reference (whether or not it expressly so provides) shall be deemed to refer, to
the extent it includes an amount in any Alternative Currency, to the Currency
Equivalent in Dollars of such amount at the time of determination.

Article 2

Amounts and Terms of Commitments and Loans

Section 2.01     .
Commitments.

(a) Loans. Subject to the terms and conditions of this Agreement and
in reliance upon the representations and warranties of each Borrower herein set
forth, each Bank hereby severally agrees to lend to the Borrowers from time to
time during the period from and including the Effective Date to but not
including the Termination Date its pro rata Share of the Total
Commitment. Each Bank's Commitment and the Total Commitment shall expire
in full on the Termination Date.

Amounts borrowed under this Section 2.01(a) may, subject to the
limitations set forth in this Agreement, be repaid and, up to but excluding the
Termination Date, be reborrowed. The Syndicated Loans and all other amounts owed
hereunder with respect to the Syndicated Loans shall be paid in full no later
than the Final Maturity Date.

Borrowings on any Funding Date with respect to a Syndicated Loan under this
Section 2.01(a) shall be in Dollars, or in the requested Alternative
Currency, in an aggregate minimum amount of $10,000,000 (or the Currency
Equivalent thereof in any Alternative Currency) and integral multiples, in the
case of Loans denominated in Dollars, of $1,000,000 in excess of that amount
and, in the case of Loans denominated in an Alternative Currency, in integral
multiples of 1,000,000 units or, in either case, if less, the unutilized amount
of the Total Commitment. Notwithstanding the foregoing, (i) no Syndicated Loan
may be borrowed by any Borrower if the aggregate principal amount of all Loans
outstanding hereunder denominated in Dollars together with the Currency
Equivalent in Dollars of all Loans denominated in Alternative Currencies, after
giving effect to the Loan so requested and all other Loans then requested which
have not yet been funded, shall exceed the Total Commitment then in effect and
(ii) no Syndicated Loan may be borrowed by any Borrower in an Alternative
Currency if the Currency Equivalent in Dollars of the aggregate principal amount
of all Syndicated Loans outstanding hereunder denominated in Alternative
Currencies, after giving effect to the Loan so requested and all other Loans
then requested which have not yet been funded, shall exceed $200,000,000.

For purposes of determining (A) whether the making of any Borrowing will
cause the outstanding aggregate principal amount of Loans denominated in Dollars
together with the Currency Equivalent in Dollars of all Loans denominated in
Alternative Currencies to exceed the Total Commitment or (B) whether the making
of any Loan in an Alternative Currency will cause the Currency Equivalent in
Dollars of the outstanding aggregate principal amount of Loans denominated in
Alternative Currencies to exceed $200,000,000, the Administrative Agent will
make such determinations three (3) Business Days in advance of a proposed
Borrowing consisting of Eurocurrency Rate Loans and/or Competitive Bid LIBOR
Loans and one (1) Business Day in advance of a proposed Borrowing consisting of
Base Rate Loans and/or Competitive Bid Absolute Rate Loans calculating the
Currency Equivalent of any Loan denominated in an Alternative Currency for
purposes of such a determination at the rate of exchange in effect on such date.

(b) Notice of Syndicated Borrowing. Subject to
Section 2.01(a), whenever any Borrower desires to borrow under this
Section 2.01, it shall deliver to the Administrative Agent a Notice of
Syndicated Borrowing (which may be telephonic, confirmed promptly in writing) no
later than 10:30 A.M. (New York time) (x) in the case of a Base Rate
Loan, on the proposed Funding Date, (y) in the case of a Eurocurrency Rate Loan
denominated in Dollars, three Business Days in advance of the proposed Funding
Date and (z) in the case of a Eurocurrency Rate Loan denominated in an
Alternative Currency, four Business Days in advance of the proposed Funding
Date. The Notice of Syndicated Borrowing shall specify (i) the proposed
Funding Date (which shall be a Business Day), (ii) the amount of the proposed
Loans, (iii) whether such Loans are to consist of Base Rate Loans or
Eurocurrency Rate Loans or a combination thereof and the amounts thereof, (iv)
the currency of such Loans, (v)  the Account of the Borrower for such
Loans, (vi) the Interest Period(s) therefor and (vii) the aggregate principal
amount of Loans outstanding in Dollars and in each Alternative Currency, after
giving effect to the proposed Loan and all other Loans then requested which have
not yet been funded.

Neither the Administrative Agent nor any Bank shall incur any liability to
any Borrower in acting upon any telephonic notice referred to above which the
Administrative Agent believes in good faith to have been given by a duly
authorized officer or other person authorized to borrow on behalf of such
Borrower or for otherwise acting in good faith under this
Section 2.01(b) and, upon funding of Syndicated Loans by the Banks in
accordance with this Agreement pursuant to any telephonic notice, such Borrower
shall have borrowed such Loans hereunder.

Except as provided in Sections 2.01(c) and 2.12(d), a Notice of
Syndicated Borrowing for a Eurocurrency Rate Loan (or telephonic notice in lieu
thereof) shall be irrevocable on and after the related Interest Rate
Determination Date, and the applicable Borrower shall be bound to make a
borrowing in accordance therewith.

(c) Disbursement of Funds. Promptly after receipt of a Notice of
Syndicated Borrowing pursuant to Section 2.01(b) (or telephonic notice
in lieu thereof) with respect to a Syndicated Loan, the Administrative Agent
shall notify each Bank of the proposed borrowing. Each Bank shall make its pro
rata Share of the amount of such Loans available to the Administrative Agent
in the applicable currency by causing funds in such amount to be credited to the
Account of the Administrative Agent in same day funds (or, in the case of any
Alternative Currency, in such funds as may then be customary for the settlement
of international transactions in such Alternative Currency) not later than 12:00
Noon (local time in the city in which the Administrative Agent's Account
is located) on the Funding Date. Such Loans of a Bank shall be equal to such
Bank's pro rata Share of the aggregate amount of all such Loans
requested by the applicable Borrower pursuant to the applicable Notice of
Syndicated Borrowing. Upon satisfaction or waiver of the conditions precedent
specified in Section 3.01 (in the case of the Initial Loans) and
Sections 3.02 and, if applicable, 3.03 (in the case of all Loans) the
Administrative Agent shall make the proceeds of such Loans available to the
applicable Borrower by causing an amount of funds equal to the proceeds of all
such Loans received by the Administrative Agent to be credited to the Account of
such Borrower in same day funds (or, in the case of any Alternative Currency, in
such funds as may then be customary for the settlement of international
transactions in such Alternative Currency).

In the case of a proposed Borrowing consisting of Eurocurrency Rate Loans in
an Alternative Currency, each Bank shall be obligated (subject to the
satisfaction of all conditions precedent as specified in Article 3 of this
Agreement) to make its Eurocurrency Rate Loan in the requested Alternative
Currency unless such Bank shall deliver to the Administrative Agent not later
than 11:00 A.M. (New York City time) on the third Business Day before the
requested date of such Borrowing a notice that it is unable to fund its pro
rata Share of such Borrowing in such currency, which notice shall be
notified immediately by the Administrative Agent to the requesting Borrower. If
any Bank shall have so provided to the Administrative Agent such notice, the
Administrative Agent shall promptly notify the requesting Borrower and each Bank
that a Bank has provided such notice, whereupon such Borrower may, by notice to
the Administrative Agent not later than 2:00 P.M. (New York City time) on the
third Business Day before the requested date of such Eurocurrency Rate Loan,
withdraw the Notice of Borrowing relating to such Borrowing. If the requesting
Borrower does so withdraw such Notice of Borrowing, the Borrowing requested in
such Notice of Borrowing shall not occur and the Administrative Agent shall
promptly so notify each Bank. If the requesting Borrower does not so withdraw
such Notice of Borrowing, the Administrative Agent shall promptly so notify each
Bank and such Notice of Borrowing shall be deemed to be a Notice of Borrowing
which requests a Eurocurrency Rate Loan denominated in Dollars in an aggregate
amount equal to the Currency Equivalent in Dollars of the amount of such
Alternative Currency specified in such Notice of Borrowing; and in such notice
by the Administrative Agent to each Bank the Administrative Agent shall state
such aggregate amount of Dollars and such Bank's pro rata Share
of such Eurocurrency Rate Loan.

Except as set forth in the immediately preceding paragraph, unless the
Administrative Agent shall have been notified by any Bank (which notice may be
telephonic, confirmed promptly in writing) prior to any Funding Date in respect
of any Syndicated Loan that such Bank does not intend to make available to the
Administrative Agent such pro rata Share of such Loan on such Funding
Date, the Administrative Agent may assume that such Bank has made such amount
available to the Administrative Agent on such Funding Date and the
Administrative Agent in its sole discretion may, but shall not be obligated to,
make available to the applicable Borrower a corresponding amount on such Funding
Date. If such corresponding amount is not in fact made available to the
Administrative Agent by such Bank, the Administrative Agent shall be entitled to
recover such corresponding amount on prompt demand from such Bank together with
interest thereon, for each day from such Funding Date until the date such amount
is paid to the Administrative Agent at the customary rate set by the
Administrative Agent for the correction of errors among banks for three Business
Days and thereafter at the Base Rate. If such Bank does not pay such
corresponding amount forthwith upon the Administrative Agent's demand
therefor, the Administrative Agent shall promptly notify the applicable Borrower
and such Borrower shall immediately pay such corresponding amount to the
Administrative Agent. Nothing in this Section 2.01(c) shall be deemed to relieve
any Bank from its obligation to fulfill its Commitment hereunder or to prejudice
any rights which such Borrower may have against any Bank as a result of any
default by such Bank hereunder.

(d) Extension of Commitments. The Commitments may be extended, if at
the time no Potential Event of Default or Event of Default has occurred and is
continuing, in the manner and amount set forth in this Section 2.01(d), for a
period of 364 days measured from the Termination Date then in effect. If the
Company wishes to request an extension of each Bank's Commitment, it
shall give notice to that effect to the Administrative Agent not less than 45
days and not more than 55 days prior to the Termination Date then in effect,
whereupon the Administrative Agent shall promptly notify each of the Banks of
such request. Each Bank will use its best efforts to respond to such request,
whether affirmatively or negatively, as it may elect in its sole discretion,
within 30 days of such request to the Administrative Agent, but in any event no
earlier than 30 days prior to the Termination Date then in effect. If any Bank
shall not have responded affirmatively within such 30-day period, such
Bank shall be deemed to have rejected the Company's proposal to extend
its Commitment, and only the Commitments of those Banks which have responded
affirmatively shall be extended, subject to receipt by the Administrative Agent
of counterparts of an Extension Agreement in substantially the form of Exhibit H
hereto (the "Extension Agreement") duly completed and signed by
the Company, the Administrative Agent and all of the Banks which have responded
affirmatively. No extension of the Commitments pursuant to this Section 2.01(d)
shall be legally binding on any party hereto unless and until such Extension
Agreement is so executed and delivered by Banks having at least 662/3%
of the aggregate amount of the Commitments.


  
    (ii) If any Bank rejects, or is deemed to have rejected, the
    Borrower's proposal to extend its Commitment, (A) this Agreement shall
    terminate on the Termination Date with respect to such Bank, (B) the Borrower
    shall pay to such Bank on the Termination Date any amounts due and payable
    to such Bank on such date and (C) the Borrower may, if it so elects, designate a
    Person not theretofore a Bank and acceptable to the Administrative Agent to
    become a Bank, or agree with an existing Bank that such Bank's
    Commitment shall be increased, provided that the aggregate amount of
    the Commitments following any designation or agreement may not exceed the
    aggregate amount of the Commitments on the date hereof. Upon execution and
    delivery by the Borrower and such replacement Bank or other Person of an
    instrument of assumption in form and amount satisfactory to the
    Administrative Agent and execution and delivery of the Extension Agreement
    pursuant to Section 2.01(d)(i), such existing Bank shall have a Commitment
    as therein set forth or such other Person shall become a Bank with a
    Commitment as therein set forth and all the rights and obligations of a Bank
    with such a Commitment hereunder.

    (ii) The Administrative Agent shall promptly notify the Banks of the
    effectiveness of each extension of the Commitments pursuant to this Section
    2.01(d).

  



(e) Extension of Final Maturity Date. The Final Maturity Date may be
extended, at the option of the Company, exercisable by notice as set forth
below, to the date which is the first anniversary of the Termination Date then
in effect (or, if such date is not a Business Day, the next preceding Business
Day), so long as no Event of Default or Potential Event of Default has occurred
and is continuing and the representations and warranties contained herein shall
be true, correct and complete in all material respects (A) on the date such
notice is given and (B) on the Termination Date then in effect. If the Company
wishes to exercise this option, it shall give notice to such effect to the
Administrative Agent not less than 45 days prior to the Termination Date then in
effect, and assuming satisfaction of the applicable conditions specified above
(and such notice shall constitute a representation and warranty by the Company
to the effect such conditions are satisfied), the Final Maturity Date shall be
so extended automatically and without further action by any party hereto
effective upon receipt by the Administrative Agent of such notice. The
Administrative Agent will promptly notify the Banks of any such notice received
by it.


  
    (ii) The Company may concurrently request an extension of the Commitments
    pursuant to Section 2.01(d) and elect to extend the Final Maturity Date
    pursuant to this Section 2.01(e); provided that (A) if the
    Commitments are extended in whole or in part pursuant to Section 2.01(d),
    the Final Maturity Date shall be extended to the then applicable Termination
    Date with respect to the Banks whose Commitments are extended, but shall not
    be extended with respect to the Banks whose Commitments are not extended,
    and (B) the Company shall again have the right pursuant to this Section
    2.01(e) to extend the Final Maturity Date to the first anniversary of such
    extended Termination Date.

  



Section 2.02     .
Competitive Bid Loans. Subject to
and upon the terms and conditions herein set forth, each Bank severally agrees
that any Borrower may incur a Competitive Bid Loan in Dollars or in an
Alternative Currency pursuant to a Notice of Competitive Bid Borrowing from time
to time on and after the Effective Date and prior to the date which is the
Business Day preceding the date which is 30 days prior to the Termination Date, provided
that the aggregate principal amount of all Loans outstanding hereunder
denominated in Dollars together with the Currency Equivalent in Dollars of all
Loans denominated in Alternative Currencies, after giving effect to the Loan so
requested and all other Loans then requested which have not yet been funded,
will not exceed the Total Commitment then in effect. The determination required
by the immediately preceding sentence shall be made by the Administrative Agent
in accordance with the last paragraph of Section 2.01(a). Within the foregoing
limits and subject to the conditions set forth in this Agreement, Competitive
Bid Loans may be repaid and reborrowed in accordance with the provisions hereof.
Competitive Bid Loans made on any Funding Date shall be in Dollars, or in the
requested Alternative Currency, in an aggregate minimum amount of $10,000,000
(or the Currency Equivalent thereof in any Alternative Currency) and in integral
multiples in the case of Loans denominated in Dollars, of $1,000,000 in excess
of such amount and, in the case of Loans denominated in an Alternative Currency,
in integral multiples of 1,000,000 units.

(b) Whenever the Company or a Subsidiary Borrower desires to incur a
Competitive Bid Loan, it shall in the case of the Company, deliver to the
Administrative Agent and each Bank, and in the case of a Subsidiary Borrower,
deliver to the Company (which shall deliver to the Administrative Agent and each
Bank), a Notice of Competitive Bid Borrowing, such notice to specify in each
case the date of the proposed Competitive Bid Loan(s), the aggregate amount of
the proposed Competitive Bid Loan(s), the maturity date for repayment of each
Competitive Bid Loan to be made as part of such Competitive Bid Loans (each of
which maturity dates may not be later than the Business Day prior to the
Termination Date), the currency of the proposed Competitive Bid Loan(s) (which
shall be Dollars or, in the case of a LIBOR Auction, an Alternative Currency),
the Account of the Borrower for such Loan(s), the interest payment date or dates
relating thereto, whether the Competitive Bid Loan(s) are to be Competitive Bid
Absolute Rate Loans or Competitive Bid LIBOR Loans, the aggregate principal
amount of Loans outstanding in Dollars and in each Alternative Currency after
giving effect to the proposed Competitive Bid Loan(s) and all other Loans then
requested which have not yet been funded and any other terms to be applicable to
such Competitive Bid Loan(s). A Notice of Competitive Bid Borrowing must be
received no later than 11:00 A.M. (New York City time) on (i) the fifth Business
Day prior to the date of the Borrowing proposed therein, in the case of a LIBOR
Auction or (ii) the Business Day next preceding the date of Borrowing proposed
therein, in the case of an Absolute Rate Auction. No Notice of Competitive Bid
Borrowing shall be given earlier than three Business Days subsequent to the
making of the last Competitive Bid Loan.

(b) Each Bank shall, if, in its sole discretion, it elects to do so,
irrevocably offer to make one or more Competitive Bid Loans to the applicable
Borrower as part of such proposed Competitive Bid Loan(s) by notifying the
Company, not later than 2:00 P.M. (New York City time) on the fourth Business
Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction and
10:00 A.M. (New York City time) on the proposed date of Borrowing, in
the case of an Absolute Rate Auction (each such date being hereinafter referred
to as a "Reply Date"), of (i) the minimum amount and maximum
amount of each Competitive Bid Loan which such Bank would be willing to make as
part of such proposed Competitive Bid Loan(s) (which amounts may, subject to the
provisions of Section 2.02(a), exceed such Bank's Commitment); provided
that the minimum amount of any Bank's bid shall be at least $5,000,000
(or, in the case of a Competitive Bid Loan denominated in an Alternative
Currency, the Currency Equivalent thereof in such Alternative Currency), (ii) in
the case of a LIBOR Auction, the margin above or below the applicable
Eurocurrency Rate (the "Bid Margin") offered for each such
Competitive Bid Loan, expressed as a percentage (specified to the nearest
1/10,000th of 1%) to be added to or subtracted from such base rate and (iii) in
the case of an Absolute Rate Auction, the rate of interest per annum (specified
to the nearest 1/10,000th of 1%) (the " Absolute Rate") offered
for each such Competitive Bid Loan. If any Bank shall not notify the Company,
before 2:00 P.M. or 10:00 a.m. (New York City time), as the case may
be, on the Reply Date of its offer of a Competitive Bid Loan, such Bank shall be
deemed not to be making an offer with respect to such Competitive Bid Loan.

(d) The Company shall, in turn, before 11:00 A.M. (New York City
time) on the third Business Day prior to the proposed date of Borrowing, in the
case of a LIBOR Auction or the Reply Date, in the case of an Absolute Rate
Auction either


  
    
      
        (A) cancel such Competitive Bid Loan by giving the Administrative
        Agent and each Bank notice to that effect (whereupon such Competitive
        Bid Loan will not be made), or

        (B) accept one or more of the offers made by any Bank or Banks
        pursuant to Section 2.02(c), in its sole discretion, by giving
        notice to the Administrative Agent and such Bank of the amount of each
        Competitive Bid 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 Company by such Bank or Banks for such Competitive Bid Loan
        pursuant to Section 2.02(c)) to be made by such Bank as part of
        such Competitive Bid Loan, and reject any remaining offers made by Banks
        pursuant to Section 2.02(c) above by giving the Administrative
        Agent and such Bank notice to that effect.

      

    

  



(e) On the Funding Date of each Competitive Bid Loan, each Bank required to
participate therein will make available its share of such Competitive Bid Loan
(as specified in Section 2.02(d)) by causing funds in such amount to be
credited to the Account of the Borrower in same day funds (or, in the case of
any Alternative Currency, in such funds as may then be customary for the
settlement of international transactions in such Alternative Currency) not later
than 12:00 Noon (local time in the city in which the Borrower's Account
is located).

(f) Each Competitive Bid Loan shall be payable on the maturity date specified
in the Notice of Competitive Bid Borrowing relating to such Competitive Bid
Loan.

Section 2.03. Notice of
Other Currencies. At any time, and from time to time, any
Borrower may request that a lawful currency, in addition to British Pounds
Sterling, Canadian Dollars and Euros, which is freely transferable and freely
convertible into Dollars be made an "Alternative Currency." Any such
request shall be made by such Borrower to the Administrative Agent and shall
specify the currency or currencies to be considered for addition to the list of
Alternative Currencies (each such request being an "Other Currency
Notice"). Upon receipt of an Other Currency Notice, the Administrative
Agent shall give each Bank prompt notice thereof by telecopier (the "Agent's
Other Currency Notice"), which notice shall be in no event later than
one Business Day after receipt of such Other Currency Notice. Within ten
Business Days of receipt of the Agent's Other Currency Notice, each Bank
shall notify the Administrative Agent whether it consents to the addition of
such other currency or currencies to the list of Alternative Currencies. If any
Bank does not respond to an Agent's Other Currency Notice, it shall be
deemed not to have consented to any such addition. At the end of such ten
Business Day period, the Administrative Agent shall notify the requesting
Borrower and each Bank as to whether all the Banks have consented to the
proposed addition and, in the event that all of the Banks have so consented, as
to the applicable page on the Dow Jones Telerate Service from which the
Eurocurrency Rate for such currency shall be calculated. If all of the Banks
have so consented, such currency or currencies shall be considered an
"Alternative Currency" for purposes of this Agreement; otherwise, it
or they shall not. No Borrower shall request any Loan in any currency which is
the subject of an Other Currency Notice until such currency has been made an
Alternative Currency pursuant to this Section.

Section 2.04. Substitution
of Euro for National Currency.

If any Alternative Currency is replaced by the Euro, unless otherwise agreed
by the Company, the Administrative Agent and the Banks, the Euro may be tendered
in satisfaction of any obligation denominated in such Alternative Currency at
the conversion rate specified in, or otherwise calculated in accordance with,
the regulations adopted by the Council of the European Union relating to the
Euro. No replacement of an Alternative Currency by the Euro shall discharge,
excuse or otherwise affect the performance of any obligation of the Borrower
under this Agreement.

Section 2.05. Notices of
Conversion/Continuation.

(a) Subject to the provisions of Section 2.12 hereof, the applicable Borrower
shall have the option (i) to convert at any time all or any part of its
outstanding Base Rate Loans in an aggregate minimum amount of $10,000,000 and
integral multiples of $5,000,000 in excess of that amount, to Eurocurrency Rate
Loans denominated in Dollars and (ii) upon the expiration of any Interest Period
applicable to outstanding Eurocurrency Rate Loans, to continue all or any
portion of such Eurocurrency Rate Loans in an aggregate minimum amount of
$10,000,000 (or the Currency Equivalent thereof in any Alternative Currency) and
integral multiples of, in the case of Loans denominated in Dollars, $5,000,000
in excess of that amount and, in the case of Loans denominated in an Alternative
Currency, in integral multiples of 5,000,000 units as Eurocurrency Rate Loans.
The succeeding Interest Period(s) of such converted or continued Eurocurrency
Rate Loan shall commence on the date of conversion in the case of clause (i)
above and on the last day of the Interest Period of the Eurocurrency Rate Loans
to be continued in the case of clause (ii) above.

The applicable Borrower shall deliver a Notice of Conversion/ Continuation to
the Administrative Agent no later than 11:00 A.M. (New York City time) at least
three Business Days, in the case of a conversion into or continuation of
Eurocurrency Rate Loans denominated in Dollars and at least four Business Days,
in the case of a continuation of Eurocurrency Rate Loans denominated in an
Alternative Currency, in advance of the proposed conversion/continuation date. A
Notice of Conversion/Continuation shall specify (i) the proposed
conversion/continuation date (which shall be a Business Day), (ii) the
amount of the Syndicated Loan to be converted/continued, (iii) the
nature of the proposed conversion/continuation and (iv) the requested
Interest Period.

Except as provided in Section 2.12(d) hereof, a Notice of
Conversion/Continuation for conversion to, or continuation of, a Eurocurrency
Rate Loan shall be irrevocable on or after the related Interest Rate
Determination Date, and the applicable Borrower shall be bound to convert or
continue in accordance therewith.

(b) Unless the applicable Borrower shall have given the Administrative Agent
(x) a timely Notice of Conversion/Continuation in accordance with the
provisions of Section 2.05(a) hereof with respect to Eurocurrency Rate
Loans outstanding or (y) written notice of such Borrower's
intent to prepay Eurocurrency Rate Loans, furnished not later than 11:00 A.M.
(New York City time) on the fourth Business Day prior to the last day of the
Interest Period with respect to such Eurocurrency Rate Loans, the applicable
Borrower shall be deemed to have requested that such Eurocurrency Rate Loans be
continued for an additional Interest Period of one month.

Section 2.06. Registry. (a)  The
Administrative Agent shall maintain a register (the "Register")
on which it will record the Commitment of each Bank, each Loan made by such Bank
to each Borrower and each repayment of any Loan made by such Bank. Any such
recordation by the Administrative Agent on the Register shall constitute prima
facie evidence thereof, absent manifest error. Each Bank shall record on its
internal records (including computerized systems) the foregoing information as
to its own Commitment and Loans. Failure to make any such recordation, or any
error in such recordation, shall not affect each Borrower's obligations
hereunder in respect of the Loans made to such Borrower.

(b) Each Borrower hereby agrees that, upon the request of the Administration
Agent if so instructed by any Bank at any time, such Bank's Loans shall
be evidenced by a promissory note of such Borrower substantially in the form of
Exhibit A hereto (a "Note"). The Note issued to each Bank
pursuant to this Section 2.06(b) shall be payable to the order of such Bank, be
payable in the principal amount of the denominated currency of the outstanding
Loans evidenced thereby, provide that all Loans then outstanding shall be repaid
on the date as provided herein, bear interest as provided in the appropriate
clause of Section 2.08 hereof, be entitled to the benefits of this Agreement,
and have attached thereto a schedule (a "Loans and Principal Payments
Schedule") substantially in the form of the Schedule to Exhibit A
hereto. At the time of the making of each Loan or principal payment in respect
thereof, each Bank may, and is hereby authorized to, make a notation on the
Loans and Principal Payments Schedule of the date and the amount of such Loan or
payment, as the case may be. Notwithstanding the foregoing, the failure to make
a notation with respect to the making of any Loan, shall not limit or otherwise
affect the obligation of the Borrower hereunder or under the applicable Note
with respect to such Loan and payments of principal by the Borrower shall not be
affected by the failure to make a notation thereof on the appropriate Loans and
Principal Payments Schedule.

Section 2.07. Pro Rata Borrowings. The
Syndicated Loans comprising each Borrowing under this Agreement shall be made by
the Banks simultaneously and each Bank's Syndicated Loan shall be equal
to such Bank's pro rata Share of such Borrowing. It is understood
that no Bank shall be responsible for any default by any other Bank in its
obligation to make a Loan hereunder and that each Bank shall be obligated to
make the Loans provided to be made by it hereunder subject to the terms hereof,
regardless of the failure of any other Bank to fulfill its commitment to make
Loans hereunder. If, as a result of an error in the determination of any
Bank's pro rata Share of a Borrowing with respect to a Syndicated
Loan, a Bank makes a Syndicated Loan in excess of its pro rata Share (an
"Erroneous Loan") the applicable Borrower shall, upon the
request of the Administrative Agent, repay a portion of such Syndicated Loan
equal to such excess or, within two days of receiving written notice of such
error, correct such error by effecting a Borrowing of Syndicated Loans having a
comparable maturity to the then remaining maturity of the Erroneous Loan (a
"Correcting Loan") and allocating the Correcting Loan among the
Banks such that, after such allocation, the sum of the principal amounts of the
Erroneous Loan and the Correcting Loan held by each Bank shall represent such
Bank's pro rata Share of the sum of the aggregate principal
amounts of the Erroneous Loans and the Correcting Loans held by all Banks; provided,
however, that the Borrower may not incur Correcting Loans if, after
giving effect to such Correcting Loans, the outstanding Syndicated Loans of any
Bank shall exceed such Bank's Commitment or if the aggregate principal
amount of all Loans outstanding would exceed the Total Commitment then in
effect. Borrowings of Correcting Loans shall be subject to all of the terms and
conditions of Borrowings hereunder.

Section 2.08     .
Interest.

(a) Rate of Interest on Loans


  
  
  (i) Each Borrower agrees to pay interest in respect of the unpaid principal
  amount of each Syndicated Loan made to it from and including the date made to
  but not including the date repaid.

  
    
      (A) Each Eurocurrency Rate Loan shall bear interest on the unpaid
      principal amount thereof for the applicable Interest Period at an interest
      rate per annum equal to the sum of the Eurocurrency Margin plus the
      applicable Eurocurrency Rate.

      (B) Each Base Rate Loan shall bear interest on the unpaid principal
      thereof at an interest rate per annum equal to the applicable Base Rate.

    

  

  (ii) Each Borrower agrees to pay interest in respect of the unpaid
  principal amount of each Competitive Bid Loan made to it from and including
  the date made to but not including the date repaid.

  
    
      (A) Each Competitive Bid LIBOR Loan shall bear interest on the
      outstanding principal amount thereof, for the Interest Period applicable
      thereto, at a rate per annum equal to the sum of the Eurocurrency Rate for
      such Interest Period plus (or minus) the Bid Margin quoted by the Bank
      making such Loan in accordance with Section 2.02(b).

      (B) Each Competitive Bid Absolute Rate Loan shall bear interest on the
      outstanding principal amount thereof, for the Interest Period applicable
      thereto, at a rate per annum equal to the Absolute Rate quoted by the Bank
      making such Loan in accordance with Section 2.02(b).

    

  





The Administrative Agent shall determine each interest rate applicable to the
Loans hereunder in accordance with Section 2.12(a). The Administrative Agent
shall give prompt notice to the applicable Borrower and Banks of each rate of
interest so determined, and its determination thereof shall be conclusive in the
absence of manifest error.

(b) Interest Periods

In connection with each Eurocurrency Rate Loan and Competitive Bid Loan, the
applicable Borrower shall elect an interest period (each an "Interest
Period") to be applicable to such Eurocurrency Rate Loan or Competitive
Bid Loan, as the case may be. The Interest Period (i) with respect to each
Eurocurrency Rate Loan shall be either a one, two, three or six month period,
(ii) with respect to each Competitive Bid LIBOR Loan shall be a whole number of
months as specified by the Borrower in the Notice of Competitive Bid Borrowing
and (iii) with respect to each Competitive Bid Absolute Rate Loan shall be such
number of days (but not less than seven days) as specified by the Borrower in
the Notice of Competitive Bid Borrowing; provided that:


  
    (i) the Interest Period for each Eurocurrency Rate Loan and Competitive
    Bid Loan shall commence on the date of such Loan;

    (ii) if an Interest Period would otherwise expire on a day which is not a
    Business Day, such Interest Period shall expire on the next succeeding
    Business Day; provided that if any Interest Period would otherwise
    expire on a day which is not a Business Day but is a day of the month after
    which no further Business Day occurs in such month, such Interest Period
    shall expire on the next preceding Business Day;

    (iii) any Interest Period which begins on the last Business Day of a
    calendar month (or on a day for which there is no numerically corresponding
    day in the calendar month at the end of such Interest Period) shall end on
    the last Business Day of such ending calendar month;

    (iv) no Interest Period shall extend beyond the Final Maturity Date; and

    (v) there shall be no more than 30 Interest Periods outstanding at any
    time.

  



(c) Interest Payments. Interest shall be payable on each
 Syndicated Loan in arrears on each Interest Payment Date applicable to
that Loan, and Competitive Bid Loan, at such times as agreed to by the
applicable Borrower and the Bank making such Competitive Bid Loan (which shall
be the scheduled maturity date of such Loan if less than 180 days after the
making of such Loan), and in each case upon any prepayment of that Loan (to the
extent accrued on the amount being prepaid) and when due and payable (whether at
maturity, by acceleration or otherwise).

(d) Computation of Interest. Interest on Eurocurrency Rate Loans
(other than Eurocurrency Rate Loans denominated in British Pounds Sterling)
shall be computed on the basis of a 360-day year and the actual number
of days elapsed in the period during which it accrues and interest on Base Rate
Loans and Eurocurrency Rate Loans denominated in British Pounds Sterling shall
be computed on the basis of a 365-day year and the actual number of days
elapsed in the period during which it accrues. Interest on a Competitive Bid
Loan shall be computed on the basis set forth in the applicable Notice of
Competitive Bid Borrowing. In computing interest on any Loan, the date of the
making of the Loan or, in the case of a Eurocurrency Rate Loan, the first day of
an Interest Period, as the case may be, shall be included and the date of
payment or the expiration of an Interest Period, as the case may be, shall be
excluded; provided that if a Loan is repaid on the same day on which it
is made, one day's interest shall be paid on that Loan.

(e) Post-Maturity Interest. Any principal payments on the
Loans not paid when due and, to the extent permitted by applicable law, any
interest payment on the Loans not paid when due, in each case whether at stated
maturity, by notice of prepayment, by acceleration or otherwise, shall
thereafter bear interest payable upon demand at a rate per annum equal to the
sum of 2% plus the higher of (i) the rate of interest applicable to such Loans
or (ii) the rate of interest otherwise payable under this Agreement for Base
Rate Loans.

Section 2.09. Commissions
And Fees.

(a) Facility Fees.


  
    (i) The Company shall pay to the Administrative Agent for the account of
    the Banks a facility fee in Dollars at the Facility Fee Rate accrued from
    and including the Effective Date to but not including the Termination Date
    on the daily average aggregate amount of the Commitments (whether used or
    unused) and from and including the Termination Date to but not including the
    date the Loans shall be repaid in their entirety, on the daily aggregate
    outstanding Currency Equivalent in Dollars of the Loans.

    (ii) Such facility fees shall be computed on the basis of a year of 360
    days and paid for the actual number of days elapsed. Such facility fees
    shall be paid quarterly in arrears on each March 31, June 30, September 30
    and December 31 and upon the date of termination of the Commitments
    in their entirety (and, if later, the date the Loans shall be repaid in
    their entirety). From the effective date of any termination or reduction of
    Commitments, such facility fees shall cease to accrue or be correspondingly
    reduced. If the Commitments are terminated in their entirety or reduced,
    facility fees accrued on the total Commitments, or accrued on the aggregate
    amount of the reduction of the Commitments (in the case of such a
    reduction), shall be payable on the effective date of such termination or
    reduction.

    (iii) Upon receipt of any amount representing fees paid pursuant to this
    Section 2.09, the Administrative Agent shall pay such amount to the Banks
    based upon their respective pro rata Shares.

  



(b) Administrative Fees. The Company agrees to pay to the
Administrative Agent an annual fee (the "Administrative Fee")
in Dollars in an amount equal to the amount previously agreed to in writing by
the Company and the Administrative Agent. Such Administrative Fee shall be
payable quarterly in advance commencing on the date of this Agreement and on
each successive quarterly anniversary of such date, so long as any Loan or
Commitment is outstanding on such date; provided that if the Company
shall terminate the Commitments in their entirety pursuant to Section 2.10(a)
prior to the Termination Date, a pro rata portion of the Administrative
Fee relating to the period from the Termination Date to the end of the
applicable quarter shall be refundable.

(c) Time of Payment. The Company shall make payment of each
Bank's facility fee and of the Administrative Agent's
Administrative Fee hereunder, not later than Noon (New York City time) on the
date when due in Dollars and in immediately available funds, to the
Administrative Agent at its New York Office.

Section 2.10.
Reductions in Commitments; Repayments and Payments.

(a) Reductions of Total Commitment. After the Effective Date, the
Company shall have the right, upon at least three Business Days' prior
irrevocable written notice to the Administrative Agent, who will promptly notify
the Banks thereof, by telephone confirmed in writing, without premium or
penalty, to reduce or terminate the Total Commitment, in whole at any time or in
part from time to time, in minimum aggregate amounts of $10,000,000 (unless the
Total Commitment at such time is less than $10,000,000, in which case, in an
amount equal to the Total Commitment at such time) and, if such reduction is
greater than $10,000,000, in integral multiples of $5,000,000 in excess of such
amount, provided that (a) any such reduction of the Total
Commitment shall apply to the Commitment of each Bank in accordance with its pro
rata Share of the aggregate of such reduction, (b) any such
reduction in the Total Commitment shall be permanent and (c) after giving effect
to any such reduction, the Total Commitment shall equal or exceed an amount
equal to the sum of the aggregate outstanding principal amount of Loans
denominated in Dollars and the Currency Equivalent in Dollars of all outstanding
Loans denominated in Alternative Currencies.

(b) Voluntary Prepayments.


  
    (i) Subject, in the case of any Eurocurrency Rate Loan, to Section
    2.12(e), the applicable Borrower shall have the right to prepay any
    Syndicated Loan in whole at any time or in part from time to time without
    premium or penalty in an aggregate minimum amount of $10,000,000 (or the
    Currency Equivalent thereof) and integral multiples of $1,000,000 (or in the
    case of Loans denominated in an Alternative Currency, in integral multiples
    of 1,000,000 units) in excess of that amount or, if less, the outstanding
    principal amount of such Loan. The applicable Borrower shall give notice (by
    telex or telecopier, or by telephone (confirmed in writing promptly
    thereafter)) (which shall be irrevocable) to the Administrative Agent and
    each Bank of each proposed prepayment hereunder, (x) with respect
    to Base Rate Loans, not later than 10:30 A.M. on the Business Day
    preceding the day of the proposed repayment and (y) with respect to
    Eurocurrency Rate Loans, at least four Business Days prior to the day of the
    proposed prepayment, and in each case shall specify the proposed prepayment
    date (which shall be a Business Day), the aggregate principal amount of the
    proposed prepayment and what Loans are to be prepaid.

    (ii) No Borrower may prepay all or any portion of the principal amount of
    any Competitive Bid Loan prior to the maturity thereof.

  



(c) Mandatory Repayments.


  
    (i) The Administrative Agent shall calculate the aggregate outstanding
    principal amount of Loans outstanding on the date four Business Days in
    advance of any proposed Borrowing consisting of Eurocurrency Rate Loans or
    Competitive Bid LIBOR Loans, the date one Business Day in advance of a
    proposed Borrowing consisting of Base Rate Loans or Competitive Bid Absolute
    Rate Loans, the date of any Redenomination, the last day of any Interest
    Period and the last Business Day of any March, June, September or December,
    by adding (x) the principal amount of Loans denominated in Dollars and (y)
    the Currency Equivalent in Dollars of the principal amount of Loans
    denominated in each Alternative Currency. If the aggregate outstanding
    principal amount of Loans on any such date exceeds the amount equal to the
    product of 105% and the Total Commitment, the Borrowers jointly and
    severally shall immediately following notice from the Administrative Agent
    thereof prepay to the Administrative Agent the amount equal to the
    difference between the amount of the Loans (as calculated above) and the
    Total Commitment.

    (ii) Each Borrower shall repay to the relevant Bank (which shall promptly
    furnish notice thereof to the Administrative Agent) the unpaid principal
    amount of each Competitive Bid Loan made by such Bank hereunder on the
    maturity date with respect thereto and shall repay to the Administrative
    Agent the unpaid principal amount of each Syndicated Loan on the dates as
    provided herein, in each case, together with all accrued and unpaid interest
    thereon. Upon obtaining knowledge of an Event of Default, a Potential Event
    of Default, or any other default with respect to a Competitive Bid Loan, the
    Bank which made such Competitive Bid Loan shall notify the Administrative
    Agent thereof.

  



(d) Interest on Principal Amounts Prepaid. All prepayments under this
Section 2.10 shall be made together with accrued and unpaid interest to the date
of such prepayment on the principal amount prepaid and any other amounts payable
pursuant to Section 2.12(e) of this Agreement.

(e) Method and Place of Payment. Except as otherwise specifically
provided herein, all payments to be made by the applicable Borrower on account
of principal and interest on each Loan shall be made without setoff or
counterclaim by causing funds in an amount equal to each such payment to be
credited to the Account of the Administrative Agent, in the case of a Syndicated
Loan for the ratable account of each Bank, and to the Account of the relevant
Bank, in the case of a Competitive Bid Loan, in each case not later than 12:00
Noon (local time in the city in which the relevant Account is located) on the
date when due and shall be made in the currency in which such Loan is
denominated in same day funds (or, in the case of any Alternative Currency, in
such funds as may then be customary for the settlement of international
transactions in such Alternative Currency). Whenever any payment with respect to
any Loan shall be due on a day which is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day and, with respect to
payments of principal, interest shall be payable at the applicable rate during
such extension; provided, however, that with respect to
Eurocurrency Rate Loans and Competitive Bid LIBOR Loans, if the next succeeding
Business Day falls in another calendar month, such payments shall be made on the
next preceding Business Day. The Administrative Agent shall remit to each Bank
its pro rata Share of all such payments received in collected funds by
the Administrative Agent for the account of such Bank in respect of which such
payment is made. Such payments shall be made to the Account of each Bank. Upon
receipt of any principal payment with respect to a Competitive Bid Loan, the
receiving Bank shall promptly (and in any event within one Business Day thereof)
notify the Administrative Agent with respect thereto.

(f) Net Payments.


  
    (i) All payments by the applicable Borrower or the Company under this
    Agreement shall be made without setoff or counterclaim and (unless, in the
    case of Competitive Bid Loans only, otherwise agreed to between the Borrower
    and the Bank making any such Competitive Bid Loan), in such amounts as may
    be necessary in order that all such payments (after deduction or withholding
    for or on account of any present or future taxes, levies, imposts, duties or
    other charges of whatsoever nature imposed by any Governmental Authority,
    other than any tax on or measured by the net income of a Bank pursuant to
    the income tax laws of the United States or of the jurisdictions where such
    Bank's principal or Applicable Lending Office is located
    (collectively, "Taxes")) shall not be less than the amounts
    otherwise specified to be paid under this Agreement. If the applicable
    Borrower or the Company is required by law to make any deduction or
    withholding from any payment due hereunder, then the amount payable will be
    increased to such amount which, after deduction from such increased amount
    of all amounts required to be deducted or withheld therefrom, will not be
    less than the amount otherwise due and payable. Without prejudice to the
    foregoing, if any Bank or the Administrative Agent is required to make any
    payment on account of Taxes, the Company will, upon notification by the Bank
    or the Administrative Agent promptly indemnify such person against such
    Taxes, together with any interest, penalties and expenses payable or
    incurred in connection therewith. The Company shall also reimburse each
    Bank, upon the written request of such Bank, for taxes imposed on or
    measured by the net income of such Bank pursuant to the laws of the United
    States of America, any State or political subdivision thereof, or the
    jurisdiction in which the principal office or lending office of such Bank is
    located or under the laws of any political subdivision or taxing authority
    of any such jurisdiction as such Bank shall determine are payable by such
    Bank in respect of Taxes paid to or on behalf of such Bank pursuant to
    Section 2. For purposes of this Section, the term "Taxes"
    includes interest, penalties and expenses payable or incurred in connection
    therewith. A certificate as to any additional amounts payable to a Bank
    under this Section 2.10(f) submitted to the Company by such Bank
    shall, absent manifest error, be final, conclusive and binding for all
    purposes upon all parties hereto. With respect to each deduction or
    withholding for or on account of any Taxes, the Company shall promptly
    furnish to each Bank such certificates, receipts and other documents as may
    be required (in the judgment of such Bank) to establish any tax credit to
    which such Bank may be entitled.

    (ii) Each Bank shall supply to the Company, within a reasonable period
    after the date of execution of this Agreement, executed copies of Internal
    Revenue Service Form W-8ECI or W-8BEN (which indicates that
    the respective Bank is entitled to receive interest exempt from United
    States withholding tax) or any successor Forms, and shall update such Forms
    as necessary in order to retain their effectiveness, to the extent each such
    Bank is legally entitled to execute and deliver either of such Forms.

    (iii) With respect to any Taxes which are paid by any Borrower in
    accordance with the provisions of this Section 2.10(f), each Bank receiving
    the benefits of such payments of Taxes hereby agrees to pay to such Borrower
    any amounts refunded to such Bank which such Bank determines in its sole
    discretion to be a refund in respect of such Taxes.

  



(g) Order of Payment. Subject to the last sentence of this Section
2.10(g), all payments made by the applicable Borrower to the Administrative
Agent (other than payments to the Administrative Agent in its capacity as a Bank
which has made Competitive Bid Loans to such Borrower and or in connection with
any fee or indemnification payments not specifically designated under the terms
of this Agreement as being for the benefit of the Banks) shall be applied by the
Administrative Agent, on behalf of each Bank based on its pro rata Share,
(i) first, to the payment of expenses referred to in Section 10.02
hereof, (ii) second, to the payment of the fees referred to in Section
2.09 hereof, (iii) third, to the payment of accrued and unpaid interest on such
Bank's Base Rate Loans until all such accrued interest has been paid,
(iv) fourth, to the payment of accrued and unpaid interest on such
Bank's Eurocurrency Rate Loans until all such accrued interest has been
paid, (v) fifth, to the payment of the unpaid principal amount of such
Bank's Base Rate Loans, and (vi) sixth, to the payment of the unpaid
principal amount of such Bank's Eurocurrency Rate Loans. Notwithstanding
the foregoing, upon the occurrence and during the continuance of a Potential
Event of Default or an Event of Default, all payments made by the applicable
Borrower with respect to Loans shall be made to the Administrative Agent and
after being applied in accordance with clauses (i) and (ii) of this Section
2.10(g), shall be paid to the Banks pro rata based upon the aggregate
principal amount of Loans outstanding made by each Bank, and the payments
allocable to Syndicated Loans shall then be applied in accordance with clauses
(iii), (iv) and (v) of this Section 2.10(g).

Section 2.11     .
Use of Proceeds. The proceeds of the Loans made by the Banks to the
Borrowers may be used for acquisitions, repurchases of capital stock of the
Company, the funding of dividends payable to shareholders of the Company and for
general corporate purposes of the Borrowers.

Section 2.12     .
Special Provisions Governing
Eurocurrency Rate Loans and/or Competitive Bid Loans. Notwithstanding any
other provisions of this Agreement, the following provisions shall govern with
respect to Eurocurrency Rate Loans and Competitive Bid Loans as to the matters
covered, unless, in the case of Competitive Bid Loans, otherwise agreed to
between the Borrower and the Bank making any such Competitive Bid Loan:

(a) Determination of Interest Rate. As soon as practicable after 10:00
A.M. (New York City time) on an Interest Rate Determination Date, the
Administrative Agent shall determine (which determination shall, absent manifest
error, be final, conclusive and binding upon all parties) the interest rate
which shall apply to the Eurocurrency Rate Loans and the Competitive Bid LIBOR
Loans for which an interest rate is then being determined for the applicable
Interest Period and shall promptly give notice thereof (in writing or by
telephone confirmed in writing) to the Borrower requesting such Eurocurrency
Loan or Competitive Bid LIBOR Loan and to each Bank.

(b) Substituted Rate of Borrowing. In the event that on any Interest
Rate Determination Date any Bank (including the Administrative Agent) shall have
determined (which determination shall be final and conclusive and binding upon
all parties but, with respect to the following clauses (i) and (ii)(b), shall be
made only after consultation with the Company and the Administrative Agent)
that:


  
    (i) by reason of any changes arising after the date of this Agreement
    affecting the Eurocurrency market or affecting the position of that Bank in
    such market, adequate and fair means do not exist for ascertaining the
    applicable interest rate by reference to the Eurocurrency Rate with respect
    to the Eurocurrency Rate Loans or Competitive Bid LIBOR Loans as to which an
    interest rate determination is then being made; or

    (ii) by reason of (a) any change (including any changes proposed or
    published prior to the date hereof) after the date hereof in any applicable
    law or any governmental rule, regulation or order (or any interpretation or
    administration thereof and including the introduction of any new law or
    governmental rule, regulation or order (including any thereof proposed or
    published, prior to the date hereof)) or (b) other circumstances
    affecting that Bank or the Eurocurrency market or the position of that Bank
    in such market (such as, for example, but not limited to, official reserve
    requirements required by Regulation D to the extent not compensated pursuant
    to Section 2.14), the Eurocurrency Rate shall not represent the effective
    pricing to that Bank for deposits in the applicable currency of comparable
    amounts for the relevant period;

  



then, and in any such event, that Bank shall be an Affected Bank and it shall
promptly (and in any event as soon as possible after being notified of a
Borrowing) give notice (by telephone confirmed in writing) to the applicable
Borrower and the Administrative Agent (which notice the Administrative Agent
shall promptly transmit to each other Bank) of such determination. Thereafter,
such Borrower shall pay to the Affected Bank with respect to such Eurocurrency
Rate Loans or Competitive Bid LIBOR Loans, upon written demand therefor, but
only if such demand is made within 30 days of the end of the Interest Period for
such Interest Rate Determination Date, such additional amounts (in the form of
an increased rate of, or a different method of calculating, interest or
otherwise as the Affected Bank in its sole discretion shall reasonably
determine) as shall be required to cause the Affected Bank to receive interest
with respect to such Affected Bank's Eurocurrency Rate Loans or
Competitive Bid LIBOR Loans for the Interest Period following that Interest Rate
Determination Date (such Interest Period being an "Affected Interest
Period") at a rate per annum equal to the Eurocurrency
Margin or Bid Margin in excess of the effective pricing to the Affected Bank for
deposits in the applicable currency to make or maintain Eurocurrency Rate Loans
or Competitive Bid LIBOR Loans, as the case may be. A certificate as to
additional amounts owed the Affected Bank, showing in reasonable detail the
basis for the calculation thereof, submitted in good faith to the applicable
Borrower and the Administrative Agent by the Affected Bank shall, absent
manifest error, be final, conclusive and binding for all purposes.

(c) Required Termination and Prepayment. In the event that on any date
any Bank shall have reasonably determined (which determination shall be final
and conclusive and binding upon all parties) that the making or continuation of
its Eurocurrency Rate Loans in any currency has become unlawful by, or would be
inconsistent with, compliance by that Bank in good faith with any law,
governmental rule, regulation or order (whether or not having the force of law
and whether or not failure to comply therewith would be unlawful), or has become
impracticable as a result of a contingency occurring after the date of this
Agreement which materially and adversely affects the Eurocurrency market for
such currency, then, and in any such event, that Bank shall be an Affected Bank
and it shall promptly give notice (by telephone confirmed in writing) to the
applicable Borrower and the Administrative Agent (which notice the
Administrative Agent shall promptly transmit to each Bank) of that
determination. Subject to the prior withdrawal of a Notice of Syndicated
Borrowing or prepayment of the Eurocurrency Rate Loans of the Affected Bank as
contemplated by the following Section 2.12(d) hereof, the obligation of the
Affected Bank to make Eurocurrency Rate Loans denominated in the affected
currency during any such period shall be terminated at the earlier of the
termination of the Interest Period then in effect or when required by law and
the applicable Borrower shall no later than the termination of the Interest
Period in effect at the time any such determination pursuant to this Section
2.12(c) is made or earlier, when required by law, repay Eurocurrency Rate Loans
of the Affected Bank denominated in the affected currency together with all
interest accrued thereon.

(d) Options of the Borrowers. In lieu of paying an Affected Bank such
additional moneys as are required by Section 2.12(b), 2.12(i), 2.13 or 2.14
hereof or the prepayment of an Affected Bank required by Section 2.12(c), hereof
but in no event in derogation of Section 2.12(e) hereof, any Borrower may
exercise any one of the following options:


  
    (i) If the determination by an Affected Bank relates only to Eurocurrency
    Rate Loans then being requested by such Borrower pursuant to a Notice of
    Syndicated Borrowing or a Notice of Conversion/Continuation, the Borrower
    may by giving notice (by telephone confirmed in writing) to the
    Administrative Agent (who shall promptly give similar notice to each Bank)
    no later than the date immediately prior to the date on which such
    Eurocurrency Rate Loans are to be made, continued or converted withdraw as
    to the Affected Bank that Notice of Syndicated Borrowing or Notice of
    Conversion/Continuation, as the case may be; or

    (ii) If the determination by an Affected Bank relates only to Competitive
    Bid LIBOR Loans then being requested by such Borrower pursuant to a Notice
    of Competitive Bid Borrowing, the Borrower may by giving notice (by
    telephone confirmed in writing) to the Administrative Agent (who shall
    promptly give similar notice to each Bank) no later than the date
    immediately prior to the date on which such Competitive Bid LIBOR Loans are
    to be made, withdraw as to the Affected Bank that Notice of Competitive Bid
    Borrowing;

    (iii) If the determination by an Affected Bank relates
    only to Loans made in an Alternative Currency, the Borrower may if permitted
    by law Redenominate such Loans (subject to the prepayment provisions of
    Section 2.10(c) of this Agreement) in accordance with Section 2.12(m) of
    this Agreement into Dollars or such other Alternative Currency as to which
    such circumstances do not exist;

    (iv) If the determination by an Affected Bank relates only to Loans made
    in Dollars, upon written notice to the Administrative Agent and each Bank,
    such Borrower may terminate the obligations of the Banks to make Loans as,
    and to convert Loans into, Eurocurrency Rate Loans denominated in Dollars
    and in such event, the Borrower shall, prior to the time any payment
    pursuant to Section 2.12(c) hereof is required to be made or, if the
    provisions of Section 2.12(d) hereof are applicable, at the end of the then
    current Interest Period, convert all of such Eurocurrency Rate Loans into
    Base Rate Loans; or

    (v) Such Borrower may give notice (by telephone confirmed in writing) to
    the Affected Bank and the Administrative Agent (who shall promptly give
    similar notice to each Bank) and require the Affected Bank to make the
    Eurocurrency Rate Loan or Competitive Bid LIBOR Loan then being requested
    (if denominated in Dollars) as a Base Rate Loan or to continue to maintain
    its outstanding Base Rate Loan then the subject of a Notice of
    Conversion/Continuation as a Base Rate Loan or to convert its Eurocurrency
    Rate Loan then outstanding that is so affected (if denominated in Dollars)
    into a Base Rate Loan at the end of the then current Interest Period (or at
    such earlier time as prepayment is otherwise required to be made pursuant to
    Section 2.12(c) hereof), that notice to pertain only to the Loans of the
    Affected Bank and to have no effect on the obligations of the other Banks to
    make or maintain Eurocurrency Rate Loans or to convert Base Rate Loans into
    Eurocurrency Rate Loans.

  



(e) Compensation. The Company shall compensate each Bank, upon written
request by that Bank (which request shall set forth in reasonable detail the
basis for requesting such amounts), for all reasonable losses, expenses and
liabilities (including, without limitation, any interest paid by that Bank to
lenders of funds borrowed by it to make or carry its Eurocurrency Rate Loans and
Competitive Bid Loans and any loss (other than loss of margins) sustained by
that Bank in connection with the re-employment of such funds), which
that Bank may sustain with respect to any Borrower's Eurocurrency Rate
Loans or Competitive Bid Loans if for any reason (other than a default or error
by that Bank) a borrowing of any Eurocurrency Rate Loan or Competitive Bid Loan
does not occur on a date specified therefor in a Notice of Borrowing or Notice
of Conversion/Continuation or a telephonic request for borrowing, any repayment
or conversion of any of such Bank's Eurocurrency Rate Loans or
Competitive Bid Loans occurs on a date which is not the last day of the Interest
Period applicable to that Eurocurrency Rate Loan or Competitive Bid Loan (if
applicable), any repayment of any such Bank's Eurocurrency Rate Loans or
Competitive Bid Loans is not made on any date specified in a notice of repayment
given by the Borrower, or as a consequence of any other failure by the Borrower
to repay such Bank's Eurocurrency Rate Loans or Competitive Bid Loans
when required by the terms of this Agreement.

(f) Quotation of Eurocurrency Rate. Anything herein to the contrary
notwithstanding, if on any Interest Rate Determination Date no Eurocurrency Rate
is available by reason of the failure or inability of all Reference Banks to
provide offered quotations to the Administrative Agent in accordance with the
definition of "Eurocurrency Rate", the Administrative Agent
shall give the applicable Borrowers and each Bank prompt notice thereof and the
Syndicated Loans requested shall be made as Base Rate Loans.

(g) Affected Bank's Obligation to Mitigate. Each Bank agrees
that, as promptly as practicable after it becomes aware of the occurrence of an
event or the existence of a condition that would cause it to be an Affected Bank
under Section 2.12(b) or 2.12(c) hereof, it will, to the extent not inconsistent
with such Bank's internal policies, use reasonable efforts to make, fund
or maintain the affected Loans of such Bank through another Applicable Lending
Office if as a result thereof the additional moneys which would otherwise be
required to be paid in respect of such Loans pursuant to Section 2.12(b) hereof
would be materially reduced or the illegality or other adverse circumstances
which would otherwise require prepayment of such Loans pursuant to Section
2.12(c) hereof would cease to exist and if, as determined by such Bank, in its
sole discretion, the making, funding or maintaining of such Loans through such
other Applicable Lending Office would not otherwise materially adversely affect
such Loans or such Bank. The Company hereby agrees to pay all reasonable
expenses incurred by any Bank in utilizing another Applicable Lending Office
pursuant to this Section 2.12(g).

(h) Booking of Loans. Each Loan shall be booked by the Bank making
such Loan at, to, or for the account of, its Applicable Lending Office for such
Loan.

(i) Increased Costs. Except as provided in Section 2.12(b), if, by
reason of (x) after the date hereof, the introduction of or any change
(including, without limitation, any change by way of imposition or increase of
reserve requirements) in or in the interpretation of any law or regulation
(whether or not proposed or published prior to the date hereof), or
(y) the compliance with any guideline or request from any central bank
or other Governmental Authority or quasi-governmental authority
exercising control over banks or financial institutions generally (whether or
not having the force of law):


  
    (i) any Bank (or its Applicable Lending Office) shall be subject to any
    tax, duty or other charge with respect to its Eurocurrency Rate Loans or
    Competitive Bid Loans or its obligation to make Eurocurrency Rate Loans or
    Competitive Bid Loans, or shall change the basis of taxation of payments to
    any Bank of the principal of or interest on its Eurocurrency Rate Loans or
    Competitive Bid Loans or its obligation to make Eurocurrency Rate Loans or
    Competitive Bid Loans (except for changes in the rate of tax on the overall
    net income of such Bank or its Applicable Lending Office imposed by the
    jurisdiction in which such Bank's principal executive office or
    Applicable Lending Office is located); or

    (ii) any reserve (including, without limitation, any imposed by the
    Board), special deposit or similar requirement against assets of, deposits
    with or for the account of, or credit extended by, any Bank's
    Applicable Lending Office shall be imposed or deemed applicable or any other
    condition affecting its Eurocurrency Rate Loans or Competitive Bid Loans or
    its obligation to make Eurocurrency Rate Loans or Competitive Bid Loans
    shall be imposed on any Bank or its Applicable Lending Office or the
    interbank Eurocurrency market;

  



and as a result thereof there shall be any increase in the cost to that Bank
of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or
Competitive Bid Loans (except to the extent such Bank is entitled to
compensation therefor during the relevant Interest Period pursuant to Section
2.14), or there shall be a reduction in the amount received or receivable by
that Bank or its Applicable Lending Office, then the Borrower shall from time to
time, upon written notice from and demand by that Bank (which shall be promptly
furnished upon the Banks being made subject thereto) (with a copy of such notice
and demand to the Administrative Agent), pay to the Administrative Agent for the
account of that Bank, within five Business Days after the date specified in such
notice and demand, additional amounts sufficient to indemnify that Bank against
such increased cost. A certificate as to the basis for and calculation of the
amount of such increased cost, submitted to the Borrower and the Administrative
Agent by that Bank, shall, absent manifest error, be final, conclusive and
binding for all purposes.

(j) Assumption Concerning Funding of Eurocurrency Rate Loans.
Calculation of all amounts payable to a Bank under this Section 2.12 in respect
of a Eurocurrency Rate Loan shall be made as though that Bank had actually
funded its Eurocurrency Rate Loan through the purchase of a Eurocurrency
deposit, bearing interest at the Eurocurrency Rate applicable to such
Eurocurrency Rate Loan in an amount equal to the amount of the Eurocurrency Rate
Loan and having a maturity comparable to the relevant Interest Period and
through the transfer of such Eurocurrency deposit, from an offshore office of
that Bank to a domestic office of that Bank in the United States of America; provided,
however, that each Bank may fund each of its Eurocurrency Rate Loans in
any manner it sees fit and the foregoing assumption shall be utilized only for
the calculations of amounts payable under this Section 2.12.

(k) Eurocurrency Rate Loans and Competitive Bid Loans After Default.
Unless the Required Banks shall otherwise agree, after the occurrence of and
during the continuance of a Potential Event of Default or an Event of Default,
the Borrowers may not elect to have a Eurocurrency Rate Loan or Competitive Bid
Loan be made or have any Eurocurrency Rate Loan continued or have any Base Rate
Loan converted into a Eurocurrency Rate Loan.

(l) Eurocurrency Rate Taxes. The Company agrees that:


  
    (i) Promptly upon notice from any Bank to the Company, the Company will
    pay, prior to the date on which penalties attach thereto, all present and
    future income, stamp and other taxes, levies, or costs and charges
    whatsoever imposed, assessed, levied or collected on or in respect of any
    Borrower's Eurocurrency Rate Loans or Competitive Bid LIBOR Loans
    solely as a result of the interest rate being determined by reference to the
    Eurocurrency Rate, as the case may be, and/or the provisions of this
    Agreement relating to the Eurocurrency Rate and/or the recording,
    registration, notarization or other formalization of any thereof (all such
    taxes, levies, costs and charges being herein collectively called "Eurocurrency
    Rate Taxes"); provided that Eurocurrency Rate Taxes shall
    not include taxes imposed on or measured by the overall net income of that
    Bank by the country under the laws of which such Bank is organized or any
    political subdivision or taxing authority thereof or therein, or taxes
    imposed on or measured by the overall income of any branch or subsidiary of
    that Bank (whether gross or net income) by any jurisdiction or subdivision
    thereof in which that branch or subsidiary is doing business. The Company
    shall also pay such additional amounts equal to increases in taxes payable
    by that Bank which increases are attributable to payments made by the
    Company described in the immediately preceding sentence or this sentence.
    Promptly after the date on which payment of any such Eurocurrency Rate Tax
    is due pursuant to applicable law, the Company will, at the request of that
    Bank, furnish to that Bank evidence, in form and substance satisfactory to
    that Bank, that the Company has met its obligation under this Section
    2.12(l); and

    (ii) The Company will indemnify each Bank against, and reimburse each
    Bank on demand for, any Eurocurrency Rate Taxes payable under clause (i)
    above, as the case may be, as determined by that Bank in its good faith
    discretion. That Bank shall provide the Company with appropriate receipts
    for any payments or reimbursements made by the Borrower pursuant to this
    clause (ii).

  



(m) Redenomination. In the case of Section
2.12(d)(iii) of this Agreement, the affected Borrower may upon notice to the
Administrative Agent and the Banks given on the same day as the notification
provided for therein request that all Loans in an Alternative Currency be
Redenominated into Dollars or some other specified Alternative Currency. Such
Redenomination shall be equal to the Currency Equivalent in Dollars or the other
Alternative Currency of such Loan. Each such notice of request of a
Redenomination shall specify the Loans to be Redenominated, the currency into
which such Loans are to be Redenominated and the duration of the Interest Period
for such Loans upon being so Redenominated. In addition, the affected Borrower
hereby agrees to indemnify each Bank against all losses, including loss of
profit and expenses, including, but not limited to, losses contemplated by
Section 2.12(e) of this Agreement and losses related to foreign exchange risks
suffered as a result of such Redenomination. A certificate of the applicable
Bank as to the amount required to be paid by the affected Borrower under this
Section 2.12(m) shall accompany a demand for such payment and shall be
conclusive and binding for all purposes, absent manifest error.

Section 2.13     .
Capital
Requirements. If while any portion of the Total Commitment is in effect or
any Loans are outstanding, any Bank determines that the adoption of any law,
treaty, rule, regulation, guideline or order regarding capital adequacy or
capital maintenance or any change therein, or any change in the interpretation
or administration thereof by any Governmental Authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by such Bank, with any request or directive regarding capital
adequacy or capital maintenance (whether or not having the force of law and
whether or not the failure to comply therewith would be unlawful) of any such
Governmental Authority, central bank or comparable agency, has or would have the
effect of increasing the amount of capital required to be maintained by such
Bank (including, without limitation, with respect to any Bank's
Commitment or Competitive Bid Loans outstanding), then the Company shall from
time to time, within 15 days of written notice and demand from such Bank (with a
copy to the Administrative Agent), pay to the Administrative Agent, for the
account of such Bank, additional amounts sufficient to compensate such Bank for
the cost of such additional required capital. A certificate showing in
reasonable detail the computations made in arriving at such cost, submitted to
the Company and the Administrative Agent by such Bank shall, absent manifest
error, be final, conclusive and binding for all purposes.

Section 2.14     .
Regulation D Compensation. If and so long as a reserve requirement of
the type described in the definition of "Eurocurrency Reserve
Percentage" is prescribed by the Board of Governors of the Federal Reserve
System (or any successor), each Bank subject to such requirement may require the
Borrower to pay, contemporaneously with each payment of interest on each of such
Bank's Eurocurrency Loans additional interest on such Eurocurrency Loan
at a rate per annum determined by such Bank up to but not exceeding the excess
of (i) (A) the applicable Eurocurrency Rate divided by (B) one minus the
Eurocurrency Reserve Percentage over (ii) the applicable Eurocurrency Rate. Any
Bank wishing to require payment of such additional interest (x) shall so notify
the Borrower and the Administrative Agent, in which case such additional
interest on the Eurocurrency Loans of such Bank shall be payable to such Bank at
the place indicated in such notice with respect to each Interest Period
commencing at least three Business Days after such Bank gives such notice and
(y) shall notify the Borrower at least five Business Days before each date on
which interest is payable on the Eurocurrency Loans of the amount then due it
under this Section.

Article 3

Conditions To Loans

Section 3.01. Conditions
To Initial Loans. The obligation of each Bank to make the Initial
Loans is, in addition to the conditions precedent specified in Section 3.02,
subject to satisfaction of each of the following conditions:

(a) On or before the Effective Date, the Company shall have delivered to the
Banks (or to the Administrative Agent with sufficient copies, originally
executed where appropriate, for each Bank) each, unless otherwise noted, dated
the Effective Date:


  
    (i) Certified copies of its Certificate of Incorporation, together with a
    good standing certificate from the Secretary of State of the jurisdiction of
    its incorporation, each to be dated a recent date prior to the Effective
    Date;

    (ii) Copies of its Bylaws, certified as of the Effective Date by its
    corporate secretary or an assistant secretary;

    (iii) Resolutions of its Board of Directors, directly or indirectly,
    approving and authorizing the execution, delivery and performance of this
    Agreement and any other documents, instruments and certificates required to
    be executed by the Company in connection herewith and, directly or
    indirectly, approving and authorizing the incurrence of the Loans, each
    certified as of the Effective Date by its corporate secretary or an
    assistant secretary as being in full force and effect without modification
    or amendment;

    (iv) Signature and incumbency certificates with respect to the Persons
    executing this Agreement;

    (v) Executed copies of this Agreement; and

    (vi) Such other documents as the Administrative Agent may reasonably
    request.

  



(b) The Administrative Agent shall have received an originally executed copy
of the favorable written opinion of Nancy K. Cassidy, Esq., Senior Associate
General Counsel of the Company, dated as of the Effective Date, substantially in
the form of Exhibit B annexed hereto; the Company hereby expressly
instructs such counsel to prepare such opinion and deliver it to the Banks for
their benefit and such opinion shall contain a statement to that effect.

(c) The Administrative Agent shall have received an originally executed copy
of the favorable written opinion of Davis Polk & Wardwell, special counsel
to the Agents, dated as of the Effective Date, substantially in the form of
Exhibit C annexed hereto.

(d) The Credit Agreement, dated as of April 1, 1998, as amended (the "1998
Credit Agreement"), among the Company, the Banks listed therein, Morgan
Guaranty Trust Company of New York, as administrative agent, The Chase Manhattan
Bank, Citicorp Securities, Inc. and Deutsche Bank AG, New York Branch, as
co-syndication agents and all commitments to lend thereunder shall have
been terminated and the obligations of the Borrowers thereunder shall have been
discharged in full; provided that the written notice of termination by
the Company pursuant to the 1998 Credit Agreement may state that such notice is
conditioned on the occurrence of the Effective Date.

(e) The Credit Agreement, dated as of November 20, 2001 (the "2001
Credit Agreement"), among the Company, the Banks listed therein and
JPMorgan Chase, as administrative agent, and all commitments to lend thereunder
shall have been terminated and the obligations of the Company thereunder shall
have been discharged in full.

The Administrative Agent shall promptly notify the Company, the Banks and the
Administrative Agent of the satisfaction of the conditions set forth in this
Section 3.01, and such notice shall be conclusive and binding on all parties
hereto. Promptly thereafter, the notes issued by the Borrowers under the 1998
Credit Agreement and the 2001 Credit Agreement shall be returned by the lenders
thereunder to the Company, marked "Cancelled".

Section 3.02     .
Conditions to All Loans. The
obligation of each Bank to make any Loans pursuant to a Notice of Borrowing is
subject to prior or concurrent satisfaction or waiver by the Required Banks in
the case of Syndicated Loans, and the Bank making the relevant Loan in the case
of Competitive Bid Loans, of the following further conditions precedent:

(a) With respect to any such Loan, the Administrative Agent shall have
received, before the Funding Date thereof, an originally executed Notice of
Borrowing signed by any of the chief executive officer, the chief financial
officer, the treasurer or any assistant treasurer of the Company (the furnishing
by the Company of each such Notice of Borrowing shall be deemed to constitute a
representation and warranty of the Company that each of the conditions set forth
in Section 3.02(b) hereof will be satisfied on the related Funding Date);

(b) As of the Funding Date of such Loan:


  
    (i) With respect to such Loan the representations and warranties
    contained herein shall be true, correct and complete in all material
    respects on and as of that Funding Date to the same extent as though made on
    and as of that date, except that the representations and warranties need not
    be true and correct to the extent that changes in the facts and conditions
    on which such representations and warranties are based are required or
    permitted under this Agreement, except that the representations and
    warranties set forth in Section 4.04 shall not apply, and except that the
    representations and warranties set forth in Section 4.05 shall not apply to
    Competitive Bid Loans which do not increase the aggregate principal amount
    of such Competitive Bid Loans then outstanding with Banks making the same;

    (ii) No event shall have occurred and be continuing or would result from
    the consummation of the Loans on such Funding Date and the use of the
    proceeds thereof which would constitute (a) an Event of Default or
    (b) a Potential Event of Default;

    (iii) Each Borrower shall have performed in all material respects all
    agreements and satisfied in all material respects all conditions which this
    Agreement provides shall be performed by it on or before such Funding Date;

    (iv) No order, judgment or decree of any court, arbitrator or
    governmental authority shall purport to enjoin or restrain that Bank from
    making that Loan; and

    (v) The making of the Loans requested on such Funding Date shall not
    violate Regulation T, Regulation U or Regulation X of the Board or any other
    regulation of the Board or the Exchange Act.

  



Section 3.03. Conditions
To Loans To Subsidiary Borrowers.

(a) Concurrently with or before the designation by the Company of any of its
Subsidiaries as a Subsidiary Borrower, the Company shall deliver, or cause to be
delivered, to the Banks (or to the Administrative Agent for the Banks with
sufficient originally executed copies, where appropriate, for each Bank) with
respect to such Subsidiary Borrower, each, unless otherwise noted, dated the
Designation Date:


  
    (i) Certified copies of such Subsidiary Borrower's Certificate of
    Incorporation, together with a good standing certificate from the Secretary
    of State of the State of incorporation of such Subsidiary Borrower, each to
    be dated a recent date prior to the Designation Date;

    (ii) Copies of such Subsidiary Borrower's Bylaws, certified as of
    the Designation Date by its corporate secretary or an assistant secretary;

    (iii) Resolutions of such Subsidiary Borrower's Board of
    Directors approving and authorizing the execution, delivery and performance
    of this Agreement and any other documents, instruments and certificates to
    be executed by such Subsidiary Borrower in connection herewith or therewith
    and approving and authorizing the incurrence of Loans by such Subsidiary
    Borrower, each certified as of the Designation Date by its corporate
    secretary or an assistant secretary as being in full force and effect
    without modification or amendment;

    (iv) Signature and incumbency certificates of such Subsidiary
    Borrower's officers executing a Loan Assumption Agreement
    substantially in the form of Exhibit G hereto; and

    (v) Such other documents as the Administrative Agent may reasonably
    request.

  



(b) The Administrative Agent shall have received an originally executed copy
of the favorable written opinion of Nancy K. Cassidy, Esq, Senior Associate
General Counsel of the Company, dated as of the Designation Date, relating to
such Subsidiary Borrower, substantially in the form of Exhibit B annexed hereto,
with such changes as are acceptable to the Administrative Agent to reflect that
such opinion relates to such Subsidiary Borrower, rather than to the Company;
the Company hereby expressly instructs such counsel to prepare such opinion and
deliver it to the Banks for their benefit and such opinion shall contain a
statement to that effect.

Article 4

Representations and Warranties

In order to induce the Banks to enter into this Agreement and to make the
Loans, the Company and each Borrower (as to itself only) represents and warrants
to each Bank as of the Effective Date that the following statements are true,
correct and complete:

Section 4.01.
Organization, Powers And Good Standing.

(a) Organization and Powers. Each Borrower is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation. Each Borrower has all requisite corporate
power and authority to own and operate its properties and to carry on its
business as now conducted and proposed to be conducted, except where the lack of
corporate power and authority would not have a Material Adverse Effect and to
enter into this Agreement and to carry out the transactions contemplated hereby.

(b) Good Standing. Each Borrower is in good standing wherever
necessary to carry on its present business and operations, except in
jurisdictions in which the failure to be in good standing would not have a
Material Adverse Effect.

Section 4.02.
Authorization Of Borrowing, Etc..

(a) Authorization of Borrowing. The execution, delivery and
performance of this Agreement (and in the case of each Subsidiary Borrower, its
Loan Assumption Agreement), and the borrowing of the Loans have been duly
authorized by all necessary corporate action by each Borrower.

(b) No Conflict. The execution, delivery and performance by each
Borrower of this Agreement (and in the case of each Subsidiary Borrower, its
Loan Assumption Agreement) and any Notes and the borrowing of the Loans do not
and will not violate any provision of law applicable to the Company or any of
its Subsidiaries, violate the Certificate of Incorporation or Bylaws of the
Company or any of its Subsidiaries, violate any order, judgment or decree of any
court or other Governmental Authority binding on the Company or any of its
Subsidiaries, conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any Contractual Obligation of
the Company or any of its Subsidiaries, or result in or require the creation or
imposition of any material Lien upon any of the material properties or assets of
the Company or any of its Subsidiaries or require any approval of stockholders
or any approval or consent of any Person under any Contractual Obligation of the
Company or any of its Subsidiaries other than such approvals and consents which
have been or will be obtained on or before the Effective Date.

(c) Governmental Consents. The execution, delivery and performance by
each Borrower of this Agreement (and in the case of each Subsidiary Borrower,
its Loan Assumption Agreement) and the issuance, delivery and performance by
each Borrower of any Notes will not require on the part of such Borrower any
registration with, consent or approval of, or notice to, or other action to,
with or by, any Governmental Authority other than any such registration,
consent, approval, notice or other action which has been duly made, given or
taken.

(d) Binding Obligation. This Agreement is and any Notes to be issued
and each Loan Assumption Agreement when executed and delivered and each Loan
when made will be a legally valid and binding obligation of the Company and/or
the applicable Borrower, as the case may be, enforceable against the Company
and/or the applicable Borrower, as the case may be, in accordance with its
respective terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors' rights generally or by equitable principles relating to
enforceability.

Section 4.03. Financial Condition. The
Company has delivered to the Banks the audited consolidated financial statements
of the Company and its subsidiaries for the year ended December 29, 2001 as set
forth in the Company's Annual Report on Form 10-K for the fiscal
year ended December 29, 2001 (the "Financial Statements"). All
such Financial Statements were prepared in accordance with generally accepted
accounting principles except for the preparation of footnote disclosures for the
unaudited statements. All such Financial Statements fairly present the
consolidated financial position of the Company and its subsidiaries as at the
respective dates thereof and the consolidated statements of income and cash
flows of the Company and its Subsidiaries for each of the periods covered
thereby, subject, in the case of any unaudited interim financial statements, to
changes resulting from normal year-end adjustments.

Section 4.04. No Adverse Material Change.
Since December 29, 2001, there has
been no change in the business, operations, properties, assets or condition
(financial or otherwise) of the Company or any of its Subsidiaries, which has
been, either in any case or in the aggregate, materially adverse to the Company
and its Subsidiaries, taken as a whole.

Section 4.05. Litigation. Except
as disclosed in the Company's Annual Report on Form 10-K for the
fiscal year ended December 29, 2001 and in the Financial Statements delivered to
the Banks pursuant to Section 4.03 hereof, there is no action, suit, proceeding,
governmental investigation (including, without limitation, any of the foregoing
relating to laws, rules and regulations relating to the protection of the
environment, health and safety) of which the Company has knowledge or
arbitration (whether or not purportedly on behalf of the Company or any of its
Subsidiaries) at law or in equity or before or by any Governmental Authority,
domestic or foreign, pending or, to the knowledge of the Company, threatened
against or affecting the Company or any of its Subsidiaries or any property of
the Company or any of its Subsidiaries which is probable of being successful and
which would have a Material Adverse Effect.

Section 4.06. Payment of Taxes. Except
to the extent permitted by Section 5.03, all taxes, assessments, fees and other
governmental charges upon the Company and each of its Subsidiaries and upon
their respective properties, assets, income and franchises which are material to
the Company and its Subsidiaries, taken as a whole, and were due and payable,
have been paid.

Section 4.07. Governmental
Regulation.  Neither the
Company nor any of its Subsidiaries is subject to regulation under the Public
Utility Holding Company Act of 1935 or to any federal or state statute or
regulation limiting its ability to incur Indebtedness for money borrowed as
contemplated by this Agreement.

(a) Neither the Company nor any of its Subsidiaries is an "investment
company" within the meaning of the Investment Company Act of 1940, as
amended.

Section 4.08. Securities Activities. Neither
the Company nor any of its Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
purchasing or carrying any Margin Stock.

Section 4.09. ERISA Compliance. 


(a) The Company and its Subsidiaries and each of their respective ERISA
Affiliates are in compliance in all material respects with all applicable
provisions of ERISA and the regulations and published interpretations thereunder
with respect to all Pension Plans and all Multiemployer Plans.

(b) No Termination Event has occurred or is reasonably expected to occur with
respect to any Pension Plan, as the case may be, which has resulted or would
result in any material liability to the PBGC (or any successor thereto) or to
any other Person under Section 4062, 4063, or 4064 of ERISA.

(c) Neither the Company nor any of its ERISA Affiliates has incurred or
reasonably expects to incur any withdrawal liability under Part E of
Title IV of ERISA to any Multiemployer Plan individually or in the
aggregate in excess of $50,000,000.

(d) The sum of the amount of unfunded benefit liabilities under all Pension
Plans (excluding each Pension Plan with an amount of unfunded benefit
liabilities of zero or less) is not more than $100,000,000.

(e) Neither the Company nor any of its ERISA Affiliates has incurred any
accumulated funding deficiency (whether or not waived) with respect to any
Pension Plan individually or in the aggregate in excess of $2,000,000.

(f) Neither the Company nor any of its ERISA Affiliates has or reasonably
expects to become subject to a lien in favor of any Pension Plan under
Section 302(f) of ERISA individually or in the aggregate in excess of
$1,000,000.

(g) Neither the Company nor any of its ERISA Affiliate has or reasonably
expects to become subject to a requirement to provide security to any Pension
Plan under Section 307 of ERISA individually or in the aggregate in excess of
$10,000,000.

As used in this Section 4.09, the term "amount of unfunded benefit
liabilities" has the meaning specified in Section 4001(a)(18)
of ERISA, and the term "accumulated funding deficiency" has the
meaning specified in Section 302 of ERISA and Section 412 of
the Code.

Section 4.10. Certain Fees.

No broker's or finder's fee or
commission will be payable by the Company with respect to the offer, issuance
and sale of any Note or the borrowing of any Loan comprising a Syndicated Loan
or Competitive Bid Loan or the execution, delivery and performance of this
Agreement.

 

Article 5

Affirmative Covenants

The Company covenants and agrees that, so long as any of the Commitments
hereunder shall be in effect and until payment in full of all Loans unless
Required Banks shall otherwise give prior written consent, it shall perform all
covenants in this Section 5:

Section 5.01. Financial Statements And Other
Reports.

The Company will maintain, and cause each of its subsidiaries to maintain, a
system of accounting established and administered in accordance with sound
business practices to permit preparation of consolidated financial statements in
conformity with generally accepted accounting principles in effect from time to
time. The Company will deliver to the Banks (except to the extent otherwise
expressly provided below in Section 5.01(b)(ii)):

(a) (i) as soon as practicable and in any event within 45 days after the end of
each fiscal quarter ending after the Effective Date in the Company's
fiscal year the consolidated balance sheet of the Company and its consolidated
subsidiaries as at the end of such period, and the related consolidated
statements of income and cash flows of the Company and its consolidated
subsidiaries in each case certified by the chief financial officer or controller
of the Company that they fairly present the financial condition of the Company
and its consolidated subsidiaries as at the dates indicated and the results of
their operations and changes in their cash flows, subject to changes resulting
from audit and normal year-end adjustments, based on their respective
normal accounting procedures applied on a consistent basis (except as noted
therein);


  
    (ii) as soon as practicable and in any event within 90 days after the end
    of each fiscal year the consolidated balance sheet of the Company and its
    consolidated subsidiaries as at the end of such year and the related
    consolidated statements of income and cash flows of the Company and its
    consolidated subsidiaries for such fiscal year, accompanied by a report
    thereon of independent certified public accountants of recognized national
    standing selected by the Company which report shall be unqualified as to
    going concern and scope of audit and shall state that such consolidated
    financial statements present fairly the financial position of the Company
    and its consolidated subsidiaries as at the dates indicated and the results
    of their operations and changes in their cash flows for the periods
    indicated in conformity with generally accepted accounting principles
    applied on a basis consistent with prior years (except as noted in such
    report) and that the examination by such accountants in connection with such
    consolidated financial statements has been made in accordance with generally
    accepted auditing standards;

  



(b) (i) together with each delivery of financial statements of the Company and
its consolidated subsidiaries pursuant to subdivisions (a)(i) and (a)(ii)
above, an Officer's Certificate of the Company stating that the signer
has reviewed the terms of this Agreement and has made, or caused to be made
under such signer's supervision, a review in reasonable detail of the
transactions and condition of the Company and its consolidated subsidiaries
during the accounting period covered by such financial statements and that such
review has not disclosed the existence during or at the end of such accounting
period, and that the signer does not have knowledge of the existence as at the
date of the Officers' Certificate, of any condition or event which
constitutes an Event of Default or Potential Event of Default, or, if any such
condition or event existed or exists, specifying the nature and period of
existence thereof and what action the Company has taken, is taking and proposes
to take with respect thereto; and a Compliance Certificate demonstrating in
reasonable detail compliance (as determined in accordance with GAAP during and
at the end of such accounting periods) with the restrictions contained in
Section 6.03 and, in addition, a written statement of the chief accounting
officer, chief financial officer, any vice president or the treasurer or any
assistant treasurer of the Company describing in reasonable detail the
differences between the financial information contained in such financial
statements and the information contained in the Compliance Certificate relating
to the Company's compliance with Section 6.03 hereof;


  
    (ii) promptly upon their becoming available but only to the extent
    requested by a Bank, copies of all publicly available financial statements,
    reports, notices and proxy statements sent or made available generally by
    the Company to its security holders or by any Subsidiary of the Company to
    its security holders other than the Company or another Subsidiary, of all
    regular and periodic reports and all registration statements and
    prospectuses, if any, filed by the Company or any of its Subsidiaries with
    any securities exchange or with the Securities and Exchange Commission and
    of all press releases and other statements made available generally by the
    Company or any Subsidiary to the public concerning material developments in
    the business of the Company and its Subsidiaries;

    (iii) promptly upon the chairman of the board, the chief executive
    officer, the president, the chief accounting officer, the chief financial
    officer, the treasurer or the general counsel of the Company obtaining
    knowledge (a) of any condition or event which constitutes an Event of
    Default or Potential Event of Default, (b) that any Person has
    given any notice to the Company or any Subsidiary of the Company or taken
    any other action with respect to a claimed default or event or condition of
    the type referred to in Section 7.02, or (c) of a material
    adverse change in the business, operations, properties, assets or condition
    (financial or otherwise) of the Company and its Subsidiaries, taken as a
    whole, an Officer's Certificate specifying the nature and period of
    existence of any such condition or event, or specifying the notice given or
    action taken by such holder or Person and the nature of such claimed
    default, Event of Default, Potential Event of Default, event or condition,
    and what action the Company has taken, is taking and proposes to take with
    respect thereto; and

    (iv) with reasonable promptness, such other information and data with
    respect to the Company or any of its subsidiaries as from time to time may
    be reasonably requested by any Bank.

  



Information required to be delivered pursuant to Sections 5.01(a) and
5.01(b)(ii) above shall be deemed to have been delivered on the date on which
the Company provides notice to the Banks that such information has been posted
on the Company's website on the Internet at the website address listed
on the signature pages hereof, at sec.gov/edaux/searches.htm or at another
website identified in such notice and accessible by the Banks without charge; provided
that (i) such notice may be included in a certificate delivered pursuant to
Section 5.01(b) and (ii) the Borrower shall deliver paper copies of the
information referred to in Sections 5.01(a) and 5.01(b)(ii) to any Lender which
requests such delivery.

Section 5.02. Conduct Of Business And Corporate
Existence.  Except as permitted
by Section 6.01, the Company will at all times preserve and keep in full force
and effect its corporate existence and rights and franchises material to the
business of the Company and its Subsidiaries, taken as a whole.

Section 5.03. Payment
of Taxes. The Company will, and will cause each of its Subsidiaries to, pay
all taxes, assessments and other governmental charges imposed upon it or any of
its properties or assets or in respect of any of its franchises, business,
income or property when due which are material to the Company and its
Subsidiaries, taken as a whole, provided that no such amount need be paid
if being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted and if such reserve or other appropriate provision, if
any, as shall be required in conformity with generally accepted accounting
principles shall have been made therefor.

Section 5.04. Maintenance Of Properties; Insurance.
The
Company will maintain or cause to be maintained in good repair, working order
and condition all material properties used or useful in its business of the
Company and its Subsidiaries and from time to time will make or cause to be made
all appropriate material repairs and renewals thereto and replacements thereof.
The Company will maintain or cause to be maintained, with financially sound and
reputable insurers, insurance with respect to its material properties and
business and the material properties and business of its Subsidiaries against
loss or damage of the kinds customarily insured against by corporations of
established reputation engaged in the same or similar businesses and similarly
situated, of such types and in such amounts as are customarily carried under
similar circumstances by such other corporations and to the extent reasonably
prudent may self-insure.

Section 5.05. Inspection. The
Company shall permit any authorized representatives designated by any Bank to
visit and inspect any of the properties of the Company or any of its
Subsidiaries, including its and their financial and accounting records, and, to
make copies and take extracts therefrom, and to discuss its and their affairs,
finances and accounts with its and their officers, all upon reasonable notice
and at such reasonable times during normal business hours and as often as may be
reasonably requested; provided that any confidential information so
obtained by any Bank shall remain confidential except where disclosure is
mandated by applicable laws or such information otherwise becomes public other
than by a breach by such Bank of this Section 5.05; provided further
that this Section shall not prohibit any Bank from disclosing to any Agent (or
any Agent from disclosing to any Bank) any Event of Default or Potential Event
of Default.

Section 5.06. Compliancce With Laws. The
Company and its Subsidiaries shall exercise all due diligence in order to comply
in all material respects with the requirements of all applicable laws, rules,
regulations and orders of any Governmental Authority (including, without
limitation, laws, rules and regulations relating to the disposal of hazardous
wastes and asbestos in the environment and ERISA), noncompliance with which
would have a Material Adverse Effect.

Article 6

Negative Covenants

The Company covenants and agrees that, so long as any of the Commitments
shall be in effect and until payment in full of all of the Loans, unless the
Required Banks shall otherwise give prior written consent, it will perform all
covenants in this Section 6:

Section 6.01. Merger.
The Company may not consolidate with, merge with or into or sell, lease or
otherwise transfer all or substantially all of its assets (as an entirety or
substantially as an entirety in one transaction or a series of related
transactions) to any Person unless:


  
    (i) the Company shall be the continuing Person, or the Person (if other
    than the Company) formed by such consolidation or into which the Company is
    merged or to which the properties and assets of the Company are sold, leased
    or transferred shall be a solvent corporation organized and existing under
    the laws of the United States or any State thereof or the District of
    Columbia and shall expressly assume, by an agreement, executed and delivered
    to the Banks, in form and substance reasonably satisfactory to the Required
    Banks, all of the obligations of the Company under this Agreement and
    the Competitive Bid Loans;

    (ii) immediately before and immediately after giving effect to such
    transaction, no Event of Default and no Potential Event of Default shall
    have occurred and be continuing (with the interest coverage ratio required
    by Section 6.03(a) being calculated on a pro forma basis for the
    four fiscal quarters of the Company and such Person ending immediately prior
    to the date of such consolidation, merger, sale, lease or transfer); and

    (iii) the Company shall deliver to the Banks an Officer's
    Certificate (attaching the arithmetic computations to demonstrate compliance
    with Section 6.03) and an opinion of counsel, each stating that such
    consolidation, merger, sale, lease or transfer and such agreement comply
    with this Section 6.03 and that all conditions precedent herein
    provided for relating to such transaction have been complied with.

  



Section 6.02. Liens.
The Company will not, and will not permit any of its Subsidiaries to, directly
or indirectly, create, incur, assume or permit to exist any Lien on or with
respect to any property or asset (including any document or instrument in
respect of goods or accounts receivable) (other than Margin Stock) of the
Company or any of its Subsidiaries, whether now owned or hereafter acquired, or
any income or profits therefrom, except:


  
    (i) Liens in existence on the date hereof;

    (ii) Permitted Encumbrances;

    (iii) Liens on accounts receivable sold with recourse;

    (iv) Liens incurred in connection with the acquisition of equipment by
    the Company or any of its Subsidiaries for a cost less than $2,000,000 in
    any case, provided that the principal amount of the indebtedness so
    secured shall not exceed in any case 100% of the cost to the Company or such
    Subsidiary of the equipment acquired and provided, further,
    that each such Lien shall cover only the equipment acquired and the proceeds
    thereof, substitutions therefor and replacements thereof; and

    (v) Liens (other than Liens permitted by clauses (i)-(iv) above)
    securing obligations of the Company and its Subsidiaries (including
    Indebtedness) not in excess of an amount equal to 5% of the consolidated
    total assets of the Company and its Subsidiaries, all as determined in
    accordance with GAAP on a consolidated basis for the Company and its
    Subsidiaries.

  



Nothing in this Section 6.02 shall prohibit the sale, assignment,
transfer, conveyance or other disposition of any Margin Stock owned by the
Company or any of its Subsidiaries at its fair value, or the creation,
incurrence, assumption or existence of any Lien on or with respect to any Margin
Stock.

Section 6.03. Financial Covenants. 

(a) Minimum Consolidated Net Worth.


The Company will not permit its Consolidated Net Worth (less the Textron
Affiliate Amount) at any time during any fiscal quarter (each a "Measurement
Quarter") ending on and after December 29, 2001 to be less than the sum
of (x) $3,000,000,000 plus (y) an amount equal to 40% of the
Consolidated Net Income of the Company for each fiscal quarter of the Company in
which the Company had a Consolidated Net Income for such fiscal quarter in
excess of $0 and which such fiscal quarter commenced on or after December 30,
2001 and ended on or prior to the first day of such Measurement Quarter plus
(z) 100% of the proceeds of any equity issuances by the Company
(excluding issuances as a result of the exercise of employee stock options) on
and after the date of this Agreement.

(b) Interest Coverage Ratio.

The Company shall not permit the ratio of Consolidated EBITDA to Consolidated
Interest Expense at any date to be less than 1.5 to 1.0 calculated at the end of
each fiscal quarter of the Company by reference to the four fiscal quarter
periods ending on such date of calculation.

Section 6.04. Existing Subordinated Debt.
 The
Company will not amend or otherwise change the terms of any Existing
Subordinated Debt except as specifically permitted hereby, or make, directly or
indirectly, any payment consistent with an amendment or change thereto, if the
effect of such amendment or change is to increase the interest rate on such
Debt, change the dates upon which payments of principal or interest are due
thereon, change any event of default or condition to an event of default with
respect to such Debt, grant any security interest in favor of such Existing
Subordinated Debt, change the redemption provisions thereof, change the
subordination provisions thereof, cause the Existing Subordinated Debt to be
guaranteed by any Person or which, together with all other amendments or changes
made, increase materially the obligations of the obligor or confer additional
rights on the holder of such Debt which would be adverse to the Company or the
Banks.

Section 6.05. Use of Proceeds. Notwithstanding
any provisions of this Agreement to the contrary, no portion of the proceeds of
any borrowing under this Agreement shall be used by the Company in any manner
which would cause the borrowing or the application of such proceeds to violate
Regulation U, Regulation T, or Regulation X of the Board or any other regulation
of the Board or to violate the Exchange Act, in each case as in effect on the
date or dates of such borrowing and such use of proceeds.

Article 7

Events Of Default

If any of the following conditions or
events ("Events of Default") shall occur and be continuing:

Section 7.01. Failure to Make Payments When Due.
Failure
to pay any installment of principal of any Loan when due, whether at stated
maturity, by acceleration, by notice of prepayment or otherwise; or failure to
pay any interest on any Loan or any other amount due under this Agreement when
due and such default shall continue for 5 days; or

Section 7.02. Default in Other Agreements.




  
    (i) Failure of the Company or any of its Subsidiaries to pay when due any
    principal or interest on any Indebtedness (other than Indebtedness referred
    to in Section 7.01) in an individual principal amount of
    $50,000,000 or more or items of Indebtedness with an aggregate principal
    amount of $50,000,000 or more beyond the end of any period prior to which
    the obligee thereunder is prohibited from accelerating payment thereunder or
    any grace period after the maturity thereof, or (ii) breach or default of
    the Company or any of its Subsidiaries (other than a default arising under
    any restrictive provision relating to any sale, pledge or other disposition
    of Margin Stock contained in a lending agreement to which any Bank or
    Affiliate thereof is a party) with respect to any other term of
    (y) any evidence of any Indebtedness in an individual principal
    amount of $50,000,000 or more or items of Indebtedness with an aggregate
    principal amount of $50,000,000 or more; or (z) any loan agreement,
    mortgage, indenture or other agreement relating thereto, if such failure,
    default or breach shall continue for more than the period of grace, if any,
    specified therein and shall not at the time of acceleration hereunder be
    cured or waived; or

  



Section 7.03. Breach of Certain Covenants.
Failure of any
Borrower to perform or comply with any term or condition contained in
Section 5.02, 6.01, 6.03, 6.04 or 6.05 of this Agreement; or

Section 7.04. Breach of Warranty. Any
representation or warranty made by any Borrower in this Agreement or in any
statement or certificate at any time given by such Person in writing pursuant
hereto or thereto or in connection herewith or therewith shall be false in any
material respect on the date as of which made; or

Section 7.05. Other Defaults under Agreement.
Any Borrower shall default in
the performance of or compliance with any term contained in this Agreement other
than those referred to above in Section 7.01, 7.03 or 7.04 and such
default shall not have been remedied or waived within 30 days after receipt of
notice from the Administrative Agent or any Bank of such default; or

Section 7.06. Involuntary
Bankruptcy; Appointment of Receiver, etc. A court having jurisdiction in the
premises shall enter a decree or order for relief in respect of the Company or
any of its Restricted Subsidiaries or any Subsidiary Borrower in an involuntary
case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, which decree or order is not stayed; or
any other similar relief shall be granted under any applicable federal or state
law; or an involuntary case is commenced against the Company or any of its
Restricted Subsidiaries or any Subsidiary Borrower under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect; or a
decree or order of a court having jurisdiction in the premises for the
appointment of a receiver, liquidator, sequestrator, trustee, custodian or other
officer having similar powers over the Company or any of its Restricted
Subsidiaries or any Subsidiary Borrower, or over all or a substantial part of
its property, shall have been entered; or an interim receiver, trustee or other
custodian of the Company or any of its Restricted Subsidiaries or any Subsidiary
Borrower for all or a substantial part of the property of the Company or any of
its Restricted Subsidiaries or any Subsidiary Borrower is involuntarily
appointed; or a warrant of attachment, execution or similar process is issued
against any substantial part of the property of the Company or any of its
Restricted Subsidiaries or any Subsidiary Borrower, and the continuance of any
such events in subpart (b) for 60 days unless dismissed, bonded or
discharged; or

Section 7.07. Voluntary
Bankruptcy; Appointment of Receiver, etc. The Company or any of its
Restricted Subsidiaries or any Subsidiary Borrower shall have an order for
relief entered with respect to it or commence a voluntary case under the
Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or shall consent to the entry of an order for relief
in an involuntary case, or to the conversion of an involuntary case to a
voluntary case, under any such law, or shall consent to the appointment of or
taking possession by a receiver, trustee or other custodian for all or a
substantial part of its property; the making by the Company or any of its
Restricted Subsidiaries or any Subsidiary Borrower of any assignment for the
benefit of creditors; or the inability or failure of the Company or any of its
Restricted Subsidiaries or any Subsidiary Borrower, or the admission by the
Company or any of its Restricted Subsidiaries or any Subsidiary Borrower in
writing of its inability to pay its debts as such debts become due; or the Board
of Directors of the Company or any Restricted Subsidiary or any Subsidiary
Borrower (or any committee thereof) adopts any resolution or otherwise
authorizes action to approve any of the foregoing; or

Section 7.08. Judgments And Attachments. Any
money judgment, writ or warrant of attachment, or similar process involving
individually or in the aggregate an amount in excess of $50,000,000 shall be
entered or filed against the Company or any Restricted Subsidiary or any
Subsidiary Borrower or any of its assets and shall remain undischarged,
unvacated, unbonded or unstayed, as the case may be, for a period of 30 days or
in any event later than five days prior to the date of any proposed sale
thereunder; or

Section 7.09     .
Dissolution. Any order, judgment or decree
shall be entered against the Company or any of its Restricted Subsidiaries or
any Subsidiary Borrower decreeing the dissolution or split up of the Company or
that Restricted Subsidiary and such order shall remain undischarged or unstayed
for a period in excess of 30 days; or

Section 7.10. ERISA Title IV Liabilities.


  
    (i) The Company or any of its
    ERISA Affiliates shall terminate or suffer the termination of (by action of
    the PBGC or any successor thereto) any Pension Plan, or shall suffer the
    appointment of or the institution of proceedings to appoint a trustee to
    administer any Pension Plan, or shall withdraw (under Section 4063
    of ERISA) from a Pension Plan, if as of the date thereof or any subsequent
    date the sum of the Company's and each ERISA Affiliate's
    liabilities to the PBGC or any other Person under Sections 4062,
    4063 and 4064 of ERISA (calculated after giving effect to the tax
    consequences thereof) resulting from or otherwise associated with the
    above-described events exceeds $50,000,000; or

    (ii) The Company or any of its ERISA Affiliates shall withdraw from any
    Multiemployer Plan and the aggregate amount of withdrawal liability
    (determined pursuant to Sections 4201 et seq. of
    ERISA) to which the Company and its ERISA Affiliates become obligated to all
    Multiemployer Plans requires annual payments in excess of $5,000,000;

  



THEN (i) upon the occurrence of any Event of Default described in the
foregoing Sections 7.06 or 7.07, the unpaid principal amount of and
accrued interest on all the Loans shall automatically become immediately due and
payable, without presentment, demand, protest or other requirements of any kind,
all of which are hereby expressly waived by the Company and each Borrower and
the obligation of each Bank to make any Loans hereunder shall thereupon
terminate, and (ii) upon the occurrence of any other Event of Default,
the Required Banks may, by written notice to the Company and each Borrower, (A)
terminate the Commitments and the obligation of each Bank to make any Loan
hereunder shall thereupon terminate and/or (B) declare the unpaid principal
amount of and accrued interest on all the Loans to be, and the same shall
forthwith become, immediately due and payable. Nevertheless, if at any time
within 60 days after acceleration of the maturity of the Loans, each Borrower
shall pay all arrears of interest and all payments on account of the principal
which shall have become due otherwise than by acceleration (with interest on
principal and, to the extent permitted by law, on overdue interest, at the rates
specified in this Agreement) and all other fees and expenses then owed hereunder
and all Events of Default and Potential Events of Default (other than
non-payment of principal of and accrued interest on the Loans), in each
case due and payable solely by virtue of acceleration) shall be remedied or
waived pursuant to Section 10.06, then the Required Banks by written
notice to the Company may (in their sole discretion) rescind and annul the
acceleration and its consequences; but such action shall not affect any
termination of the Commitments or any subsequent Event of Default or Potential
Event of Default or impair any right consequent thereon.

Section 7.11. Redenomination Upon Acceleration.
Upon the acceleration of the Loans outstanding hereunder following the
occurrence and the continuance of any Event of Default, the Required Banks may,
at their option, and, notwithstanding Section 2.12(m) of this
Agreement, Redenominate all Eurocurrency Rate Loans denominated in Alternative
Currencies and then outstanding into Eurocurrency Rate Loans or Base Rate Loans
denominated in Dollars. Such Redenomination shall be equal to the Currency
Equivalent (calculated at the date of Redenomination) in Dollars of such
Eurocurrency Rate Loans. In addition, the affected Borrower hereby agrees to
indemnify each Bank against all losses contemplated by Section 2.12(e) of this
Agreement suffered as a result of such Redenomination. In addition, if upon any
Event of Default, any payment default, or for purposes of obtaining a judgment
in any court for any purpose hereunder (including a proceeding under the
Bankruptcy Code), it becomes necessary to determine the Currency Equivalent in
Dollars of any payment obligation hereunder (whether with respect to a principal
amount or interest or otherwise) which is payable in any other currency (an
"Other Currency Obligation"), such determination shall be made
at the time (or from time to time) and to the extent payment (in whole or in
part) has actually been made by the affected Borrower or a judgment has been
rendered. A certificate of a Bank as to the amount required to be paid by the
affected Borrower under this Section shall accompany a demand for such payment
and shall be conclusive and binding for all purposes, absent manifest error.

Article 8

Agents

Section 8.01. Appointment. Each
of the Banks hereby appoints and authorizes each Agent to act hereunder and
under the other instruments and agreements referred to herein as its agent
hereunder and thereunder. Each Agent agrees to act as such upon the express
conditions contained in this Section 8. The provisions of this Section 8 are
solely for the benefit of the Agents, and neither the Company nor any other
Borrower shall have any rights as a third party beneficiary of or any
obligations under any of the provisions hereof. In performing its functions and
duties under this Agreement, each Agent shall act solely as agent of the Banks
and does not assume and shall not be deemed to have assumed any obligation
towards or relationship of agency or trust with or for the Company or any other
Borrower.

Section 8.02. Powers; General Immunity. 


(a) Duties Specified. Each Bank irrevocably authorizes each Agent to
take such action on such Bank's behalf and to exercise such powers
hereunder and under the other instruments and agreements referred to herein as
are specifically delegated to such Agent by the terms hereof and thereof,
together with such powers as are reasonably incidental thereto. The Agents shall
have only those duties and responsibilities which are expressly specified in
this Agreement and each may perform such duties by or through its agents or
employees. The duties of the Agents shall be mechanical and administrative in
nature; and no Agent shall have by reason of this Agreement a fiduciary or trust
relationship in respect of any Bank; and nothing in this Agreement, expressed or
implied, is intended to or shall be so construed as to impose upon the Agents
any obligations in respect of this Agreement or the other instruments and
agreements referred to herein except as expressly set forth herein or therein.

(b) No Responsibility for Certain Matters. No Agent shall be
responsible to any Bank for the execution, effectiveness, genuineness, validity,
enforceability, collectibility or sufficiency of this Agreement or any Loan, or
for any representations, warranties, recitals or statements made herein or
therein or made in any written or oral statement or in any financial or other
statements, instruments, reports, certificates or any other documents in
connection herewith or therewith furnished or made by such Agent to any Bank or
by or on behalf of the Borrower to such Agent or any Bank, or for the accuracy
of any information relating to Competitive Bid Loans (including as to amounts
outstanding at any time), or be required to ascertain or inquire as to the
performance or observance of any of the terms, conditions, provisions, covenants
or agreements contained herein or therein or as to the use of the proceeds of
the Loans, or of the existence or possible existence of any Event of Default or
Potential Event of Default.

(c) Exculpatory Provisions. Neither any Agent nor any of their
respective officers, directors, employees or agents shall be responsible or
liable to any Bank for any action taken or omitted hereunder or under any of the
other Loan Documents or in connection herewith or therewith unless caused by its
or their gross negligence or willful misconduct. If an Agent shall request
instructions from any Bank with respect to any act or action (including the
failure to take an action) in connection with this Agreement, such Agent shall
be entitled to refrain from such act or taking such action unless and until such
Agent shall have received instructions from the Required Banks. Without
prejudice to the generality of the foregoing, the Agents shall be entitled to
rely, and shall be fully protected in relying, upon any communication,
instrument or document believed by it to be genuine and correct and to have been
signed or sent by the proper person or persons, and shall be entitled to rely
and shall be protected in relying on opinions and judgments of attorneys (who
may be attorneys for the Borrower), accountants, experts and other professional
advisors selected by it; and no Bank shall have any right of action whatsoever
against any Agent as a result of such Agent acting or (where so instructed)
refraining from acting under this Agreement or the other instruments and
agreements referred to herein or therein in accordance with the instructions of
the Required Banks. The Agents shall be entitled to refrain from exercising any
power, discretion or authority vested in it under this Agreement or the other
instruments and agreements referred to herein or therein unless and until it has
obtained the instructions of the Required Banks.

(d) Agents Entitled to Act as Bank. The agency hereby created shall in
no way impair or affect any of the rights and powers of, or impose any duties or
obligations upon, any Agent in its respective individual capacity as a Bank
hereunder. With respect to its participation in the Loans, each of JPMorgan
Chase, Bank of America, N.A., Citibank, N.A., Deutsche Bank AG New York Branch
and UBS Warburg LLC shall have the same rights and powers hereunder as any other
Bank and may exercise the same as though it were not performing the duties and
functions delegated to it hereunder, and the term "Bank" or
"Banks" or any similar term shall, unless the context clearly
otherwise indicates, include the Agents in their respective individual capacity.
Each of JPMorgan Chase, Bank of America, N.A., Citibank, N.A., Deutsche Bank AG
New York Branch and UBS Warburg LLC and their respective Affiliates may accept
deposits from, lend money to and generally engage in any kind of banking, trust,
financial advisory or other business with the Company or any Affiliate or
Subsidiary of the Company as if it were not performing the duties specified
herein, and may accept fees and other consideration from the Company or any such
Affiliate or Subsidiary for services in connection with this Agreement and
otherwise without having to account for the same to the Banks.

Section 8.03. Representations
and Warranties; No Responsibility for Appraisal of Creditworthiness. Each
Bank represents and warrants that it has made its own independent investigation
of the financial condition and affairs of the Company and each other Borrower in
connection with the making of the Loans hereunder and has made and shall
continue to make its own appraisal of the creditworthiness of the Company. No
Agent shall have any duty or responsibility either initially or on a continuing
basis to make any such investigation or any such appraisal on behalf of any Bank
or to provide any Bank with any credit or other information with respect thereto
whether coming into its possession before the making of the Loan or any time or
times thereafter, and no Agent shall further have any responsibility with
respect to the accuracy of or the completeness of the information provided to
the Banks.

Section 8.04. Right
to Indemnity. Each Bank severally agrees to indemnify each Agent in
accordance with its Pro Rata Share to the extent such Agent shall not have been
reimbursed by the Company, for and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses
(including, without limitation, counsel fees and disbursements) or disbursements
of any kind or nature whatsoever which may be imposed on, incurred by or
asserted against such Agent in performing its duties hereunder or under the
other Loan Documents or in any way relating to or arising out of this Agreement;
provided that no Bank shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from an Agent's gross
negligence or willful misconduct. If any indemnity furnished to an Agent for any
purpose shall, in the opinion of such Agent, be insufficient or become impaired,
such Agent may call for additional indemnity and cease, or not commence, to do
the acts indemnified against until such additional indemnity is furnished.

Section 8.05. Resignation
by the Agents. Any Agent may resign from the performance of all its
functions and duties hereunder at any time by giving 30 days'
prior written notice to the Company and the Banks. Such resignation shall take
effect upon the acceptance by a successor Agent of appointment pursuant to
clauses  (b) and (c) below or as otherwise provided below.

(b) Upon any such notice of resignation, the Required Banks shall appoint a
successor Agent who shall be satisfactory to the Company and shall be an
incorporated bank or trust company with a combined surplus and undivided capital
of at least $500 million.

(c) If a successor Agent shall not have been so appointed within said 30 day
period, the resigning Agent, with the consent of the Company, shall then appoint
a successor Agent who shall serve in the same capacity as the resigning Agent
until such time, if any, as the Required Banks, with the consent of the Company,
appoint a successor Agent as provided above.

Section 8.06. Successor
Agents. Any Agent may resign at any time as provided in
Section 8.05 hereof. Upon any such notice of resignation, the Required
Banks shall have the right, upon five days' notice to the Company and
subject to Section 8.05 hereof, to appoint a successor Agent. Upon the
acceptance of any appointment by a successor Agent, that successor Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Agent, and the retiring Agent shall be discharged
from its duties and obligations as an Agent under this Agreement. After any
retiring Agent's resignation hereunder as an Agent the provisions of
this Section 8 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was an Agent under this Agreement.

Section 8.07. Co-Syndication
Agents. Nothing in this Agreement shall impose any duty or liability
whatsoever on any of the Co-Syndication Agents in such capacity.

Article 9

Guarantee

Section 9.01. Guarantee.
The Company hereby unconditionally guarantees the due and punctual payment of
all principal of and interest on, and all other amounts now or hereafter payable
by any Subsidiary Borrower to any Bank or Banks or any Agent under this
Agreement or any Loans (collectively, "Guaranteed Obligations")
when any of the same shall become due, whether at stated maturity, by required
payment, declaration, acceleration, demand or otherwise (including amounts which
would become due but for the operation of the automatic stay under Section
362(a) of the Bankruptcy Code, 11 U.S.C. ' 362(a)),
and agrees to pay any and all costs and expenses (including reasonable fees and
disbursements of counsel) incurred by any Agent or the Banks in enforcing any
rights under this Section 9.

The Company agrees that the Guaranteed Obligations may be extended or
renewed, in whole or in part, without notice or further assent from it, and that
the Company will remain bound under this Section 9 notwithstanding any
extension, renewal or other alteration of any Guaranteed Obligation.

Section 9.02. Obligation
Not Affected by Certain Events. The Company waives presentation of,
demand of, and protest of any Guaranteed Obligation and also waives notice of
protest for nonpayment. The obligations of the Company under this Section 9
shall not be affected by:

(a) the failure of any Bank, any Agent or any other Person to assert any
claim or demand or to enforce any right or remedy against any Subsidiary
Borrower or any successor thereto under the provisions of this Agreement or any
other agreement or otherwise;

(b) any extension or renewal of any provision of any thereof;

(c) any change in the time, manner or place of payment of any of the
Guaranteed Obligations or any rescission, waiver, amendment or modification of
any of the terms or provisions of this Agreement or any instrument or agreement
executed pursuant thereto;

(d) the failure to perfect any security interest in, or the release of, any
of the security held by any Bank, any Agent or other Person for any of the
Guaranteed Obligations; or

(e) any other act or omission to act or delay of any kind by the Borrower,
any Bank, any Agent or any other Person or any other circumstance whatsoever
which might, but for the provisions of this paragraph, constitute a legal or
equitable discharge of or defense to the Guaranteed Obligations.

Section 9.03. Guarantee
of Payment. The Company further agrees that this Section 9 constitutes a
guarantee of payment when due and not of collection and waives any right to
require that any resort be had by any Bank or any Agent or any other Person to
any security held for payment of any of the Guaranteed Obligations or to any
balance of any deposit account or credit on the books of any Bank, any Agent or
any other Person in favor of any Subsidiary Borrower or any other Person.

Section 9.04. Obligation
Not Subject to Limitation. The obligation of the Company under this
Section 9 shall not be subject to any reduction, limitation, impairment, or
termination for any reason, including, without limitation, any claim of waiver,
release, surrender, alteration or compromise of any of the Guaranteed
Obligations, and shall not be subject to any defense or setoff, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality or
unenforceability of any of the Guaranteed Obligations or discharge of any
Subsidiary Borrower from any of the Guaranteed Obligations in a bankruptcy or
similar proceeding or otherwise. Without limiting the generality of the
foregoing, the obligation of the Company under this Section 9 shall not be
discharged or impaired or otherwise affected by the failure of any Bank or any
Agent or any other Person to assert any claim or demand or to enforce any remedy
under this Agreement or any other agreement or instrument or any other
guarantee, by any waiver or modification of any thereof, by any default, or by
any other act or thing or omission or delay to do any other act or thing which
may or might in any manner or to any extent vary the risk of the Company or
which would otherwise operate as a discharge of the Company as a matter of law
or equity.

The Company further agrees that this Section 9 shall continue to be effective
or be reinstated, as the case may be, if at any time payment, or any part
thereof, of principal of, interest on or any other amount with respect to, any
Guaranteed Obligation is rescinded or must otherwise be restored by any Bank,
any Agent or any other Person upon the bankruptcy or reorganization of any
Subsidiary Borrower, any other Person or otherwise.

Section 9.05. Order of
Payment. The Company further agrees, in furtherance of the foregoing and
not in limitation of any other right which any Bank, any Agent or any other
Person may have at law or in equity against the Company by virtue of this
Section 9, upon the failure of any Subsidiary Borrower to pay any of the
Guaranteed Obligations when and as the same shall become due, whether by
required prepayment, acceleration or otherwise (including amounts which would
become due but for the operation of the automatic stay under Section 362(a) of
the Bankruptcy Code, 11 U.S.C. ' 362(a)),
the Company will forthwith pay, or cause to be paid, in cash, to the
Administrative Agent for the ratable benefit of the Banks or for the benefit of
any Agent, as the case may be, an amount equal to the sum of the unpaid
principal amount of such Guaranteed Obligations then due as aforesaid, accrued
and unpaid interest on such Guaranteed Obligations (including, without
limitation, interest which, but for the filing of a petition in bankruptcy with
respect to any Subsidiary Borrower, would have accrued on such Guaranteed
Obligations) and all other Guaranteed Obligations then owed to the Banks and
such Agent as aforesaid. All such payments shall be applied promptly, from time
to time, by the Administrative Agent:


First, to the payment of the costs and expenses of any collection, or
other realization under this Section 9, including reasonable compensation to the
Agents and their respective agents and counsel, and all expenses, liabilities
and advances made or incurred by the Agents in connection therewith;


Second, to the payment of accrued but unpaid interest on the Loans
comprising the Guaranteed Obligations;


Third, to the payment of the Guaranteed Obligations not paid pursuant to
clause Second above;


Fourth, after payment in full of all Guaranteed Obligations, to the
Company or its successors or assigns, or to whomsoever may be lawfully entitled
to receive the same or as a court of competent jurisdiction may direct, of any
surplus then remaining from such payments.

Section 9.06. Waiver by
the Company. The Company hereby waives absolutely and irrevocably any
claim which it may have against any of the Subsidiary Borrowers by reason of any
payment to the Banks or any Agent or to any other Person pursuant to or in
respect of the guarantee set forth in this Section 9, including any claim by way
of subrogation, contribution, reimbursement, indemnity or otherwise.

Article 10

Miscellaneous

Section 10.01. Benefit Of Agreement.

(a) This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and assigns of the parties hereto, provided
that no Borrower may assign or transfer any of its interest hereunder without
the prior written consent of the Banks.

(b) Any Bank may make, carry or transfer Loans at, to or for the account of,
any of its branch offices or the offices of an Affiliate of such Bank, provided
that doing so shall not cause any Borrower to incur any additional costs
hereunder at the time of such transfer.

(c) Any Bank may assign its rights and delegate its obligations under this
Agreement and further may sell participations in all or any part of any Loan or
Loans made by it or its Commitment or any other interest herein to another bank
or other entity; provided that in the case of an assignment, such Bank
shall (a) give to the Company and the Administrative Agent prior notice thereof,
and, in the case of any assignment, the Company and the Administrative Agent
shall, except as set forth in the last sentence of this
Section 10.01(c) and in Section 10.01(d), have consented thereto (such
consent not to be unreasonably withheld) and (b) comply with
Section 10.01(f) hereof and thereupon, the assignee "Purchasing
Bank" shall have, to the extent of such assignment (unless otherwise
provided thereby), the rights and benefits described in
Section 10.01(f) hereof, and in the case of a participation, except as
set forth below, (a) the participant shall not have any rights under this
Agreement or any other document delivered in connection herewith (the
participant's rights against such Bank in respect of such participation
to be those set forth in the agreement executed by such Bank in favor of the
participant relating thereto); provided that a participation agreement
may provide that a Bank will not agree to any modification, amendment or waiver
of any provision in this Agreement described in clause (i), (iii), or (iv) of
Section 10.06 without the consent of the participant and (b) all amounts payable
by the Borrower under Sections 2.12(e) and 2.12(i) hereof shall be determined as
if the Bank had not sold such participation. Except with respect to interest
rate, principal amount of any Loan, fees, scheduled dates for payment of
principal or interest or fees, scheduled termination of commitments and
commitment amounts, a Bank will not in any such participation agreement restrict
its ability to make any modification, amendment or waiver to this Agreement
without the consent of the participant. Any Bank may furnish any information
concerning the Company in possession of such Bank from time to time to
Affiliates of such Bank and to assignees and participants (including prospective
assignees and participants), provided, however, that (i) except
when such information is furnished to an Affiliate, the furnishing Bank shall
give the Company prior notice of any furnishing of non-public
information (ii) the recipient shall agree to the terms of this Section
10.01 hereof and (iii) the furnishing of such information (and the
nature, manner and extent thereof) by any Bank to its Affiliates and such
assignees and participants shall be further governed by the relevant agreement,
assignment or participation agreement relating to such arrangement, assignment
or participation, as the case may be. Notwithstanding anything to the contrary
in the foregoing, (A) any Bank may, without the consent of the Company or the
Administrative Agent, assign any of its rights and interests in Loans hereunder
to (x) a federal reserve bank, (y) another Bank or (z) any Affiliate of such
Bank; provided that an Affiliate to whom such disposition has been made
shall not be considered a "Bank" for purposes of Section 10.06
but shall be considered a "Bank" for purposes of Sections 10.04
and 10.05; and provided further that the transferor Bank shall be deemed
to hold such interests transferred to its Affiliate for purposes of Section
10.06 for so long as such interests are held by such Affiliate; and (B) no
consent of the Company to an assignment shall be required if at the time an
Event of Default exists.

(d) Notwithstanding the foregoing provisions of this Section 10.01, each Bank
may at any time, upon 30 days' prior written notice to the
Administrative Agent and the Company, sell, assign, transfer or negotiate all or
any part of its Loans or Commitment if, but only if, concurrently therewith or
prior thereto (a) any Person or two or more Persons acting in concert shall have
acquired beneficial ownership (within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934) of
a majority of the outstanding shares of voting stock of the Company pursuant to
one or more transactions not approved, in their capacities as directors, by at
least a majority of the individuals who served as directors of the Company on
the date one year prior to the date of the first acquisition of voting stock
leading to such acquisition or (b) during any period of 12 consecutive months,
commencing before or after the date of this Agreement, individuals who at the
beginning of such 12 month period were directors of the Company cease for any
reason to constitute a majority of the board of directors of the Company.

(e) Except pursuant to an assignment permitted by this Agreement but only to
the extent set forth in such assignment, no Bank shall, as between each Borrower
and that Bank, be relieved of any of its obligations hereunder as a result of
any sale, transfer or negotiation of, or granting of participations in, all or
any part of the Loans or Commitment of that Bank or other obligations owed to
such Bank.

(f) Any Bank may at any time assign to one or more banks or other financial
institutions all, or a proportionate part of all, of its rights and obligations
under this Agreement, provided that (i) the minimum amount of such
assignment shall be equivalent to (A) if the Purchasing Bank is not a Bank
hereunder, $10,000,000 or the aggregate amount of the assigning Bank's
Commitment, whichever is less and (B) if the Purchasing Bank is a Bank
hereunder, $5,000,000 and (ii) after giving effect to such assignment, the
Commitment of the assigning Bank is equivalent to not less than $10,000,000,
unless such assigning Bank shall have assigned all of its rights and obligations
under this Agreement; and provided further that any such assignment may,
but need not, include rights of the transferor Bank in respect of outstanding
Competitive Bid Loans. Any assignment made pursuant to Section 10.01(c) hereof
shall be made pursuant to a Transfer Supplement, substantially in the form of
Exhibit F annexed hereto, executed by the Purchasing Bank, the
transferor Bank, the Company and the Administrative Agent. Upon (i) such
execution of such Transfer Supplement, (ii) delivery of an executed copy thereof
to the Borrower, (iii) payment by such Purchasing Bank to such transferor Bank
of an amount equal to the purchase price agreed between such transferor Bank and
such Purchasing Bank, and (iv) payment by such Purchasing Bank or transferor
Bank (as they shall mutually agree) to the Administrative Agent of a
non-refundable fee of $3,000 to cover administrative and other expenses
which may be incurred in connection with such assignment, such Purchasing Bank
shall for all purposes be a Bank party to this Agreement and shall have the
rights (including without limitation the benefits of Sections 2.12 and 2.13) and
obligations of a Bank under this Agreement to the same extent as if it were an
original party hereto and thereto with the pro rata Share of the
applicable Commitment set forth in such Transfer Supplement, and no further
consent or action by the Company, the Banks or the Administrative Agent shall be
required. Such Transfer Supplement shall be deemed to amend this Agreement to
the extent, and only to the extent, necessary to reflect the addition of such
Purchasing Bank and the resulting adjustment of pro rata Shares arising
from the purchase by such Purchasing Bank of all or a portion of the rights and
obligations of such transferor Bank under this Agreement and the Loans. Upon the
consummation of any transfer to a Purchasing Bank pursuant to this paragraph
(f), the transferor Bank, the Administrative Agent and the Company shall make
appropriate arrangements so that, if requested, a replacement Note is issued to
such transferor Bank and a new Note or, as appropriate, a replacement Note, if
requested, issued to such Purchasing Bank, in each case in principal amounts
reflecting their pro rata Shares or, as appropriate, their outstanding
Loans, as adjusted pursuant to such Transfer Supplement.

Section 10.02. Expenses. 
Whether or not the transactions contemplated hereby shall be consummated,
the Company agrees to promptly pay (i) all the actual and reasonable
out-of-pocket costs and expenses of the Agents in connection
with the negotiation, preparation and execution of this Agreement;
(ii) the reasonable fees, expenses and disbursements of Davis, Polk
& Wardwell, special counsel to the Agents, in connection with the
negotiation, preparation, execution and administration of this Agreement, the
Loans and any amendments and waivers hereto or thereto; and (iii) all
costs and expenses (including attorneys' fees, expenses and
disbursements, and costs of settlement) incurred by the Banks in enforcing any
obligations of or in collecting any payments due from any Borrower hereunder by
reason of the occurrence of any Event of Default or in connection with any
refinancing or restructuring of the credit arrangements provided under this
Agreement in the nature of a "work-out" or of any
insolvency or bankruptcy proceedings or otherwise.

Section 10.03. Indemnity. In
addition to the payment of expenses pursuant to Section 10.02 hereof, whether or
not the transactions contemplated hereby shall be consummated, the Company
agrees to indemnify, pay and hold each Agent and each Bank and the officers,
directors, employees, agents, advisors and affiliates of each of them
(collectively called the "Indemnitees") harmless from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, claims, costs, expenses and disbursements of any kind
or nature whatsoever (including, without limitation, the reasonable fees,
expenses and disbursements of counsel for such Indemnitees in connection with
any investigative, administrative or judicial proceeding commenced or
threatened, whether or not such Indemnitee shall be designated a party thereto),
which may be imposed on, incurred by, or asserted against that Indemnitee, in
any manner relating to or arising out of this Agreement, the Banks'
agreement to make the Loans or the use or intended use of the proceeds of any of
the Loans hereunder (the "indemnified liabilities"); provided
that, the Company shall have no obligation to any Indemnitee hereunder to the
extent that such indemnified liabilities arose from the gross negligence or
willful misconduct of that Indemnitee. To the extent that 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 or otherwise,
the Company shall contribute the maximum portion which it is permitted to pay
and satisfy under applicable law, to the payment and satisfaction of all
indemnified liabilities incurred by the Indemnitees or any of them.

Section 10.04. Setoff. In
addition to any rights now or hereafter granted under applicable law and not by
way of limitation of any such rights, upon the occurrence of any Event of
Default, each Bank is hereby authorized by each Borrower at any time and from
time to time, without notice to such Borrower, or to any other Person, and
without presentment, demand or protest, any such being hereby expressly waived,
to set off and to appropriate and to apply any and all deposits (general or
special, including, but not limited to, Indebtedness evidenced by certificates
of deposit, whether matured or unmatured but not including trust accounts) and
any other Indebtedness at any time held or owing by that Bank (including,
without limitation, any branches or agencies thereof, wherever located) to or
for the credit or the account of such Borrower against and on account of the
obligations and liabilities of such Borrower to that Bank under this Agreement
including, but not limited to, all claims of any nature or description arising
out of or connected with this Agreement or the Loans, irrespective of whether or
not that Bank shall have made any demand hereunder or that Bank shall have
declared the principal or the interest on the Loans, and other amounts due
hereunder, to be due and payable as permitted by Section 7 and although said
obligations and liabilities, or any of them, may be contingent or unmatured.

Section 10.05. Ratable Sharing. Subject
to the last sentence of this Section 10.05, the Banks agree among themselves
that (i) with respect to all amounts received by them which are applicable to
the payment of principal of or interest on the Syndicated Loans and amounts
payable in respect of the facility fees, equitable adjustment will be made so
that, in effect, all such amounts will be shared among the Banks proportionately
to their respective pro rata Shares whether received by voluntary
payment, by the exercise of the right of setoff or banker's lien, by
counterclaim or cross action or by the enforcement of any or all of the
Syndicated Loans, (ii) if any of them shall exercise any right of
counterclaim, setoff, banker's lien or similar right with respect to
amounts owed by any Borrower hereunder or under the Syndicated Loans, then the
Bank shall apportion the amount recovered as a result of the exercise of such
right in accordance with each Bank's pro rata Share, and
(iii) if any of them shall thereby through the exercise of any right of
counterclaim, set off, banker's lien or otherwise or as adequate
protection of a deposit treated as cash collateral under the Bankruptcy Code,
receive payment or reduction of a proportion of the aggregate amount of
principal and interest due with respect to the Syndicated Loans held by the
Bank, or any amount payable hereunder, which is greater than the proportion
received by any other holder of the Syndicated Loans in respect of the aggregate
amount of principal and interest due with respect to the Syndicated Loans held
by it, or any amount payable hereunder, then the Bank receiving such
proportionately greater payments shall (y) notify each other Bank and
the Administrative Agent of such receipt and (z) purchase
participations (which it shall be deemed to have done simultaneously upon the
receipt of such payment) in the Syndicated Loans held by the other holders so
that all such recoveries of principal and interest with respect to the
Syndicated Loans shall be proportionate to their pro rata Shares provided
that, if all or part of such proportionately greater payment received by such
purchasing holder is thereafter recovered from such holder, those purchases
shall be rescinded and the purchase prices paid for such participations shall be
returned to that holder to the extent of such recovery, but without interest.
Each Borrower expressly consents to the foregoing arrangement and agrees that
any holder of a participation in any such Syndicated Loan so purchased and any
other subsequent holder of a participation in any Syndicated Loan otherwise
acquired may exercise any and all rights of banker's lien, set off or
counterclaim with respect to any and all moneys owing by such Borrower to that
holder as fully as if that holder were a holder of such Syndicated Loan in the
amount of the participation held by that holder. Notwithstanding the foregoing,
upon the occurrence and during the continuance of a Potential Event of Default
or an Event of Default, the ratable sharing arrangements set forth in this
Section 10.05 shall be based on each Bank's pro rata share of all
Syndicated Loans outstanding at such time, rather than on each Bank's pro
rata Share.

Section 10.06. Amendments And Waivers. No
amendment, modification, termination or waiver of any provision of this
Agreement or any Note or consent to any departure by any Borrower therefrom
shall in any event be effective without the written concurrence of the Required
Banks; provided that any amendment, modification, termination or waiver
of any provision that increases the principal amount of the Commitments or the
Loans, changes a Bank's pro rata Share or affects the definitions
of "Required Banks" and "Final Maturity Date,"
of any provision that expressly requires the approval or concurrence of all
Banks, that decreases the principal of or interest rates borne by the Syndicated
Loans, or postpones the payment of principal or interest due on the Syndicated
Loans, that decreases the amount or changes the due date of any amount payable
in respect of the fees payable hereunder, that eliminates the Company's
guarantee set forth in Section 9 hereof or of any of the provisions contained in
Sections 2.12(b), 2.12(c) and 7.01 hereof and this Section 10.06 shall be
effective only if evidenced by a writing signed by or on behalf of all Banks and
any waiver with respect to a Competitive Bid Loan can be given only by the Bank
affected with respect thereto. No amendment, modification, termination or waiver
of any provision of Section 8 hereof or any of the rights, duties, indemnities
or obligations of any Agent, as agent shall be effective without the written
concurrence of such Agent. The Administrative Agent may, but shall have no
obligation to, with the concurrence of any Bank, execute amendments,
modifications, waivers or consents on behalf of that Bank. Any waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which it was given. No notice to or demand on any Borrower in any case shall
entitle such Borrower to any further notice or demand in similar or other
circumstances. Any amendment, modification, termination, waiver or consent
effected in accordance with this Section 10.06 shall be binding upon each
present or future Bank and, if signed by such Borrower, on the Borrower.

Section 10.07. Independence
of Covenants. All covenants hereunder shall be given independent effect so
that if a particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or be
otherwise within the limitation of, another covenant shall not avoid the
occurrence of an Event of Default or Potential Event of Default if such action
is taken or condition exists.

Section 10.08. Notices. Unless
otherwise provided herein, any notice or other communication herein required or
permitted to be given shall be in writing and may be personally served,
telecopied, telexed or sent by United States mail and shall be deemed to have
been given when delivered in person, upon receipt of telecopy or telex or four
Business Days after depositing it in the United States mail, registered or
certified, with postage prepaid and properly addressed; provided that
notices to the Administrative Agent shall not be effective until received by
such Agent. For the purposes hereof, the addresses of the parties hereto (until
notice of a change thereof is delivered as provided in this Section 10.08) shall
be: in the case of the Company, at its address or facsimile number set forth on
the signature pages hereof, in the case of the Administrative Agent, at its
address, facsimile number or telex number in New York City set forth on the
signature pages hereof, in the case of any Bank, at its address, facsimile
number or telex number set forth in its Administrative Questionnaire or in the
case of any party, at such other address, facsimile number or telex number as
such party may hereafter specify for the purpose by notice to the Administrative
Agent and the Company.

Section 10.09. Survival Of Warranties And Certain
Agreements.

(a) All agreements, representations and warranties made herein shall survive
the execution and delivery of this Agreement and the making of the Loans
hereunder.

(b) Notwithstanding anything in this Agreement or implied by law to the
contrary, the agreements of the Company or any other Borrower set forth in
Sections 2.12(e) and 2.12(l), the agreements of the Company set forth in
Sections 10.02 and 10.03 and the agreements of Banks set forth in Sections
8.02(c), 8.04, 10.04 and 10.05 shall survive the payment of the Loans and the
termination of this Agreement.

Section 10.10. Failure
or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the
part of any Bank or lender of any Loan in the exercise of any power, right or
privilege hereunder or the Loans shall impair such power, right or privilege or
be construed to be a waiver of any default or acquiescence therein, nor shall
any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privilege. All
rights and remedies existing under this Agreement or the Loans are cumulative to
and not exclusive of any rights or remedies otherwise available.

Section 10.11. Severability.
In case any provision in or obligation under this Agreement or Loan shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations thereof, or of
such provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

Section 10.12. Obligations
Several; Independent Nature of Banks' Rights. The obligation of each
Bank hereunder is several, and no Bank shall be responsible for the obligation
or commitment of any other Bank hereunder. Nothing contained in this Agreement
and no action taken by the Banks pursuant hereto shall be deemed to constitute
the Banks to be a partnership, an association, a joint venture or any other kind
of entity. The amounts payable at any time hereunder to each Bank shall be a
separate and independent debt, and each Bank shall be entitled to protect and
enforce its rights arising out of this Agreement and it shall not be necessary
for any other Bank to be joined as an additional party in any proceeding for
such purpose.

Section 10.13. Headings.
Section and subsection headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose or be given any substantive effect.

Section 10.14. Applicable Law, Consent To Jurisdiction.

(a) THIS AGREEMENT, THE NOTES AND THE LOANS SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


(b) ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY BORROWER WITH RESPECT TO
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN ANY STATE OR
FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK AND BY
EXECUTION AND DELIVERY OF THIS AGREEMENT EACH BORROWER ACCEPTS FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVE TRIAL BY JURY, AND EACH BORROWER HEREBY IRREVOCABLY
WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO 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 IN SUCH
RESPECTIVE JURISDICTIONS.

Section 10.15. Successors And Assigns. This
Agreement shall be binding upon the parties hereto and their respective
successors and assigns and shall inure to the benefit of the parties hereto and
the successors and assigns of the Banks. The terms and provisions of this
Agreement shall inure to the benefit of any assignee or transferee of the Loans
and in the event of such transfer or assignment, the rights and privileges
herein conferred upon the Banks shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof. The
Company's or any Borrower's rights or any interest therein
hereunder may not be assigned without the written consent of all the Banks
except pursuant to a merger, consolidation or sale, lease or transfer of assets
permitted by Section 6.01 hereof. The Banks' rights of assignment are
limited by and subject to Section 10.01 hereof. The Company may, in its sole
discretion, upon ten (10) days' prior written notice, replace any of the
Banks with one or more banks provided that (i) the Bank being replaced has
concurrently therewith been paid in full all amounts due to such Bank hereunder,
(ii) the full amount of the Commitments remains unchanged and (iii) the
percentages of the total Commitments allocated to each other Bank (or any
successors thereto) remains unchanged unless the prior written consent from such
Bank has been obtained. Any such Bank so replaced shall, upon written request of
the Company, execute and deliver such instruments and agreements as are
reasonably necessary to accomplish the same.

Section 10.16. Counterparts; Effectiveness. This
Agreement and any amendments, waivers, consents or supplements may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. This Agreement shall become effective on such date (the "Effective
Date") as a counterpart hereof shall be executed by each of the parties
hereto and copies hereof shall be delivered to the Company and the
Co-Syndication Agents.

Section 10.17. Judgment Currency. If
for the purposes of obtaining judgment in any court it is necessary to convert a
sum due from any Borrower hereunder in the currency expressed to be payable
hereunder (the "Specified Currency") into another currency, the
rate of exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent or each Bank, as the case may be, could
purchase the Specified Currency with such other currency on the Business Day
preceding that on which final, nonappealable judgment is given. The obligations
of each Borrower in respect of any sum due to the Administrative Agent or any of
the Banks hereunder shall, notwithstanding any judgment in a currency other than
the Specified Currency, be discharged only to the extent that on the Business
Day following receipt by the Administrative Agent or such Bank, as the case may
be, of any sum adjudged to be so due in such other currency the Administrative
Agent or any Bank, as the case may be, may in accordance with normal, reasonable
banking procedures purchase the Specified Currency with such other currency. If
the amount of the Specified Currency so purchased is less than the sum
originally due to the Administrative Agent or such Bank, in the Specified
Currency, each Borrower agrees, to the fullest extent that it may effectively do
so, as a separate obligation and notwithstanding any such judgment, to indemnify
the Administrative Agent or such Bank, as the case may be, against such loss.

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

 


	
      
        
        Company

        TEXTRON INC.
      


    
	
      By:
	
      /s/ Alan Passante

	 	
      Title:
	
      Assistant Treasurer

	 	 




 


	
      Notice Address:

      Textron Inc.

      40 Westminster Street

      Providence, RI 02903

      Attention: Treasurer

      

      Telephone No.

      Telecopy No.





 


	
      with a copy to:

      Textron Inc.

      40 Westminster Street

      Providence, RI 02903

      Attention: General Counsel





 

Commitments

	
      
      
      $50,000,000.00
      


    	
      
        
        Administrative Agent

        
        JPMORGAN CHASE BANK
      


    
	
      By:
	
      /s/ Randolph E. Cates

	 	
      Title:
	
      Vice President



 

 

	
       

      
      
      $44,583,333.33
      


    	
      
        
        Co-Syndication Agents

        
        BANK OF AMERICA, N.A.
      


    
	
      By:
	
      /s/ John W. Pocalykos

	 	
      Title:
	
      Managing Director



 

 

	
       

      
      
      $44,583,333.33
      


    	
      
        CITIBANK, N.A.
      


    
	
      By:
	
      /s/ Diane. Pockaj

	 	
      Title:
	
      Director



 

 

	
       

      
      
      $44,583,333.33
      


    	
      
        DEUTSCHE BANK AG
      


    
	
      By:
	
      /s/ David J. Dickinson, Jr.

	 	
      Title:
	
      Vice President

	 	 	 
	 	 	 
	
      By:
	
      /s/ William W. McGinty

	 	
      Title:
	
      Director

	 	 	 


 

 

	
       

      
      
      $44,583,333.33
      


    	
      
        UBS AG
      


    
	
      By:
	
      /s/ Patricia O'Kici

	 	
      Title:
	
      Director

	 	 	 
	 	 	 
	
      By:
	
      /s/ Lynne B. Alfarone

	 	
      Title:
	
      Associate Director

	 	 	 


 

 

	
       

      
      
      $26,666,666.67
      


    	
      
        
        Co-Agents

        
        BARCLAYS BANK PLC
      


    
	
      By:
	
      /s/ L. Peter Yetman

	 	
      Title:
	
      Director



 

 

	
       

      
      
      $26,666,666.67
      


    	
      
        BNP PARIBAS
      


    
	
      By:
	
      /s/ Richard Pace

	 	
      Title:
	
      Director

	 	 	 
	 	 	 
	
      By:
	
      /s/ Shayn P. March

	 	
      Title:
	
      Vice President



 

 

	
       

      
      
      $26,666,666.67
      


    	
      CREDIT SUISSE FIRST BOSTON,

      CAYMAN ISLANDS BRANCH

	
      By:
	
      /s/ Kristin Lepri

	 	
      Title:
	
      Associate

	 	 	 
	 	 	 
	
      By:
	
      /s/ Bill O'Daly

	 	
      Title:
	
      Director



 

 

	
       

      
      
      $26,666,666.67
      


    	
      HSBC BANK USA

	
      By:
	
      /s/ Christopher M. Samms

	 	
      Title:
	
      Officer, First Vice President

	 	 	 
	 	 	 


 


 


	 	
      
        
        Participants
        


      
	
      
        $23,333,333.33
      


    	
      FIRST UNION NATIONAL BANK

	
      By:
	
      /s/ Henry H. Hagan

	 	
      Title:
	
      Senior Vice President

	 	 	 
	 	 	 


 

 

	
      
        $16,666,666.67
      


    	
      BANK OF MONTREAL

	
      By:
	
      /s/ Brian L. Banke

	 	
      Title:
	
      Vice President

	 	 	 
	 	 	 


 

 

	
      
        $16,666,666.67
      


    	
      BANK OF TOKYO-MITSUBISHI TRUST COMPANY

	
      By:
	
      /s/ P. Donnelly

	 	
      Title:
	
      Vice President

	 	 	 
	 	 	 


 

 

	
      
        $16,666,666.67
      


    	
      BANK ONE

	
      By:
	
      /s/ Jules Panno

	 	
      Title:
	
      Director

	 	 	 
	 	 	 


 

 

	
      
        $16,666,666.67
      


    	
      DANSKE BANK

	
      By:
	
      /s/ George B. Wendell

	 	
      Title:
	
      Vice President

	 	 	 
	 	
      /s/ John O'Neill

	 	
      Title:
	
      Assistant General Manager



 

 

	
      
        $16,666,666.67
      


    	
      FLEET NATIONAL BANK

	
      By:
	
      /s/ Irene Bertozzi-Bartenstein

	 	
      Title:
	
      Vice President

	 	 	 


 

 

	
      
        $16,666,666.67
      


    	
      ROYAL BANK OF CANADA

	
      By:
	
      /s/ Ritta Y. Lee

	 	
      Title:
	
      Vice President

	 	 	 


 

 

	
      
        $16,666,666.67
      


    	
      SOCIETE GENERAL

	
      By:
	
      /s/Carol Radice

	 	
      Title:
	
      Vice President

	 	 	 


 

 

	
      
        $16,666,666.67
      


    	
      THE BANK OF NOVA SCOTIA

	
      By:
	
      /s/M.R.Bradley

	 	
      Title:
	
      Authorized Signatory

	 	 	 


 

 

	
      
        $8,333,333.33
      


    	
      MELLON BANK, N.A.

	
      By:
	
      /s/J. Wade Bell

	 	
      Title:
	
      Vice President

	 	 	 



PRICING SCHEDULE


Each of "Facility Fee Rate" and "Eurocurrency Margin"
means, for any date, the rate set forth below in the row opposite such term and
in the row corresponding to the "Utilization" at such date and
under the column corresponding to the "Pricing Level" at such
date; provided that the Eurocurrency Margin for any day on or after the
Termination Date will be the applicable rate set forth below plus 50 basis
points:



	 	
      Level I
	
      Level II
	
      Level III
	
      Level IV
	
      Level V
	
      Level VI

	
      Facility Fee Rate
	
      0.06%
	
      0.07%
	
      0.08%
	
      0.10%
	
      0.125%
	
      0.15%

	
      Eurocurrency Margin

      Utilization #
      50%

      Utilization > 50%
	
      0.165%

      0.415%
	
      0.18%

      0.43%
	
      0.295%

      0.545%
	
      0.40%

      0.65%
	
      0.625%

      0.875%
	
      0.85%

      1.10%




For purposes of this Schedule, the following terms have the following
meanings, subject to the concluding paragraph of this Schedule:

"Level I Pricing" applies at any date if, at such date, the
Borrower's long-term debt is rated (i) A+ or higher by
S&P or (ii) A1 or higher by Moody's.

"Level II Pricing" applies at any date if, at such date, (i) (A) the
Borrower's long-term debt is rated A or higher by S&P or
(B) A2 or higher by Moody's and (ii) Level I Pricing
does not apply.

"Level III Pricing" applies at any date if, at such date, (i) (A) the
Borrower's long-term debt is rated A- or higher by
S&P or (B) A3 or better by Moody's and
(ii) neither Level I Pricing nor Level II Pricing applies.

"Level IV Pricing" applies at any date, if at such date, (i) (A) the
Borrower's long-term debt is rated BBB+ or higher by S&P or
(B) Baa1 or higher by Moody's and (ii) none of Level I
Pricing, Level II Pricing and Level III Pricing applies.

"Level V Pricing" applies at any date if, at such date, (i) (A) the
Borrower's long-term debt is rated BBB or higher by S&P or
(B) Baa2 or higher by Moody's and (ii) none of Level I Pricing,
Level II Pricing, Level III and Level IV Pricing applies.

"Level VI Pricing" applies at any date if, at such date, no
other Pricing Level applies.

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

"Pricing Level" refers to the determination of which of
Level I, Level II, Level III, Level IV, Level V or Level VI applies at any date.

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

"Utilization" means, at any date, the percentage equivalent
of a fraction (i) the numerator of which is the aggregate principal amount of
all Loans outstanding denominated in Dollars together with the Currency
Equivalent in Dollars of all Loans denominated in Alternative Currencies at such
date and (ii) the denominator of which is the amount of the Total Commitment at
such date. If for any reason any Loans remain outstanding after termination of
the Total Commitment, Utilization shall be deemed to be 100%.

The credit ratings to be utilized for purposes of this Schedule are those
assigned to the senior unsecured long-term debt securities of the
Borrower without third-party enhancement, and any rating assigned to any
other debt security of the Borrower shall be disregarded. The rating in effect
at any date is that in effect at the close of business of such date.

If the Borrower is split-rated and the ratings differential is one
level, the higher of the two ratings will apply (e.g. A+/A2 results in
Level I Pricing and A-/Baa1 results in Level III Pricing). If the
Borrower is split-rated and the ratings differential is two levels or
more, the average of the two ratings (or the higher of two intermediate ratings)
shall be used (e.g. A+/Baa1 results in Level II Pricing and A/BBB results
in Level III Pricing).

EXHIBIT A to

Credit Agreement

 TEXTRON INC.

 PROMISSORY NOTE

 

 

New York, New York

 

_____ __, 20__

FOR VALUE RECEIVED, the undersigned [NAME OF BORROWER], a _____________
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the
order of ______________ (the "Payee") for the account of its
Applicable Lending Office, on the maturity date provided for in the Credit
Agreement, the unpaid principal amount of each Loan made by the Payee to the
Borrower pursuant to the Credit Agreement referred to below.

The Borrower also promises to pay interest on the unpaid principal amount
hereof from the date hereof until paid in full at the rates and at the times
which shall be determined in accordance with the provisions of the
364-Day Credit Agreement dated as of April 1, 2002 (such Agreement, as
amended, amended and restated, supplemented or otherwise modified from time to
time, being the "Credit Agreement") among the Borrower, the Banks
listed therein, JPMorgan Chase Bank, as Administrative Agent and Bank of
America, N.A., Citibank, N.A., Deutsche Bank AG New York Branch and UBS Warburg
LLC, as Co-Syndication Agents.

This Note is one of the Borrower's "Notes" and is issued
pursuant to and entitled to the benefits of the Credit Agreement to which
reference is hereby made for a more complete statement of the terms and
conditions under which the Loans evidenced hereby were made and are to be
repaid. Capitalized terms used herein without definition shall have the meanings
set forth in the Credit Agreement.

All payments of principal and interest in respect of this Note shall be made
in the currency in which the Loan is denominated in same day funds (or, if the
Loan was made in an Alternative Currency, in such funds as may be then customary
for the settlement of international transactions in such Alternative Currency),
in accordance with the terms of the Credit Agreement. Each of the Payee and any
subsequent holder of this Note agrees, by its acceptance hereof, that before
disposing of this Note or any part thereof it will make a notation on the
Schedule attached hereto of all principal payments previously made hereunder and
of the date to which interest hereon has been paid; provided, however,
that the failure to make a notation of any payment made on this Note shall not
limit or otherwise affect the obligation of the Borrower hereunder with respect
to payments of principal or interest on this Note.

Whenever any payment on this Note shall be stated to be due on a day which is
not a Business Day, such payment shall be made on the next succeeding Business
Day and such extension of time shall be included in the computation of the
payment of interest on this Note; provided, however, that in the event
that the day on which payment relating to a Eurocurrency Rate Loan is due is not
a Business Day but is a day of the month after which no further Business Day
occurs in such month, then the due date thereof shall be the next preceding
Business Day.

This Note is subject to mandatory prepayment as provided in Section 2.10(c)
of the Credit Agreement and prepayment at the option of the Borrower as provided
in Section 2.10(b) of the Credit Agreement.

Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued but unpaid interest
thereon, may become, or may be declared to be (shall automatically become and be
declared to be, in the case of certain Events of Default relating to bankruptcy
matters), due and payable in the manner, upon the conditions and with the effect
provided in the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided
in the Credit Agreement.

The Borrower promises to pay all costs and expenses, including
attorneys' fees, all as provided in Section 10.02 of the Credit
Agreement, incurred in the collection and enforcement of this Note. The Borrower
hereby consents to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waives diligence, presentment, protest,
demand and notice of every kind and, to the full extent permitted by law, the
right to plead any statute of limitations as a defense to any demand hereunder.

The Credit Agreement and this Note shall be governed by, and shall be
construed and enforced in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and
delivered by its duly authorized officer, as of the day and year and at the
place first above written.

	 	
      
        TEXTRON INC.
      


    
	
      By:
	 
	 	
      Name:
	 
	 	
      Title:
	 


 

 

     EXHIBIT

LOANS AND PRINCIPAL PAYMENTS SCHEDULE



	
      Date
	
      Type of Loan Made This Date
	
      Amount of Loan Made This Date
	
      Amount of Principal Paid This Date
	
      Outstanding Principal Balance This Date
	
      Notation Made By

	 	 	 	 	 	 
	 	 	 	 	 	 



EXHIBIT B to

Credit Agreement

 

OPINION OF COUNSEL

 FOR THE

 BORROWER

 [Letterhead of Textron Inc.]

 [DATE]

JPMorgan Chase Bank,

   as Administrative Agent

270 Park Avenue

New York, New York 10017

and

The Banks Party to the Credit

Agreement Referenced Below




  
    
      
        Re:     364-Day
        Credit Agreement dated as of April 1, 2002 among Textron Inc., the Banks
        named therein, JPMorgan Chase Bank, as Administrative Agent and Bank of
        America, N.A., Citibank, N.A., Deutsche Bank AG New York Branch and UBS
        Warburg LLC, as

        Co-Syndication Agents

      

    

  



Ladies and Gentlemen:

I am the Senior Associate General Counsel of Textron Inc., a Delaware
corporation ("Company"). This opinion is rendered to you
pursuant to Section 3.01(b) of the 364-Day Credit Agreement dated as of
April 1, 2002 (the "Credit Agreement") among the Company, the
Banks named as parties thereto (the "Banks"), JPMorgan Chase
Bank, as Administrative Agent ("Agent") and Bank of America,
N.A., Citibank, N.A., Deutsche Bank AG New York Branch and UBS Warburg LLC, as
Co-Syndication Agents. The undersigned has prepared this opinion and
delivered it to the Banks for their benefit at the request of the Company.
Unless otherwise defined herein, capitalized terms used herein have the meanings
set forth in the Credit Agreement.

In my capacity as Senior Associate General Counsel I have examined originals,
or copies identified to my satisfaction , of such records, documents or other
instruments as in my judgement are necessary or appropriate to enable me to
render the opinions expressed below. I am familiar, either directly or by
inquiry of other officers or employees of the Company and its Subsidiaries or
others, and/or through examination of the Company's and its
Subsidiaries' books and records, with the business, affairs and records
of the Company and its Subsidiaries requisite to giving this opinion. Where and
as this opinion states conclusions based upon the absence of facts, I have
received in the course of my employment no contrary information and would expect
to receive such information if an officer of the Company had notice thereof.

I have been furnished with, and have obtained and relied without independent
investigation upon, such certificates and assurances from public officials as I
have deemed necessary or appropriate. In my examinations, I have assumed (a) the
genuineness of all signatures as to all parties other than the Borrowers, the
conformity to original documents of all documents submitted to em as copies or
drafts and the authenticity of such originals of such latter documents, (b) as
to all Persons other than the Borrowers, the due completion, execution,
acknowledgment as indicated thereon and delivery of documents recited herein and
therein and the validity and enforceability against all parties thereto, and (c)
that each Person other than the Borrowers which is a party to the Credit
Agreement has full power, authority and legal right, under its charter and other
governing documents, corporate legislation and the laws of its jurisdiction of
incorporation, to perform its respective obligations under the Credit Agreement.

I have investigated such questions of law for the purpose of rendering this
opinion as I have deemed necessary. I am opining herein only as to the United
States federal laws, the corporate laws of the State of Delaware and the laws of
the State of New York.

On the basis of the foregoing, and in reliance thereon, and subject to the
limitations, qualifications and exceptions set forth herein, I am of the opinion
that:

1.     Each Borrower is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation. Each Borrower has all requisite corporate
power and authority to own and operate its properties, to carry on its business
as now conducted and proposed to be conducted, to enter into the Credit
Agreement and to carry out the transactions contemplated thereby.

2.     Each Borrower is in good
standing wherever necessary to carry on its present business and operations,
except in jurisdictions in which the failure to be in good standing has not had
and will not have a material adverse effect on the conduct of the business of
Company and its Subsidiaries, taken as a whole.

3.     The execution, delivery
and performance of the Credit Agreement and the borrowing of the Loans have been
duly authorized by all necessary corporate action by each Borrower.

4.     The execution, delivery
and performance by each Borrower of the Credit Agreement and the issuance,
delivery and performance of the Notes issued thereunder today and the borrowing
of the Loans do not and will not (i) violate any provision of law applicable to
the Company or any of its Subsidiaries, the Certificates of Incorporation or
By-laws of the Company or any of its Subsidiaries, or, to my knowledge
(after inquiry), any order, judgment or decree of any court or other agency of
government binding on the Company or any of its Subsidiaries, (ii) conflict
with, result in a breach of or constitute (with due notice or lapse of time or
both) a default under any Contractual Obligation of the Company or any of its
Subsidiaries of which I am aware (after inquiry), (iii) result in or require the
creation or imposition of any material Lien upon any of the material properties
or assets of the Company or any of its Subsidiaries under any such Contractual
Obligation or (iv) require any approval of stockholders or any approval or
consent of any Person under any Contractual Obligation of the Company or any of
its Subsidiaries of which I am aware (after inquiry) other than such approvals
and consents which will be obtained on or before the Effective Date.

5.     The execution, delivery
and performance by each Borrower of the Credit Agreement and the issuance,
delivery and performance by each Borrower of the Notes to be issued by such
Borrower today will not require any registration with, consent or approval of,
or notice to, or other action to, with or by, any federal , state or other
Governmental Authority or regulatory body other than any such registration,
consent, approval, notice or other action which has been duly made, given or
taken.

6.     The Credit Agreement and
the Notes issued thereunder today are, and, each Loan when made will be, the
legally valid and binding obligations of the applicable Borrower, enforceable
against such Borrower in accordance with its respective terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally or
by equitable principles relating to enforce ability.

7.     Except as disclosed in
the Financial Statements delivered to the Banks pursuant to Section 4.03 of the
Credit Agreement, to my knowledge (after inquiry), there is no action, suit,
proceeding, governmental investigation or arbitration (whether or not
purportedly on behalf of the Company or any of its Subsidiaries) at law or in
equity or before or by any federal, state, municipal or other governmental
department, commission, board, bureau, agency, court or instrumentality,
domestic or foreign, pending or, to my knowledge threatened against or affecting
the Company or any of its Subsidiaries or any property of the Company or any of
its Subsidiaries which is probable of being successful and which would have
Material Adverse Effect.

8.     Neither the Company nor
any of its Subsidiaries is subject to regulation under the Public Utility
Holding Company Act of 1935 or to any federal or state statute or regulation
limiting its ability to incur Indebtedness for money borrowed as contemplated by
the Credit Agreement.

9.     Neither the Company nor
any of its Subsidiaries is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing or
carrying any Margin Stock.

Very truly yours,

 


	
      Very truly yours,

	
      





 

Exhibit C to

Credit Agreement

 [Letterhead of

Davis Polk & Wardwell]

 

 

[Date]

To the Banks and the Agents

Referred to Below

c/o JPMORGAN CHASE BANK,

   as Administrative Agent

270 Park Avenue

New York, New York 10017

     Dear Sirs:

We have participated in the preparation of the 364-Day Credit
Agreement dated as of April 1, 2002 (the "Credit Agreement")
among Textron Inc., a Delaware corporation (the "Company"), the
Banks party thereto, JPMorgan Chase Bank, as Administrative Agent (the "Administrative
Agent") and Bank of America, N.A., Citibank, N.A., Deutsche Bank AG New
York Branch and UBS Warburg LLC, as Co-Syndication Agents (the "Co-Syndication
Agents" and together with the Administrative Agent, the "Agents"),
and have acted as special counsel for the Agents for the purpose of rendering
this opinion pursuant to Section 3.01(c) of the Credit Agreement. Terms defined
in the Credit Agreement are used herein as therein defined.

We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as we have deemed necessary or advisable for purposes of this
opinion.

Upon the basis of the foregoing, we are of the opinion that:

1.     The execution, delivery
and performance by the Company of the Credit Agreement are within the
Company's corporate powers and have been duly authorized by all
necessary corporate action.

2.     The Credit Agreement
constitutes a valid and binding agreement of the Company and the Notes to be
issued thereunder today constitute a valid and binding obligation of the
Company, in each case enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency or similar laws affecting creditors'
rights generally and general principles of equity.

We are members of the Bar of the State of New York and the foregoing opinion
is limited to the laws of the State of New York, the federal laws of the United
States of America and the General Corporation Law of the State of Delaware. In
giving the foregoing opinion, we express no opinion as to the effect (if any) of
any law of any jurisdiction (except the State of New York) in which any Bank is
located which limits the rate of interest that such Bank may charge or collect.

This opinion is rendered solely to you in connection with the above matter.
This opinion may not be relied upon by you for any other purpose or relied upon
by any other Person without our prior written consent.

 


	
      Very truly yours,

	 




Exhibit D-1 to

Credit Agreement



[FORM OF NOTICE OF SYNDICATED BORROWING]

 

 

Pursuant to Section 2.01(b) of that certain 364-Day Credit Agreement
dated as of April 1, 2002 among Textron Inc., a Delaware corporation (the "Company"),
the Banks listed therein (the "Banks"), JPMorgan Chase Bank, as
Administrative Agent (the "Agent") and Bank of America, N.A.,
Citibank, N.A., Deutsche Bank AG New York Branch and UBS Warburg LLC, as
Co-Syndication Agents (such Agreement as amended to the date hereof
being the "Credit Agreement"), this represents the undersigned
Borrower's request to borrow on __________, 20__ from the Banks in
accordance with each Bank's Pro Rata share __________ [specify currency]
as [Base Rate/Eurocurrency Rate] Loans. [The initial Interest Period for such
Loans is requested to be a __________ period.] The proceeds of such Loans are to
be deposited in the Borrower's account designated below. The Borrower
represents and warrants to the Banks and the Agent that, after giving effect to
the Borrowing requested hereby and the making of all loans requested but not
funded as of the proposed Funding Date of the Borrowing requested hereby, the
aggregate principal amount of all Loans outstanding in Dollars is $____________
and the aggregate principal amount of all Loans outstanding in [specify for each
Alternative Currency in which Loans are outstanding] is __________. Capitalized
terms used herein without definition shall have the meanings set forth in the
Credit Agreement.

Dated:


	 	
      
        [NAME OF BORROWER]
      


    
	
      By:
	 
	 	
      Name:
	 
	 	
      Title:
	 
	 	 	 
	 	 	 
	 	
      Account Designation

	 	
      Name of Bank:

	 	
      Account Number:





Exhibit D-2 to

Credit Agreement

[FORM OF NOTICE OF COMPETITIVE BID BORROWING]

[Name and Address of Bank]

 

 

Gentlemen:

 

The undersigned refers to the 364-Day Credit Agreement, dated as of
April 1, 2002, among Textron Inc., the Banks listed therein, JPMorgan Chase
Bank, as Administrative Agent and Bank of America, N.A., Citibank, N.A.,
Deutsche Bank AG New York Branch and UBS Warburg LLC, as Co-Syndication
Agents (such agreement as amended to the date hereof being the "Credit
Agreement") and hereby gives you notice pursuant to Section 2.02(b) of
the Credit Agreement that the undersigned hereby requests a Competitive Bid Loan
under the Credit Agreement, and in that connection sets forth the terms on which
such Competitive Bid Loan is requested to be made:


  
    
      
        (A) Date of Competitive Bid
        Borrowing          ________________

        (B) Amount of Competitive Bid
        Loan              ________________

        (C) Interest Period (Maturity Date)
                      
         ________________

        (D) Currency of Competitive Bid
        Loan            ________________

        (E) Account Designation:

        
          
            Bank                                          
            ________________

            Account
            Number                       
             ________________

          

        

        (F)      Interest
        Payment Date(s)
                              
        ________________

        (G) Type of Competitive Bid Loan

        
          
            (Absolute Rate/LIBOR)
                           ________________

          

        

        (H) Aggregate Principal Amount of

        Loans Outstanding in:

        
          
            Dollars                                        
             ________________

            [specify for each Alternative

            Currency in which Loans

            are
            outstanding]                         
               ________________

          

        

        
        1(I)     ___________________________          ________________

        
        1Insert additional terms, if any.

      

    

  



The undersigned hereby confirms and represents, as of the date hereof and as
of the date of the Competitive Bid Loan, that 2have been satisfied.


	 	
      
        Very truly yours,

        [Name of Borrower]
      


    
	
      By:
	 
	 	
      Name:
	 
	 	
      Title:
	 





2 Insert conditions to Borrowing as agreed between the Borrower and the
Bank.

 

 

 

 

     Exhibit
D-3 to

     Credit
Agreement

     [FORM OF NOTICE OF
CONVERSION/CONTINUATION]

Pursuant to that certain 364-Day Credit Agreement dated as of April
1, 2002 (as amended to the date hereof, the "Credit Agreement")
among Textron Inc. (the "Company"), the Banks listed therein,
JPMorgan Chase Bank, as Administrative Agent and Bank of America, N.A.,
Citibank, N.A., Deutsche Bank AG New York Branch and UBS Warburg LLC, as
Co-Syndication Agents, this represents the undersigned
Borrower's request [A: to convert $_________ in principal amount of
presently outstanding Base Rate Loans with an Interest Payment Date of
__________, 20__ to Eurocurrency Rate Loans on __________, 20__. The Interest
Period for such Eurocurrency Rate Loans commencing on such Interest Payment Date
is requested to be a __________ period.] [B: to continue as Eurocurrency Rate
Loans __________ in [specify currency] in principal amount of presently
outstanding [Eurocurrency Rate] Loans with an Interest Payment Date of
__________, 20__. The Interest Period for such Eurocurrency Rate Loans
commencing on such Interest Payment Date is requested to be a __________
period.]1


The undersigned officer, to the best of his knowledge, and the Borrower
certify that no Event of Default or Potential Event of Default has occurred and
is continuing under the Credit Agreement. Capitalized terms used herein without
definition have the meanings set forth in the Credit Agreement.

Dated:


	
      
         
      


    	
      
        [Name of Borrower]
      


    
	
      By:
	 
	 	
      Name:
	 
	 	
      Title:
	 





1 Insert A or B with appropriate insertions.

     Exhibit E to

     Credit
Agreement

TEXTRON INC.

Compliance Certificate

With reference to the provisions of Section 5.01 of the 364-Day
Credit Agreement (the "Agreement") dated as of April 1, 2002,
as amended, among Textron Inc. (the "Company"), the Banks
listed therein, JPMorgan Chase Bank, as Administrative Agent and Bank of
America, N.A., Citibank, N.A., Deutsche Bank AG New York Branch and UBS Warburg
LLC, as Co-Syndication Agents, the undersigned, being Vice President and
Controller (Principal Accounting Officer) of the Company, hereby certifies that:


  
    
      
        a) the consolidated balance sheet at [insert date] and the related
        consolidated statements of income and cash flows for the year then ended
        which were included in the accompanying Annual Report on Form
        10-K/10-Q for the [year/quarter] ended [insert date],
        present fairly the consolidated financial position of Textron Inc. at
        [insert date] and the consolidated results of its operations and its
        cash flows for the year then ended, in conformity with generally
        accepted accounting principles which have been applied on a consistent
        basis during the period except as noted in such Report;

        b) with respect to Section 6.03(a) of the Agreement, the
        Company's Consolidated Net Worth (as defined in the Agreement)
        was greater than [insert amount] as at [insert date] (see Schedule A
        attached hereto);

        c) with respect to Section 6.03(b) of the Agreement, the
        Company's Interest Coverage Ratio (as defined in the Agreement)
        was greater than 1.5 to 1.0 as at [insert date] (see calculation set
        forth on Schedule A attached hereto):

        d) the undersigned has reviewed the terms of the Agreement and has
        made, or caused to be made under the undersigned's supervision,
        a review in reasonable detail of the transactions and condition of the
        Company and its consolidated subsidiaries during the accounting period
        covered by the above-referenced financial statements and the
        undersigned has no knowledge of the existence as at the date of this
        certificate of any condition or event which constitutes an Event of
        Default or a Potential Event of Default (as such terms are defined in
        the Agreement).

      

    

  



IN WITNESS WHEREOF, the undersigned has hereunto set his hand this day of , .

________________________

Vice President and Controller

     Schedule A

TEXTRON INC.

Financial Covenants

(in millions, except ratios)

	 	
      [Insert Date]

	
      Section 6.03(a) -
	 
	
      
        
          Consolidated Net Worth
        


      

    	
      $

	
      
        
          Less: Affiliate Amount 
        


      

    	 
	 _______________________________________________________________________________________	 $
	
      
        
          Minimum permitted:
        


      

    	 
	
      
        
          
            
              Minimum permitted as of 12/29/01
            


          

        

      

    	
      $ 3,000.00

	
      
        
          
            
              Add: Consolidated net income (loss)
            


          

        

      

    	 
	
      
        
          
            
              (adjusted to 12/29/01 GAAP)
            


          

        

      

    	 
	
      
        
          
            
              For the quarter ended [Insert Date]
            


          

        

      

    	 
	
      
        
          
            
              
                  If income, X 40%
              


            

          

        

      

    	 
	
      
        
          
            
              
                  If loss, X 0%
              


            

          

        

      

    	 
	
      
        
          
            
              [Repeat for subsequent quarters]
            


          

        

      

    	 
	
      __________________________________________________________________
    	$
	
      
        
          Add: Equity issuances (excluding exercise

          of employee stock options)
        


      

    	 
	
      
        
          Minimum permitted as of [Insert Date]
        


      

    	
      $ 0.0

	
      Section 6.03(b) - Interest Coverage Ratio
	
      Four fiscal quarter period ended [Insert Date]

	
      Consolidated EBITDA
	
      $

	
      Consolidated Interest Expense
	
      $

	
      
        
          
            
              Consolidated EBITDA to Consolidated

              Interest Expense
            


          

        

      

    	 
	
      Minimum permitted
	
      1.5 to 1.0



     Exhibit F to

     Credit
Agreement

FORM OF TRANSFER SUPPLEMENT

TRANSFER SUPPLEMENT, dated as of __________, 20__, among [NAME OF BANK] (the
"Transferor Bank") and each bank listed as a Purchasing Bank on
the signature pages hereof (each, a "Purchasing Bank"), and
JPMorgan Chase Bank, as Administrative Agent (the "Agent") for
the Banks under the Credit Agreement described below and as agreed to by Textron
Inc., a Delaware corporation (the "Company").


W I T N E S S E T H


WHEREAS, this Transfer Supplement is being executed and delivered pursuant to
Section 10.01(f) of the 364-Day Credit Agreement dated as of April 1,
2002, among the Company, the Agent, the Banks listed therein and Bank of
America, N.A., Citibank, N.A., Deutsche Bank AG New York Branch and UBS Warburg
LLC, as Co-Syndication Agents (as such agreement may be amended, amended
and restated, supplemented, or otherwise modified from time to time, the "Credit
Agreement"); capitalized terms used and not otherwise defined herein
being used herein as therein defined);

WHEREAS, each Purchasing Bank (if it is not already a Bank party to the
Credit Agreement) wishes to become a Bank party to the Credit Agreement; and

WHEREAS, the Transferor Bank is selling and assigning to each Purchasing Bank
certain rights, obligations and commitments of the Transferor Bank under the
Credit Agreement;

NOW, THEREFORE, the parties hereto hereby agree as follows:

(a) Upon the execution and delivery of this Transfer Supplement by each
Purchasing Bank, the Transferor Bank, the Agent and the Company, each such
Purchasing Bank shall be a Bank party to the Credit Agreement for all purposes
thereof.

(b) The Transferor Bank acknowledges receipt from each Purchasing Bank of an
amount equal to the purchase price, as agreed between the Transferor Bank and
such Purchasing Bank, of the portion being purchased by such Purchasing Bank
(such Purchasing Bank's "Purchased Pro Rata Share") of the
outstanding principal amount of, and accrued interest on, the Loans and all
other amounts owing to the Transferor Bank under the Credit Agreement to the
extent shown on Schedule I hereto. The Transferor Bank hereby irrevocably sells,
assigns and transfers to each Purchasing Bank, without recourse, representation
or warranty, and each Purchasing Bank hereby irrevocably purchases, takes and
assumes from the Transferor Bank, such Purchasing Bank's Purchased Pro
Rata Share of the Commitment of the Transferor Bank and the presently
outstanding Loans and other amounts owing to the Transferor Bank under the
Credit Agreement as shown on Schedule I, together with all the corresponding
rights and obligations of the Transferor Bank in, to and under all instruments
and documents pertaining thereto.

(c) The Transferor Bank has made arrangements with each Purchasing Bank with
respect to the portion, if any, to be paid by the Transferor Bank to such
Purchasing Bank of fees heretofore received by the Transferor Bank pursuant to
the Credit Agreement.

(d) Each Purchasing Bank or the Transferor Bank (as they have mutually
agreed) has paid to the Agent a non-refundable fee of $3,000 (per
Purchasing Bank) to cover administrative and other expenses, as provided in
Section 10.01(e) of the Credit Agreement.

(e) From and after the date hereof, principal, interest, fees, commissions
and other amounts that would otherwise be payable to or for the account of the
Transferor Bank pursuant to or in respect of the Credit Agreement transferred to
each Purchasing Bank hereunder shall, instead, be payable to or for the account
of the Transferor Bank and each of the Purchasing Banks, as the case may be, in
accordance with their respective interests as reflected in this Transfer
Supplement, whether such amounts have accrued prior to the date hereof or accrue
subsequent to the date hereof.

(f) Concurrently with the execution and delivery hereof, the Company, the
Transferor Bank and each Purchasing Bank shall make appropriate arrangements so
that replacement Notes, if requested, are issued to the Transferor Bank, and new
Notes or replacement Notes, if requested, are issued to each Purchasing Bank, in
each case in principal amounts reflecting, in accordance with the Credit
Agreement, outstanding Loans owing to them in which they participate and, as
appropriate, their Commitment (as adjusted pursuant to this Transfer Supplement)
as shown in Schedule I.

(g) Concurrently with the execution and delivery hereof, the Agent will, at
the expense of the Transferor Bank, provide to each Purchasing Bank (if it is
not already a Bank party to the Credit Agreement) conformed copies of all
documents delivered to the Agent on the Effective Date in satisfaction of the
conditions precedent set forth in the Credit Agreement.

(h) Each of the parties to this Transfer Supplement agrees that at any time
and form time to time upon the written request of any other party, it will
execute and deliver such further documents and do such further acts and things
as such other party may reasonably request in order to effect the purposes of
this Transfer Supplement.

(i) Schedule I hereto sets forth the revised Commitment, amount of
outstanding Loans and the Pro Rata Shares of the Transferor Bank and each
Purchasing Bank as well as administrative information with respect to each
Purchasing Bank.

(j) THIS TRANSFER SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this Transfer Supplement
to be executed by their respective duly authorized officers as of the date first
set forth above.

 


	
      
        [NAME OF BANK], as Transferor Bank
      


    
	
      By:
	 
	 	
      Name:
	 
	 	
      Title:
	 
	
      [NAME OF PURCHASING BANK],

      as Purchasing Bank

	
      By:
	 
	 	
      Name:
	 
	 	
      Title:
	 
	
      MORGAN GUARANTY TRUST

      COMPANY OF NEW YORK,

      as Administrative Agent

	
      By:
	 
	 	
      Name:
	 
	 	
      Title:
	 




	
      [Agreed to as of this __

      day of ______, 20__

	
      
        Company Name
      


    
	
      By:
	 
	 	
      Name:
	 
	 	
      Title:]
	 


SCHEDULE I

to

Transfer Supplement dated as of ______, 20__

[Transferor Bank]

Amount of Commitment, Outstanding Loans and Pro Rata share:

Prior to giving effect to transfer:

                                       
Amount of Commitment                                          
$


  
    
      
        Amount of Outstanding Syndicated

             Loans                                                                
        $

        Amount of Outstanding Competitive

            Bid Loans                                                        
          $

      

    

  



                                      
Pro Rata Share                                                                            
 %

 After giving effect to transfer:

                                       
Amount of Commitment                                       
 $


  
    
      
        Amount of Outstanding Syndicated

            Loans                                                               
        $

        Amount of Outstanding Competitive

           Bid Loans                                                          
        $

      

    

  



                                       
Pro Rata Share                                                                         
  %

[Purchasing Bank]

Offices:

                                      

Domestic Lending Office                                           
     Notices



  
    
      
Address:

Attn:

Telephone:

Telecopy:

      

    

  



                                    

Eurocurrency Lending Office                                 
        Notices     


  
    
      
Address:

Attn:

Telephone:

Telecopy:

      

    

  



Commitment, Loans Transferred and Pro Rata Share:


  
    
      
Amount of Commitment                                             
$

Amount of Outstanding
Loans                                    
$

Purchased Pro Rata Share                                                            
  %

      

    

  



     Exhibit G to

     Credit
Agreement

LOAN ASSUMPTION AGREEMENT

Reference is hereby made to the 364-Day Credit Agreement dated as of
April 1, 2002 (such Agreement as amended to the date hereof and as it may be
amended, amended and restated, supplemented or otherwise modified from time to
time in accordance with the terms thereof being the "Credit Agreement")
among Textron Inc., the Banks listed therein, JPMorgan Chase Bank, as
Administrative Agent and Bank of America, N.A., Citibank, N.A., Deutsche Bank AG
New York Branch and UBS Warburg LLC, as Co-Syndication Agents. The
undersigned desires to become a Borrower (as defined in the Credit Agreement)
under the Credit Agreement. In consideration of the covenants and mutual
promises contained therein, the undersigned acknowledges the terms of the Credit
Agreement and agrees to assume the Credit Agreement as a Subsidiary Borrower as
if it were originally a signatory thereto and to be bound thereby and under any
Loans (as defined in the Credit Agreement) incurred by it as if it were an
original Borrower thereunder.

 


	
      
        [Insert Name of Subsidiary]
      


    
	
      By:
	 
	 	
      Date:

	 	
      Notice Address:

      [Insert Name of Subsidiary]

      Textron Inc.

      40 Westminster0. Street

      Providence, RI 02903

      Attention: Treasurer

	 	
      with a copy to:

      Textron Inc.

      40 Westminster Street

      Providence, RI 02903

      Attention: General Counsel





The undersigned hereby acknowledges the foregoing and further acknowledges
that the guarantee set forth in Article 9 of the Credit Agreement is not
affected by the addition of the above signed Subsidiary as a Borrower under the
Credit Agreement.

 


	
      
        TEXTRON INC.
      


    
	
      By:
	 
	 	
      Date:





Exhibit H to

     Credit
Agreement

EXTENSION AGREEMENT

JPMorgan Chase Bank, as Administrative Agent

    under the Credit Agreement referred to below

270 Park Avenue

New York, New York 10017



Ladies and Gentlemen:

Effective as of [date], the undersigned hereby agrees to extend its
Commitment and the Termination Date under the 364-Day Credit Agreement
dated as of April 1, 2002 (the "Credit Agreement") among
Textron Inc., the banks listed therein, JPMorgan Chase Bank, as Administrative
Agent, and Bank of America, N.A., Citibank, N.A., Deutsche Bank AG New York
Branch and UBS Warburg LLC as Co-Syndication Agents, for 364 days to
[date to which the Termination Date is to be extended] pursuant to Section
2.01(d) of the Credit Agreement. Terms defined in the Credit Agreement are used
herein as therein defined.

This Extension Agreement shall be construed in accordance with and governed
by the law of the State of New York. This Extension Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.

 


	
      
        [NAME OF BANK]
      


    
	
      By:
	 
	 	
      Title:
	 




Agreed and Accepted:

	
      [NAME OF BORROWER]

      as Borrower

	
      By:
	 
	 	
      Title:
	 
	
      TEXTRON INC.

      as Guarantor

	
      By:
	 
	 	
      Title:
	 
	
      JPMORGAN CHASE BANK

      as Administrative Agent

	
      By:
	 
	 	
      Title: