EXHIBIT 10.11


                                  $192,500,000


                    364-DAY REVOLVING CREDIT AND COMPETITIVE
                           ADVANCE FACILITY AGREEMENT



                                   dated as of


                                  July 27, 2001


                                      among



                     THE READER'S DIGEST ASSOCIATION, INC.,
                           as Borrower and Guarantor,


                     The Borrowing Subsidiaries Party Hereto

                            The Lenders Party Hereto

                                       and

                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent

                               ABN AMRO BANK N.V.,
                                 COMMERZBANK AG,
                             MIZUHO FINANCIAL GROUP
                                       and
                              WACHOVIA BANK, N.A.,
                     as Arrangers and Co-Syndication Agents


                            -------------------------


                          J. P. MORGAN SECURITIES INC.,
                      as Lead Arranger and Sole Bookrunner





<PAGE>


                                TABLE OF CONTENTS

                                                                      Page

                                    ARTICLE I
                                   DEFINITIONS


SECTION    1.01  Definitions................................             1
           1.02  Accounting Terms
                       and Determinations...................            14

                                   ARTICLE II
                                    THE LOANS


SECTION    2.01  Commitments................................            14
           2.02  Loans......................................            14
           2.03  Competitive Bid Procedure..................            15
           2.04  Standby Borrowing Procedure................            17
           2.05  Swingline Loans............................            17
           2.06  Conversion and Continuation of Standby
                       Loans................................            18
           2.07  Fees.......................................            18
           2.08  Repayment of Loans; Evidence of Debt.......            19
           2.09  Interest on Loans..........................            20
           2.10  Default Interest...........................            20
           2.11  Alternate Rate of Interest.................            20
           2.12  Termination and Reduction of Commitments...            21
           2.13  Prepayment.................................            21
           2.14  Reserve Requirements; Change in
                       Circumstances........................            22
           2.15  Change in Legality.........................            23
           2.16  Indemnity..................................            24
           2.17  Pro Rata Treatment.........................            24
           2.18  Sharing of Setoffs.........................            24
           2.19  Payments...................................            25
           2.20  Taxes......................................            25
           2.21  Duty to Mitigate; Assignment of
                       Commitments Under Certain
                       Circumstances........................            26
           2.22  Borrowing Subsidiaries.....................            26

                                  ARTICLE III
                                   CONDITIONS

SECTION    3.01  Effectiveness..............................            27
           3.02  Borrowings.................................            27
           3.03  Initial Borrowing by Each
                       Borrowing Subsidiary.................            27


<PAGE>

                                                                      Page

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES


SECTION    4.01  Organization; Powers.......................            28
           4.02  Authorization; Enforceability..............            28
           4.03  Governmental Approvals; No Conflicts.......            28
           4.04  Financial Condition; No Material
                   Adverse Change...........................            28
           4.05  Properties.................................            29
           4.06  Litigation and Environmental
                       Matters..............................            29
           4.07  Compliance with Laws and
                       Agreements...........................            29
           4.08  Not an Investment Company or
                       Holding Company......................            29
           4.09  Taxes......................................            29
           4.10  ERISA......................................            29
           4.11  Disclosure.................................            30
           4.12  Federal Reserve Regulations................            30

                                    ARTICLE V
                              AFFIRMATIVE COVENANTS

SECTION    5.01  Financial Statements and Other Information.            30
           5.02  Notices of Material Events.................            31
           5.03  Existence; Conduct of Business.............            31
           5.04  Payment of Obligations.....................            31
           5.05  Maintenance of Properties;
                       Insurance............................            31
           5.06  Books and Records; Inspection Rights.......            32
           5.07  Compliance with Laws.......................            32
           5.08  Use of Proceeds............................            32


                                   ARTICLE VI
                               NEGATIVE COVENANTS

SECTION    6.01  Liens......................................            32
           6.02  Sale and Leaseback Transactions............            33
           6.03  Fundamental Changes........................            33
           6.04  Transactions with Affiliates...............            34
           6.05  Restrictive Agreements.....................            34
           6.06  Subsidiary Debt............................            34
           6.07  Consolidated Interest Coverage Ratio.......            35
           6.08  Consolidated Leverage Ratio................            35

ARTICLE     VII  DEFAULTS...................................            35



<PAGE>


ARTICLE    VIII  THE ADMINISTRATIVE AGENT...................            37

ARTICLE      IX  GUARANTEE..................................            38

                                    ARTICLE X
                                  MISCELLANEOUS

SECTION    10.01  Notices...................................            39
           10.02  Waivers; Amendments.......................            40
           10.03    Expenses; Indemnity; Damage Waiver......            40
           10.04  Successors and Assigns....................            41
           10.05  Survival .................................            43
           10.06  Counterparts; Integration;
                  Effectiveness.............................            43
           10.07  Severability .............................            44
           10.08  Right of Setoff...........................            44
           10.09  Governing Law; Jurisdiction; Consent to
                        Service of Process..................            44
           10.10  Waiver of Jury Trial......................            45
           10.11  Headings..................................            45
           10.12  Confidentiality...........................            45
           10.13  Conversion of Currencies..................            45

Exhibit A     -   Administrative Questionnaire

Exhibit B     -   Assignment and Acceptance

Exhibit C     -   Borrowing Subsidiary Agreement

Exhibit D     -   Borrowing Subsidiary Termination

Exhibit E-1   -   Competitive Bid Request

Exhibit E-2   -   Notice of Competitive Bid Request

Exhibit E-3   -   Competitive Bid

Exhibit E-4   -   Competitive Bid Accept/Reject Letter

Exhibit E-5   -   Standby Borrowing Request

Exhibit F-1   -   Form of Opinion of Associate General Counsel for the Company

Exhibit F-2   -   Form of Opinion of Counsel for the Administrative Agent

Exhibit F-3   -   Form of Opinion of Counsel for Borrowing Subsidiary


Schedule 2.01 Commitments

Schedule 4.06 Disclosed Matters

Schedule 6.01 Liens

Schedule 6.06 Subsidiary Debt


<PAGE>


                        364-DAY REVOLVING CREDIT AND COMPETITIVE ADVANCE
                  FACILITY AGREEMENT dated as of July 27, 2001 (this
                  "Agreement"), among THE READER'S DIGEST ASSOCIATION, INC., as
                  a Borrower and as the Guarantor (each as defined herein), the
                  BORROWING SUBSIDIARIES (as defined herein), the LENDERS (as
                  defined herein), and THE CHASE MANHATTAN BANK, as
                  Administrative Agent.

            The Borrowers (such term and each other capitalized term used but
not otherwise defined herein having the meaning assigned to it in Article I)
have requested the Lenders to (i) extend credit in order to enable them to
borrow on a standby revolving credit basis on and after the date hereof and at
any time and from time to time prior to the Maturity Date a principal amount not
to exceed $192,500,000, and (ii) to make available Swingline Loans in a
principal amount not to exceed $20,000,000 at any one time. The proceeds of such
Borrowings are to be used for general corporate purposes, including
acquisitions, share repurchases and commercial paper backup. The Borrowers have
also requested the Lenders to provide a procedure pursuant to which the Lenders
may be invited to bid on an uncommitted basis on short-term Borrowings by the
Borrower. The Lenders are willing to extend such credit to the Borrowers on the
terms and subject to the conditions herein set forth.

            The parties hereto agree as follows:


                                    ARTICLE I

                                         DEFINITIONS

            SECTION 1.01. Definitions. The following terms, as used herein, have
the following meanings:

            "ABR Borrowing" means a Borrowing comprised of ABR Loans.

            "ABR Loan" means any Loan bearing interest at a rate determined by
reference to the Alternate Base Rate in accordance with the provisions of
Article II.

            "Administrative Agent" means The Chase Manhattan Bank in its
capacity as administrative agent for the Lenders hereunder, and its successors
in such capacity.

            "Administrative Fees" shall have the meaning assigned to such term
in Section 2.07(b).

            "Administrative Questionnaire" means an administrative questionnaire
in the form of Exhibit A hereto.

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

            "Agreement Currency" has the meaning set forth in Section 10.13(b).

            "Alternate Base Rate" means, for any day, a rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the
Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to
a change in the Prime Rate or the Federal Funds Effective Rate shall be
effective from and including the effective date of such change in the Prime Rate
or the Federal Funds Effective Rate, respectively.


<PAGE>


            "Applicable Creditor" has the meaning set forth in Section 10.13(b).

            "Applicable Lending Office" means, with respect to each Lender, such
Lender's Domestic Lending Office in the case of an ABR Loan or a Fixed Rate
Loan, or such Lender's Eurodollar Lending Office in the case of a Eurodollar
Loan.

            "Applicable Rate" shall mean on any date, with respect to any
Eurodollar Loan, or with respect to the Facility Fees payable hereunder, as the
case may be, the applicable rate per annum set forth below under the caption
"Eurodollar Spread" or "Facility Fee", as the case may be, based upon the
Ratings:


            Ratings             Eurodollar Spread        Facility
                                                            Fee

Level 1                         0.500%                   0.125%

higher than BBB+/Baa1

Level 2                         0.700%                   0.175%

BBB+/Baa1

Level 3                         0.825%                   0.175%

BBB/Baa2

Level 4                         1.050%                   0.200%

BBB-/Baa3

Level 5                         1.250%                   0.250%

lower than BBB-/lower than
Baa3 or unrated


For purposes of the foregoing, (i) if the Ratings in effect or deemed to be in
effect on any date fall in different Levels, the Applicable Rate shall be
determined on such date by reference to the Level corresponding to the higher
Rating, unless the Ratings differ by more than one Level, in which case the
applicable Level shall be the Level next above that corresponding to the lower
Rating; (ii) if either Moody's or S&P shall not have, or shall be deemed not to
have, a Rating in effect (other than because such rating agency shall no longer
be in the business of rating corporate debt obligations or corporate credit),
then such rating agency will be deemed to have provided a Rating in Level 5; and
(iii) if any Rating established or deemed to have been established by Moody's or
S&P shall be changed (other than as a result of a change in the rating system of
either Moody's or S&P), such change shall be effective as of the day after the
date on which such change is first announced by the rating agency making such
change. Each change in the Applicable Rate shall apply during the period
commencing on the effective date of such change and ending on the date
immediately preceding the effective date of the next such change. If the rating
system of either Moody's or S&P shall change, or if either such rating agency
shall cease to be in the business of rating corporate debt obligations or
corporate credit, the Company and the Lenders shall negotiate in good faith to
amend the references to specific ratings in this definition to reflect such
changed rating system or the non-availability of ratings from such rating
agency, and pending any such amendment the Applicable Rate shall be determined
by reference to the ratings provided immediately prior to such change or
cessation.

            "Assignee" has the meaning set forth in Section 10.04(b).

            "Assignment and Acceptance" means an agreement in the form of
Exhibit B hereto.

            "Available Commitment" means, as to any Lender at any time, an
amount equal to such Lender's Commitment at such time minus such Lender's
Standby Credit Exposure.



<PAGE>


            "Availability Period" means the period from and including the
Effective Date to and excluding the earlier of the Maturity Date and the date of
the termination of the Commitments.

            "Borrower" means the Company or any Borrowing Subsidiary.

            "Borrowing" means (a) a group of Standby Loans of the same Type made
by the Lenders and, in the case of Eurodollar Loans, as to which a single
Interest Period is in effect, (b) a Competitive Loan or group of Competitive
Loans of the same Type made on the same date as to which the same Interest
Period is in effect or (c) a Swingline Loan.

            "Borrowing Subsidiary" means any Subsidiary of the Company named as
such on the signature pages hereto or designated as a Borrowing Subsidiary by
the Company pursuant to Section 2.22.

            "Borrowing Subsidiary Agreement" means a Borrowing Subsidiary
Agreement substantially in the form of Exhibit C.

            "Borrowing Subsidiary Termination" means a Borrowing Subsidiary
Termination substantially in the form of Exhibit D.

            "Business Day" means any day (other than a day which is a Saturday,
Sunday or legal holiday in the State of New York) on which banks are open for
business in New York City; provided, however, that when used in connection with
a Eurodollar Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in deposits in the London interbank market.

            "Capital Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

            A "Change in Control" shall be deemed to have occurred if (a) The
DeWitt Wallace-Reader's Digest Fund, Inc., the Lila Wallace-Reader's Digest
Fund, Inc., The Employee Ownership Plan and 401(k) Partnership of the Reader's
Digest Association, Inc. and any other employee benefit plans of the Company or
any Subsidiary, taken together (the "Current Control Group"), shall cease to be
the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange
Act of 1934, as in effect as of the date hereof) of shares representing 30% or
more of the voting power represented by the issued and outstanding capital stock
of the Company; (b) any person or group (other than the Current Control Group)
shall acquire "beneficial ownership" (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as in effect as of the date hereof) of shares
representing a greater percentage of the voting power represented by the issued
and outstanding capital stock of the Company than the percentage of such voting
power represented by the shares beneficially owned by the Current Control Group;
or (c) during any period of 12 consecutive calendar months, (i) the directors
(the "preceding directors") constituting the Company's board of directors at the
beginning of such period and (ii) any new directors (x) whose election by the
Company's directors or whose nomination for election by the Company's
stockholders was, in each case, approved by a majority of the Company's
directors then still in office who were either preceding directors or whose
election or nomination for election was previously so approved or (y) whose
election or nomination for election was voted for or approved, as the case may
be, by the Current Control Group, when all such directors are taken together,
shall cease for any reason to constitute a majority of the Company's board of
directors. As used in this definition, "group" shall have the meaning given to
such term in Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on
the date hereof.

            "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof after the date of
this Agreement or (c) compliance by any Lender with any request, guideline or
directive (whether or not having the force of law) of any Governmental Authority
made or issued after the date of this Agreement.


<PAGE>


            "Chase" means The Chase Manhattan Bank, a New York banking
corporation.

            "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Standby Loans,
Competitive Loans or Swingline Loans.

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

            "Commitment" means, with respect to each Lender, the commitment of
such Lender to make Standby Loans and to acquire participations in Swingline
Loans hereunder as set forth in Schedule 2.01 or in an Assignment and Acceptance
delivered by such Lender under Section 10.04, as such Lender's Commitment may be
permanently terminated or reduced from time to time pursuant to Section 2.12 or
pursuant to one or more assignments under Section 10.04. The Commitment of each
Lender shall automatically and permanently terminate on the Maturity Date if not
terminated earlier pursuant to the terms hereof.

            "Company" means The Reader's Digest Association, Inc., a
Delaware corporation, and its successors.

            "Competitive Bid" means an offer by a Lender to make a Competitive
Loan pursuant to Section 2.03.

            "Competitive Bid Accept/Reject Letter" means a notification made by
the applicable Borrower pursuant to Section 2.03(d) in the form of Exhibit E-4.

            "Competitive Bid Rate" means, as to any Competitive Bid made by a
Lender pursuant to Section 2.03(b), (i) in the case of a Eurodollar Loan, the
Margin and (ii) in the case of a Fixed Rate Loan, the fixed rate of interest
offered by the Lender making such Competitive Bid.

            "Competitive Bid Request" means a request made pursuant to Section
2.03 in the form of Exhibit E-1.

            "Competitive Borrowing" means a Borrowing consisting of a
Competitive Loan or concurrent Competitive Loans from the Lender or Lenders
whose Competitive Bids for such Borrowing have been accepted by the applicable
Borrower under the bidding procedure described in Section 2.03.

            "Competitive Loan" means a loan made pursuant to the bidding
procedure described in Section 2.03. Each Competitive Loan shall be a Eurodollar
Competitive Loan or a Fixed Rate Loan.

            "Competitive Loan Exposure" means, with respect to any Lender at any
time, the aggregate principal amount of all outstanding Competitive Loans made
by such Lender.

            "Consolidated Assets" means, at any time, all assets of the Company
and its consolidated Subsidiaries at such date, as determined on a consolidated
basis in accordance with GAAP.

            "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period plus, to the extent deducted in computing such Consolidated Net
Income, the sum (without duplication) of (a) income tax expense, (b) Interest
Expense, (c) depreciation and amortization, (d) non-recurring non-cash
restructuring charges, (e) extraordinary losses and (f) the cumulative effect of
changes in accounting principles, minus, to the extent added in computing such
Consolidated Net Income, the sum (without duplication) of (x) consolidated
interest income, (y) extraordinary gains and (z) the cumulative effect of
changes in accounting principles.

            "Consolidated Interest Coverage Ratio" means the ratio of (a)
Consolidated EBITDA to (b) Consolidated Net Interest Expense.



<PAGE>


            "Consolidated Leverage Ratio" means, at any time, the ratio of (a)
Consolidated Total Debt at such time to (b) Consolidated EBITDA for the period
of four fiscal quarters ended at or most recently prior to such time.

            "Consolidated Net Income" means, for the Company and the
consolidated Subsidiaries for any period, the aggregate net income (or net
deficit) of such persons, determined on a consolidated basis in accordance with
GAAP consistently applied.

            "Consolidated Net Interest Expense" means, with respect to the
Company and the consolidated Subsidiaries for any period, Interest Expense (net
of any interest income for such period determined on a consolidated basis in
accordance with GAAP).

            "Consolidated Total Debt" means, for the Company and the
consolidated Subsidiaries at any date, the aggregate Debt of such persons,
determined on a consolidated basis in accordance with GAAP consistently applied.

            "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a person,
whether through the ownership of voting securities, by contract or otherwise,
and "Controlling" and "Controlled" shall have meanings correlative thereto.

            "Debt" of any Person means, without duplication, (a) all obligations
of such Person for borrowed money, (b) all obligations of such Person evidenced
by bonds, debentures, notes or similar instruments, (c) all obligations of such
Person upon which interest charges are customarily paid, (d) all obligations of
such Person under conditional sale or other title retention agreements relating
to property acquired by such Person, (e) all obligations of such Person in
respect of the deferred purchase price of property or services, (f) all Debt of
others secured by (or for which the holder of such Debt has an existing right,
contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Debt secured thereby has been
assumed, (g) all Guarantees by such Person of Debt of others, (h) all Capital
Lease Obligations of such Person, and (i) all obligations, contingent or
otherwise, of such Person as an account party in respect of letters of credit,
letters of guaranty and banker's acceptances; provided, however, that Debt of
any Person shall not include (i) any obligations of such Person incurred in
connection with letters of credit, letters of guaranty, banker's acceptances,
bills of exchange and similar instruments obtained or created in the ordinary
course of business to support or evidence obligations of such Person that do not
constitute Debt, (ii) endorsements of checks, bills of exchange and other
instruments for deposit or collection in the ordinary course of business, (iii)
customer deposits and advances and interest payable thereon in the ordinary
course of business in accordance with customary trade terms and other
obligations incurred in the ordinary course of business through credit on an
open account basis customarily extended to such Person, (iv) any Debt secured on
a non-recourse basis by any assets of such Person to the extent that the
outstanding balance thereof exceeds the fair market value of such assets and (v)
statutory or other legal obligations to make deposits in connection with
sweepstakes or similar contests.

            "Default" means any condition or event which constitutes an Event of
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.

            "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 4.06.

            "Dollars" or "$" means lawful currency of the United States of
America.

            "Domestic Borrowing Subsidiary" means any Borrowing Subsidiary
organized under the laws of the United States or any of its territories or
possessions or any political subdivision thereof.



<PAGE>


            "Domestic Lending Office" means, with respect to any Lender, the
office of such Lender specified as its "Domestic Lending Office" on Schedule
2.01 or, as to any person who becomes a Lender after the date hereof, on the
Assignment and Acceptance executed by such person or such other office of such
Lender as such Lender may hereafter designate from time to time as its "Domestic
Lending Office" by notice to the Company and the Administrative Agent.

            "Effective Date" means the date this Agreement becomes effective in
accordance with Section 3.01.

            "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions relating to the environment or to emissions,
discharges or releases of pollutants, contaminants, petroleum or petroleum
products, chemicals or industrial, toxic or hazardous substances or wastes into
the environment including, without limitation, ambient air, surface water,
ground water, or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, petroleum or petroleum products, chemicals or
industrial, toxic or hazardous substances or wastes or the clean-up or other
remediation thereof.

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

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

            "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Company, is treated as a single employer
under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

            "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder (other than an event
for which the 30-day notice period is waived), with respect to a Plan; (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Company or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Company or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by the Company or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Company or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

            "Eurodollar Borrowing" means a Borrowing comprised of
Eurodollar Loans.

            "Eurodollar Competitive Loan" means any Competitive Loan bearing
interest at a rate determined by reference to the LIBO Rate in accordance with
the provisions of Article II.

            "Eurodollar Lending Office" means, with respect to each Lender, the
branch or Affiliate of such Lender which such Lender has designated as its
"Eurodollar Lending Office" on Schedule 2.01 or, as to any person who becomes a
Lender after the date hereof, on the Assignment and Acceptance executed by such
person or such other office of such Lender as such Lender may hereafter
designate from time to time as its "Eurodollar Lending Office" by notice to the
Company and the Administrative Agent.



<PAGE>


            "Eurodollar Loan" means any Eurodollar Competitive Loan or
Eurodollar Standby Loan.

            "Eurodollar Standby Borrowing" means a Borrowing comprised
of Eurodollar Standby Loans.

            "Eurodollar Standby Loan" means any Standby Loan bearing interest at
a rate determined by reference to the LIBO Rate in accordance with the
provisions of Article II.

            "Event of Default" has the meaning set forth in Article VII.

            "Excluded Taxes" means, with respect to the Administrative Agent,
any Lender or any other recipient of any payment to be made by or on account of
any obligation of any Borrower hereunder, (a) income, franchise or other taxes
imposed on (or measured by) its net income by the United States of America, or
by the jurisdiction under the laws of which such recipient is organized or in
which its principal office is located or, in the case of any Lender, in which
its applicable lending office is located, (b) any branch profits taxes imposed
by the United States of America or any similar tax imposed by any other
jurisdiction in which such Borrower is located and (c) in the case of a Foreign
Lender, any withholding tax that is imposed by the United States of America or
by any other jurisdiction in which such Lender is organized, has its principal
office or its applicable lending office on amounts payable to such Foreign
Lender at the time such Foreign Lender becomes a party to this Agreement (or
designates a new lending office) or is attributable to such Foreign Lender's
failure to comply with Section 2.20(e), except to the extent that such Foreign
Lender (or its assignor, if any) was entitled, at the time of designation of a
new lending office (or assignment), to receive additional amounts from any
Borrower with respect to such withholding tax pursuant to Section 2.20(a).

            "Existing Credit Agreement" shall mean the Competitive Advance and
Revolving Credit Facility Agreement of the Company dated as of November 12,
1996, as amended.

            "Facility Fee" shall have the meaning assigned to such term in
Section 2.07(a).

            "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

            "Fees" means the Facility Fee, the Administrative Fees and
the Utilization Fee.

            "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Company.

            "Five-Year Agreement" means the Five-Year Revolving Credit and
Competitive Advance Facility Agreement dated as of the date hereof among the
Company, certain borrowing subsidiaries, certain lenders and The Chase Manhattan
Bank, as administrative agent, as the same may be amended from time to time.

            "Fixed Rate" shall mean the fixed rate of interest applicable to a
Fixed Rate Loan.

            "Fixed Rate Borrowing" means a Borrowing comprised of Fixed
Rate Loans.

            "Fixed Rate Loan" means any Competitive Loan bearing interest at a
fixed percentage rate per annum (expressed in the form of a decimal to no more
than four decimal places) specified by the Lender making such Loan in its
Competitive Bid.

            "Foreign Borrower" means each Borrower that is a Foreign Subsidiary.


<PAGE>



            "Foreign Lender", with respect to any Loan, means any Lender making
such Loan that is organized under the laws of a jurisdiction other than the
Relevant Jurisdiction.

            "Foreign Subsidiary" means any Subsidiary organized under the laws
of a jurisdiction outside the United States of America or any of its territories
or possessions or any political subdivision thereof.

            "GAAP" means generally accepted accounting principles, applied on a
consistent basis.

            "Governmental Authority" means any Federal, state, local or foreign
court or governmental agency, authority, instrumentality or regulatory body.

            "Guarantee" means any agreement by which any Borrower or any
Subsidiary assumes, guarantees, endorses, contingently agrees to purchase or
provide funds for the payment of, or otherwise becomes liable upon, the Debt of
another Person, or agrees to maintain the net worth or working capital or other
financial condition of such Person so as to enable such Person to pay such Debt
or otherwise assure any creditor of such Person against loss with respect to
such Debt, but shall not include (i) customary indemnifications, representations
and warranties made in the ordinary course of business in connection with
purchases, sales or leasing of property or issuances of securities, (ii)
assurances given in the ordinary course of business of the payment of
obligations of customers or suppliers of the Company or any Subsidiary, (iii)
retained liability in connection with sales of accounts receivable or chattel
paper in the ordinary course of business (but only to the extent customary in
connection with sales accounted for as true sales) or (iv) guarantees of loans
or advances made to present or former officers and directors of the Company or
any Subsidiary (x) to enable them to acquire capital stock of the Company or any
Subsidiary or (y) so long as the aggregate amount thereof does not exceed
$3,000,000, for any other purpose.

            "Guarantor" means the Company, in its capacity as guarantor of the
Obligations hereunder.

            "Hedging Agreement" means any interest rate protection agreement,
foreign currency exchange agreement or option, commodity price protection
agreement or other interest or currency exchange rate or commodity price hedging
arrangement.

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

            "Indemnified Taxes" means Taxes, including Other Taxes but
excluding Excluded Taxes.

            "Indemnitee" shall have the meaning assigned to such term in Section
10.03(b).

            "Index Debt" shall mean the senior, unsecured, non-credit enhanced
long-term debt for borrowed money of the Company.

            "Information" shall have the meaning assigned to such term in
Section 10.12.

            "Interest Expense" means, for any period, the interest expense of
the Company and the consolidated Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP, including (i) the amortization of
debt discounts to the extent included in interest expense in accordance with
GAAP, (ii) the amortization of all fees (including fees with respect to interest
rate protection agreements or other interest rate hedging agreements) payable in
connection with the incurrence of indebtedness to the extent included in
interest expense in accordance with GAAP and (iii) the portion of any rents
payable under capital leases allocable to interest expense in accordance with
GAAP.



<PAGE>


            "Interest Payment Date" means (a) with respect to any Loan, the last
day of each Interest Period applicable to the Borrowing of which such Loan is a
part and, in addition, the date of any prepayment of such Loan or conversion of
such Loan to a Loan of a different Type and (b) in the case of a Eurodollar Loan
with an Interest Period of more than three months' duration or a Fixed Rate Loan
with an Interest Period of more than 90 days' duration, each day that would have
been an Interest Payment Date for such Loan had successive Interest Periods of
three months' duration or 90 days' duration, as the case may be, been applicable
to such Loan.

            "Interest Period" means (a) as to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing or on the last day of the
immediately preceding Interest Period applicable to such Borrowing, as the case
may be, and ending on the numerically corresponding day (or, if there is no
numerically corresponding day, on the last day) in the calendar month that is 1,
2, 3 or 6 months thereafter, as the Borrower may elect, (b) as to any ABR
Borrowing, the period commencing on the date of such Borrowing or on the last
day of the immediately preceding Interest Period applicable to such Borrowing,
as the case may be, and ending on the earliest of (i) the next succeeding March
31, June 30, September 30 or December 31, (ii) the Maturity Date and (iii) the
date such Borrowing is converted to a Borrowing of a different Type in
accordance with Section 2.06 or repaid or prepaid in accordance with Section
2.08 or Section 2.13, (c) as to any Fixed Rate Borrowing, the period commencing
on the date of such Borrowing and ending on the date specified in the
Competitive Bids in which the offers to make the Fixed Rate Loans comprising
such Borrowing were extended, which shall not be earlier than seven days after
the date of such Borrowing or later than 360 days after the date of such
Borrowing and (d) as to any Swingline Borrowing, the period commencing on the
date of such Borrowing and ending on the earliest of (i) the Maturity Date and
(ii) the date such Borrowing is repaid in accordance with Section 2.08 or 2.13;
provided, however, that if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of Eurodollar Loans only, such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day. Interest shall accrue from
and including the first day of an Interest Period to but excluding the last day
of such Interest Period.

            "Judgment Currency" shall have the meaning assigned to such term in
Section 10.13(b).

            "Lender" means each financial institution listed on the signature
pages hereof, each Assignee which becomes a Lender pursuant to Section 10.04,
and their respective successors. Unless context otherwise requires, the term
"Lenders" includes Swingline Lenders.

            "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, an interest rate per annum (rounded upwards, if necessary, to
the next 1/100 of 1%) equal to the arithmetic average of the rates that appear
on the Reuters Screen LIBO Page as of 11:00 a.m. (London time) on such date for
deposits in Dollars and for a maturity comparable to such Interest Period or, in
the event no such rates appear on the Reuters Screen LIBO Page, the rate at
which deposits in Dollars approximately equal in principal amount to such
Borrowing and for a maturity comparable to such Interest Period are offered to
the principal London office of the Administrative Agent in immediately available
funds in the London interbank market at approximately 11:00 a.m., London time,
two Business Days prior to the commencement of such Interest Period.

            "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset.
For the purposes of this Agreement, the Company or any Subsidiary shall be
deemed to own subject to a Lien any asset which it has acquired or holds subject
to the interest of a vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement relating to such asset.

            "Loan" means a Competitive Loan, a Standby Loan or a
Swingline Loan.

            "Loan Documents" means this Agreement, each Borrowing Subsidiary
Agreement and each amendment, supplement, modification, consent or waiver of, to
or in respect of either of the foregoing.



<PAGE>


            "Margin" means, as to any Eurodollar Competitive Loan, the margin
(expressed as a percentage rate per annum in the form of a decimal to no more
than four decimal places) to be added to or subtracted from the LIBO Rate in
order to determine the interest rate applicable to such Loan, as specified in
the Competitive Bid relating to such Loan.

            "Material Adverse Effect" means (a) a materially adverse effect on
the business, assets, operations or financial condition of the Company and its
Subsidiaries, taken as a whole, (b) material impairment of the ability of the
Company and its Subsidiaries, taken as a whole, to perform the Obligations or
(c) material impairment of the rights available to the Lenders or the
Administrative Agent under any Loan Document.

            "Material Debt" means Debt (other than the Loans), or obligations in
respect of one or more Hedging Agreements, of any one or more of the Borrower
and its Material Subsidiaries in an aggregate principal amount exceeding
$20,000,000. For purposes of determining Material Debt, the "principal amount"
of the obligations of the Borrower or any Subsidiary in respect of any Hedging
Agreement at any time shall be the maximum aggregate amount (giving effect to
any netting agreements) that the Borrower or such Subsidiary would be required
to pay if such Hedging Agreement were terminated at such time.

            "Material Subsidiary" means each Borrowing Subsidiary and each other
Subsidiary other than Subsidiaries that, (a) individually do not account for
more than (i) 3% of the assets, (ii) 3% of Consolidated Tangible Net Worth or
(iii) 3% of the revenues and (b) in the aggregate do not account for more than
(i) 10% of the assets, (ii) 10% of Consolidated Tangible Net Worth or (iii) 10%
of the revenues, in each case, at the end of or for the four fiscal quarters
most recently ended, of the Company and its Subsidiaries on a consolidated
basis.

            "Maturity Date" means July 26, 2002.

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

            "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

            "Notice of Competitive Bid Request" means a notification made
pursuant to Section 2.03 in the form of Exhibit E-2.

            "Obligations" means the due and punctual payment of (i) the
principal of and interest on the Loans, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise, and (ii)
all other monetary obligations, including Fees, costs, expenses and indemnities
(including, without limitation, the obligations described in Section 2.20) of
the Borrowers to the Lenders under this Agreement and the other Loan Documents.

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

            "Participant" has the meaning set forth in Section 10.04(e).

            "Participation Percentage" means, with respect to any Lender, the
Percentage of the Total Commitments represented by such Lender's Commitment. If
the Commitments have terminated or expired, the Participation Percentages shall
be determined based on the Commitments most recently in effect, giving effect to
any assignments.

            "Payment Location" shall mean an office, branch or other place of
business of any Borrower.

            "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

            "Permitted Encumbrances" means:



<PAGE>


            (a) Liens imposed by law for Taxes, fees, assessments or other
      governmental charges or levies that are not yet due or are being contested
      in compliance with Section 5.04;

            (b) carriers', warehousemen's, mechanics', materialmen's,
      repairmen's, vendors' or lessors' Liens (and deposits to obtain the
      release of such Liens), set-off rights and other like Liens imposed by law
      (or contract, to the extent that such contractual Liens are similar in
      nature and scope to Liens imposed by law), in each case arising in the
      ordinary course of business and securing obligations that are not overdue
      by more than 60 days or are being contested in compliance with Section
      5.04;

            (c) Liens incurred and pledges and deposits made in the ordinary
      course of business in connection with workers' compensation, disability or
      unemployment insurance, old-age pensions, retiree health benefits and
      other social security laws or regulations;

            (d) deposits (including deposits made to satisfy statutory or other
      legal obligations in connection with sweepstakes or similar contests) to
      secure the performance of bids, trade contracts, leases, statutory
      obligations, surety and appeal bonds, performance bonds and other
      obligations of a like nature, in each case in the ordinary course of
      business;

            (e)(i) easements, covenants, conditions, restrictions, leases,
      subleases, licenses, rights of way, minor irregularities in, or lack of,
      title and similar encumbrances affecting real property, (ii) with respect
      to any lessee's or licensee's interest in real or personal property,
      mortgages, liens, rights and obligations and other encumbrances arising
      by, through or under any owner, lessor or licensor thereof, with or
      without the lessee's or licensee's consent, and (iii) leases, licenses,
      rights and obligations in connection with patents, copyrights, trademarks,
      trade names and other intellectual property, in each case that do not
      secure the payment of borrowed money (other than, with respect to any
      lessee's or licensee's interest in real or personal property, mortgages,
      liens, rights and obligations and other encumbrances arising by, through
      or under any owner, lessor or licensor thereof) to the extent, in the case
      of each of (i), (ii) and (iii), that the Liens referred to therein do not,
      in the aggregate, materially detract from the value of the affected
      property as used by the Company or any Subsidiary in the ordinary course
      of business or materially interfere with the ordinary conduct of the
      business of the Company and its Subsidiaries, taken as a whole; and

            (f) Liens in favor of customs and revenue authorities to secure
      payment of customs duties in connection with the importation of goods;

provided that "Permitted Encumbrances" shall not include any Lien
securing Debt.

            "Permitted Investments" shall mean:

            (a) direct obligations of, or obligations the principal of and
      interest on which are unconditionally guaranteed by, the United States of
      America (or by any agency thereof to the extent such obligations are
      backed by the full faith and credit of the United States of America), in
      each case maturing within one year from the date of acquisition thereof,
      and repurchase agreements in respect of such obligations;

            (b) investments in commercial paper maturing within 270 days from
      the date of acquisition thereof and having, at such date of acquisition,
      the highest credit rating obtainable from Standard & Poor's Ratings
      Service or from Moody's Investors Service, Inc.;



<PAGE>


            (c) investments in certificates of deposit, banker's acceptances and
      time deposits maturing within one year from the date of acquisition
      thereof issued or guaranteed by or placed with, and money market deposit
      accounts issued or offered by, any domestic office of any Lender, or any
      other commercial bank organized or licensed under the laws of the United
      States of America or any State thereof that has a short term deposit
      rating of A1 from Standard & Poor's Ratings Service and P1 from Moody's
      Investors Service, Inc.; and

            (d) other investment instruments approved in writing by the
      Administrative Agent and offered by financial institutions which have a
      combined capital and surplus and undivided profits of not less than
      $250,000,000.

            "Person" means an individual, a corporation, a partnership, a
limited liability company, an association, a trust or any other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.

            "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

            "Prepayment Account" has the meaning set forth in Section 2.13(f).

            "Prime Rate" means the rate of interest per annum publicly announced
from time to time by Chase as its prime rate in effect at its principal office
in New York City; each change in the Prime Rate shall be effective from and
including the date such change is publicly announced as being effective.

            "Ratings" shall refer to (a) the published ratings by Moody's and
S&P of the Company's senior unsecured, non-credit enhanced long-term debt
obligations or of the Company's corporate credit, or (b) if either such rating
agency shall not have such a published rating, any confidential or private
rating by such rating agency of the Company's senior unsecured, non-credit
enhanced long-term debt obligations or of the Company's corporate credit. In the
event either rating agency shall have in effect a confidential or private rating
of the sort referred to in clause (b) of the preceding sentence, the Company
shall cause such rating to be reissued by such rating agency at least once
during each 12 month period and at such other times as the Administrative Agent,
acting in good faith, shall request, and shall provide a copy of such ratings to
the Administrative Agent and the Lender. At any time when such rating shall not
have been so renewed and provided, such rating agency shall be deemed not to
have a Rating in effect.

            "Register" shall have the meaning assigned to such term in Section
10.04(c).

            "Registered Note" shall have the meaning assigned to such term in
Section 2.08(e).

            "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System of the United States of America, as in effect from time
to time.

            "Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System of the United States of America, as in effect from time
to time.

            "Relevant Jurisdiction" means (i) in the case of any Loan to the
Company or any Domestic Borrowing Subsidiary, the United States of America, and
(ii) in the case of any Loan to any other Borrowing Subsidiary, the jurisdiction
imposing (or having the power to impose) withholding tax on payments by such
Borrowing Subsidiary under this Agreement.

            "Required Lenders" means, at any time, Lenders having Commitments
representing a majority of the Total Commitment; provided that, after the
Commitments have been terminated for purposes of acceleration pursuant to clause
(ii) of Article VII, "Required Lenders" means Lenders holding Loans representing
a majority of the principal amount of all Loans outstanding.

            "Reuters Screen LIBO Page" means the display designated as page
"LIBO" on the Reuters Monitor Money Rates Service (or such other page as may
replace the LIBO page on that service for the purpose of displaying London
interbank offered rates of major banks).



<PAGE>


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

            "Standby Borrowing" means a Borrowing consisting of simultaneous
Standby Loans from each of the Lenders then having an Available Commitment.

            "Standby Borrowing Request" means a request made pursuant to Section
2.04 in the form of Exhibit E-5.

            "Standby Credit Exposure" means, with respect to any Lender at any
time, the sum of (a) the aggregate principal amount at such time of all
outstanding Standby Loans of such Lender and (b) such Lender's Swingline
Exposure.

            "Standby Loans" means the revolving loans made pursuant to Section
2.01. Each Standby Loan shall be a Eurodollar Standby Loan or an ABR Loan.

            "subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power or, in the case
of a partnership, more than 50% of the general partnership interests are, as of
such date, owned by the parent or one or more subsidiaries of the parent or by
the parent and one or more subsidiaries of the parent.

            "Subsidiary" means any subsidiary of the Company.

            "Swingline Borrowing" means a Borrowing consisting of
Swingline Loans.

            "Swingline Exposure" means, at any time, the aggregate principal
amount of all Swingline Loans outstanding at such time. The Swingline Exposure
of any Lender at any time shall be its Participation Percentage of the total
Swingline Exposure at such time.

            "Swingline Lender" means Chase, in its capacity as lender of
Swingline Loans hereunder.

            "Swingline Loan" means a Loan made pursuant to Section 2.05.

            "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority, and all liabilities with respect thereto (including without
limitation any interest, penalties or other additions to tax).

            "Total Commitment" means, at any time, the aggregate Commitments of
all the Lenders, as in effect at such time.

            "Transactions" means the execution, delivery and performance by the
Borrowers and the Guarantor of this Agreement, the borrowing of Loans hereunder
and thereunder and the use of the proceeds of such Loans.

            "Type", when used in respect of any Loan or Borrowing, shall refer
to the Rate by reference to which interest on such Loan or on the Loans
comprising such Borrowing is determined. For purposes hereof, "Rate" shall
include the LIBO Rate, the Alternate Base Rate and the Fixed Rate.

            "United States" and "U.S." each means the United States of
America.

            "U.S. Person" means any Person that is (i) a citizen or resident of
the United States, (ii) a corporation, partnership or other entity created or
organized under the laws of the United States or any State thereof or (iii) any
estate or trust that is subject to U.S. Federal income taxation regardless of
the source of its income.



<PAGE>


            "Utilization Fee" has the meaning assigned to such term in Section
2.07(c).

            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 as
in effect from time to time; provided that, if the Company notifies the
Administrative Agent that the Company wishes to amend any provision hereof,
including, without limitation, any covenant in Article VI, to eliminate the
effect of any change in generally accepted accounting principles adopted after
the Effective Date on the operation of such provision (or if the Administrative
Agent notifies the Company that the Required Lenders wish to amend any such
provision for such purpose), then the Company's compliance with such provision
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 provision is amended in a manner satisfactory to the Company and the
Required Lenders.


                                   ARTICLE II

                                    THE LOANS

            SECTION 2.01. Commitments. Subject to the terms and conditions and
relying upon the representations and warranties herein set forth, each Lender
agrees, severally and not jointly, to make Standby Loans, denominated in
Dollars, to any Borrower, at any time and from time to time on and after the
Effective Date and until the earlier of the Maturity Date and the termination of
the Commitment of such Lender; provided that after giving effect to any such
Standby Loan (and to any concurrent repayment or prepayment of Loans), (i) the
sum of the aggregate Standby Credit Exposures and the aggregate Competitive Loan
Exposures shall not exceed the Total Commitment then in effect and (ii) the
Standby Credit Exposure of any Lender shall not exceed such Lender's Commitment.
Within the foregoing limits, the Borrowers may borrow, pay or prepay and
reborrow Standby Loans hereunder, on and after the Effective Date and prior to
the Maturity Date, subject to the terms, conditions and limitations set forth
herein.

            SECTION 2.02. Loans. (a) Each Standby Loan shall be made as part of
a Borrowing consisting of Standby Loans made by the Lenders ratably in
accordance with their Available Commitments; provided, however, that the failure
of any Lender to make any Standby Loan shall not in itself relieve any other
Lender of its obligation to lend hereunder (it being understood, however, that
no Lender shall be responsible for the failure of any other Lender to make any
Loan required to be made by such other Lender). Each Competitive Loan shall be
made in accordance with the procedures set forth in Section 2.03. The Loans
comprising any Borrowing shall be (i) in the case of Competitive Loans, in an
aggregate principal amount that is an integral multiple of $1,000,000 and not
less than $5,000,000 and (ii) in the case of Standby Loans, in an aggregate
principal amount that is an integral multiple of $1,000,000 and not less than
$5,000,000 (or an aggregate principal amount equal to the remaining balance of
the Available Commitments). All Loans shall be made in Dollars.

            (b) Each Competitive Borrowing shall be comprised entirely of
Eurodollar Competitive Loans or Fixed Rate Loans and each Standby Borrowing
shall be comprised entirely of Eurodollar Standby Loans or ABR Loans. Each
Lender may at its option make any Eurodollar Loan by causing any domestic or
foreign branch or Affiliate of such Lender to make such Loan; provided, however,
that any exercise of such option shall not affect the obligation of the
applicable Borrower to repay such Loan in accordance with the terms of this
Agreement. Borrowings of more than one Type may be outstanding at the same time;
provided, however, that no Borrower shall be entitled to request any Borrowing
which, if made, would result in an aggregate of more than 15 separate Eurodollar
Standby Loans of any Lender being outstanding at any one time. For purposes of
the foregoing, Loans having different Interest Periods, regardless of whether
they commence on the same date, shall be considered separate Loans.



<PAGE>


            (c) Subject to Section 2.06, each Lender shall make each Loan to be
made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds to the Administrative Agent in New York, New York,
not later than 12:00 noon, New York City time, and the Administrative Agent
shall by 2:00 p.m., New York City time, credit the amounts so received to the
account or accounts specified from time to time in one or more notices delivered
by the Company to the Administrative Agent or, if a Borrowing shall not occur on
such date because any condition precedent herein specified shall not have been
met, return the amounts so received to the respective Lenders. Competitive Loans
shall be made by the Lender or Lenders whose Competitive Bids therefor are
accepted pursuant to Section 2.03 in the amounts so accepted. Standby Loans
shall be made by the Lenders pro rata in accordance with Section 2.17. Unless
the Administrative Agent shall have received notice from a Lender prior to the
date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender's portion of such Borrowing, the Administrative
Agent may assume that such Lender has made such portion available to the
Administrative Agent on the date of such Borrowing in accordance with this
paragraph (c) and the Administrative Agent may, in reliance upon such
assumption, make available to the applicable Borrower on such date a
corresponding amount. If and to the extent that such Lender shall not have made
such portion available to the Administrative Agent, such Lender and the
applicable Borrower severally agree to repay to the Administrative Agent
forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to the Borrower until
the date such amount is repaid to the Administrative Agent at (i) in the case of
the Borrower, the interest rate applicable at the time to the Loans comprising
such Borrowing and (ii) in the case of such Lender, a rate determined by the
Administrative Agent to represent its cost of overnight or short-term funds
(which determination shall be conclusive absent manifest error). If such Lender
shall repay to the Administrative Agent such corresponding amount, such amount
shall constitute such Lender's Loan as part of such Borrowing for purposes of
this Agreement.

            SECTION 2.03. Competitive Bid Procedure. (a) Subject to the terms
and conditions set forth herein, from time to time on or after the Effective
Date and until the earlier of the Maturity Date and the termination of the
Commitments, any Borrower may request Competitive Bids and may (but shall not
have any obligation to) accept Competitive Bids and borrow Competitive Loans;
provided that the sum of the total Standby Credit Exposures plus the aggregate
amount of the Competitive Loan Exposures at any time shall not exceed the Total
Commitment. In order to request Competitive Bids, a Borrower shall hand deliver
or telecopy to the Administrative Agent a duly completed Competitive Bid Request
in the form of Exhibit E-1 hereto, to be received by the Administrative Agent
(i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00
a.m., New York City time, four Business Days before a proposed Competitive
Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00
a.m., New York City time, one Business Day before a proposed Competitive
Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive
Bid Request. A Competitive Bid Request that does not conform substantially to
the format of Exhibit E-1 may be rejected in the Administrative Agent's sole
discretion, and the Administrative Agent shall promptly notify the Borrower of
such rejection by telecopy. Each Competitive Bid Request shall refer to this
Agreement and specify (v) the Borrower submitting such Competitive Bid Request,
(w) whether the Borrowing then being requested is to be a Eurodollar Borrowing
or a Fixed Rate Borrowing, (x) the date of such Borrowing (which shall be a
Business Day) and the aggregate principal amount thereof, which shall be in a
minimum principal amount of $15,000,000 and in an integral multiple of
$1,000,000, (y) the maturity date of such Borrowing (which may not be after the
Maturity Date) and (z) the Interest Period with respect thereto (which may not
end after the Maturity Date). Promptly after its receipt of a Competitive Bid
Request that is not rejected as aforesaid, the Administrative Agent shall
telecopy to each Lender a Notice of Competitive Bid Request inviting the Lender
to bid, on the terms and conditions of this Agreement, to make Competitive
Loans.



<PAGE>


            (b) Subject to paragraph (g) hereof, each Lender invited to bid may,
in its sole discretion, make one or more Competitive Bids responsive to the
Borrower's Competitive Bid Request. Each Competitive Bid by a Lender must be
received by the Administrative Agent by telecopy, in the form of Exhibit E-3
hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than
9:30 a.m., New York City time, three Business Days before a proposed Competitive
Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30
a.m., New York City time, on the day of a proposed Competitive Borrowing.
Multiple bids will be accepted by the Administrative Agent. Competitive Bids
that do not conform substantially to the format of Exhibit E-3 may be rejected
by the Administrative Agent, and the Administrative Agent shall notify the
Lender making such nonconforming bid of such rejection as soon as practicable.
Each Competitive Bid shall refer to this Agreement and specify (x) the principal
amount (which shall be in a minimum principal amount of $5,000,000 and in an
integral multiple of $1,000,000 and which may equal the entire principal amount
of the Competitive Borrowing requested) of the Competitive Loan or Loans that
the Lender is willing to make, (y) the Competitive Bid Rate or Rates at which
the Lender is prepared to make the Competitive Loan or Loans and (z) the
Interest Period and the last day thereof. Any Competitive Bid for a principal
amount in excess of that requested in the Competitive Bid Request shall be
deemed to be a Competitive Bid for the principal amount requested. If any Lender
invited to bid shall elect not to make a Competitive Bid, such Lender shall so
notify the Administrative Agent by telecopy (I) in the case of Eurodollar
Competitive Loans, not later than 9:30 a.m., New York City time, three Business
Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate
Loans, not later than 9:30 a.m., New York City time, on the day of a proposed
Competitive Borrowing; provided, however, that failure by any Lender to give
such notice shall not cause such Lender to be obligated to make any Competitive
Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a
Lender pursuant to this paragraph (b) shall be irrevocable.

            (c) The Administrative Agent shall promptly notify the Borrower, by
telecopy, of all the Competitive Bids made, the Competitive Bid Rate and the
principal amount of each Competitive Loan in respect of which a Competitive Bid
was made and the identity of the Lender that made each bid. The Administrative
Agent shall send a copy of all Competitive Bids to the Borrower for its records
as soon as practicable after completion of the bidding process set forth in this
Section 2.03.

            (d) The Borrower may in its sole and absolute discretion, subject
only to the provisions of this paragraph (d), accept or reject any Competitive
Bid referred to in paragraph (c) above. The Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopy in the form of a
Competitive Bid Accept/Reject Letter, whether and to what extent it has decided
to accept or reject any of or all the bids referred to in paragraph (c) above
not more than one hour after it shall have been notified of such bids by the
Administrative Agent pursuant to such paragraph (c); provided, however, that (i)
the failure of the Borrower to give such notice shall be deemed to be a
rejection of all the bids referred to in paragraph (c) above, (ii) the Borrower
shall not accept a bid made at a particular Competitive Bid Rate if it has
decided to reject a bid made at a lower Competitive Bid Rate with respect to
such Competitive Bid Request, (iii) the aggregate amount of the Competitive Bids
accepted by the Borrower shall not exceed the principal amount specified in such
Competitive Bid Request, (iv) if the Borrower shall accept a bid or bids made at
a particular Competitive Bid Rate but the amount of such bid or bids shall cause
the total amount of bids to be accepted to exceed the amount specified in such
Competitive Bid Request, then the Borrower shall accept a portion of such bid or
bids in an amount equal to the amount specified in such Competitive Bid Request
less the amount of all other Competitive Bids at lower Competitive Bid Rates
accepted with respect to such Competitive Bid Request, which acceptance, in the
case of multiple bids at a particular Competitive Bid Rate, shall be made pro
rata in accordance with the amount of each such bid at such particular
Competitive Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall
be accepted for a Competitive Loan unless such Competitive Loan is in a minimum
principal amount of $5,000,000 and an integral multiple of $1,000,000; provided
further, however, that if a Competitive Loan must be in an amount less than
$5,000,000 because of the provisions of clause (iv) above, such Competitive Loan
may be for an integral multiple of $1,000,000, and in calculating the pro rata
allocation of acceptances of portions of multiple bids at a particular
Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to
integral multiples of $1,000,000 in a manner which shall be in the discretion of
the Borrower. A notice given pursuant to this paragraph (d) shall be
irrevocable.

            (e) The Administrative Agent shall promptly notify each bidding
Lender whether or not its Competitive Bid has been accepted (and if so, in what
amount and at what Competitive Bid Rate) by telecopy, and each successful bidder
will thereupon become bound, subject to the other applicable conditions hereof,
to make the Competitive Loan in respect of which its bid has been accepted.

            (f) No Competitive Borrowing shall be requested or made hereunder if
after giving effect thereto any of the conditions set forth in paragraph (b) of
Section 2.01 would not be met.



<PAGE>


            (g) If the Administrative Agent shall elect to submit a Competitive
Bid in its capacity as a Lender, it shall submit such bid directly to the
Borrower one quarter of an hour earlier than the latest time at which the other
Lenders are required to submit their bids to the Administrative Agent pursuant
to paragraph (b) above.

            SECTION 2.04. Standby Borrowing Procedure. In order to request a
Standby Borrowing, a Borrower shall hand deliver or telecopy (or give telephone
notice promptly confirmed in writing or by telecopy) to the Administrative Agent
a duly completed Standby Borrowing Request in the form of Exhibit E-5 (a) in the
case of a Eurodollar Standby Borrowing, not later than 10:30 a.m., New York City
time, three Business Days before such Borrowing, and (b) in the case of an ABR
Borrowing, not later than 10:30 a.m., New York City time, on the day of such
Borrowing. No Fixed Rate Loan shall be requested or made pursuant to a Standby
Borrowing Request. Such notice shall be irrevocable and shall in each case
specify (i) the Borrower requesting such Standby Borrowing, (ii) whether the
Borrowing then being requested is to be a Eurodollar Standby Borrowing or an ABR
Borrowing; (iii) the date of such Borrowing (which shall be a Business Day) and
the amount thereof; and (iv) if such Borrowing is to be a Eurodollar Standby
Borrowing, the duration of each Interest Period with respect thereto, the last
of which shall not end after the Maturity Date. If no election as to the Type of
Standby Borrowing is specified in any such notice with respect to a Standby
Borrowing, then the requested Standby Borrowing shall be an ABR Borrowing. If no
Interest Period with respect to any Eurodollar Standby Borrowing is specified in
any such notice, then the Borrower shall be deemed to have selected an Interest
Period of one month's duration. The Administrative Agent shall promptly advise
the Lenders of any notice given pursuant to this Section 2.04 and of each
Lender's portion of the requested Borrowing.

            SECTION 2.05 Swingline Loans (a) Subject to the terms and conditions
set forth herein, the Swingline Lender agrees to make Swingline Loans to any
Borrower from time to time during the Availability Period, in an aggregate
principal amount at any time outstanding that will not result in (i) the
aggregate principal amount of outstanding Swingline Loans exceeding $20,000,000
or (ii) the sum of the total Standby Credit Exposures plus the aggregate
principal amount of Competitive Loans exceeding the Total Commitments; provided
that the Swingline Lender shall not be required to make a Swingline Loan to
refinance an outstanding Swingline Loan. Within the foregoing limits and subject
to terms and conditions set forth herein, the Borrowers may borrow, prepay and
reborrow Swingline Loans. Each Swingline Loan shall be an ABR Loan.

            (b) In order to request a Swingline Loan, the applicable Borrower
shall notify the Administrative Agent of such request by telephone (confirmed by
telecopy), not later than 12:00 noon, New York City time, on the day of a
proposed Swingline Loan. Each such notice shall be irrevocable and shall specify
the requested date (which shall be a Business Day) and amount of the requested
Swingline Loan. The Administrative Agent will promptly advise the Swingline
Lender of any such notice received from a Borrower. The Swingline Lender shall
make each Swingline Loan available to the applicable Borrower by means of a
credit to the general deposit account of such Borrower with the Swingline Lender
by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.



<PAGE>


            (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 10:00 a.m., New York City time, on any
Business Day require the Lenders to acquire participations on such Business Day
in all or a portion of the Swingline Loans outstanding. Such notice shall
specify the aggregate amount of Swingline Loans in which Lenders will
participate. Promptly upon receipt of such notice, the Administrative Agent
shall give notice thereof to each Lender, specifying in such notice such
Lender's Participation Percentage of such Swingline Loan or Loans. In
furtherance of the foregoing, each Lender hereby absolutely and unconditionally
agrees, upon receipt of notice as provided above, to pay the Administrative
Agent, for the account of the Swingline Lender, such Lender's Participation
Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees
that its obligation to acquire participations in Swingline Loans pursuant to
this paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever. Each
Lender shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.02(c)
with respect to Loans made by such Lender (and Section 2.02(c) shall apply,
mutatis mutandis, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay the Swingline Lender the amounts
received by it from the Lenders. The Administrative Agent shall notify the
Borrower of any participations in any Swingline Loan acquired pursuant to this
paragraph and thereafter payments in respect of such Swingline Loan shall be
made to the Administrative Agent and not to the Swingline Lender. Any amounts
received by the Swingline Lender from the Borrower (or other party on behalf of
the Borrower) in respect of a Swingline Loan after receipt by the Swingline
Lender of the proceeds of the sale of participations therein shall promptly be
remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall promptly be remitted to the Lenders that shall have
made payments pursuant to this paragraph and to the Swingline Lender, as their
interests may appear. The purchase of participations in a Swingline Loan
pursuant to this paragraph shall not relieve the Borrower of any default in
payment thereof.

            SECTION 2.06. Conversion and Continuation of Standby Loans. A
Borrower shall have the right at any time upon prior irrevocable notice to the
Administrative Agent (i) not later than 10:30 a.m., New York City time, on the
day of the conversion, to convert all or any part of any Eurodollar Standby
Borrowing into an ABR Borrowing, and (ii) not later than 10:30 a.m., New York
City time, three Business Days prior to conversion or continuation, to convert
any ABR Borrowing into a Eurodollar Standby Borrowing or to continue any
Eurodollar Standby Borrowing for an additional Interest Period, subject in each
case to the following:

            (a) if less than all the outstanding principal amount of any Standby
      Borrowing shall be converted or continued, the aggregate principal amount
      of the Standby Borrowing being converted or continued shall be an integral
      multiple of $1,000,000 and not less than $5,000,000;

            (b) accrued interest on a Standby Borrowing (or portion
      thereof) being converted shall be paid by the Borrower at the
      time of conversion;

            (c) if any Eurodollar Standby Borrowing is converted at a time other
      than the end of the Interest Period applicable thereto, the Borrower shall
      pay, upon demand, any amounts due to the Lenders pursuant to Section 2.16;

            (d) any portion of a Standby Borrowing maturing or required to be
      repaid in less than one month may not be converted into or continued as a
      Eurodollar Standby Borrowing and shall, unless clause (e) applies to such
      Borrowing, be repaid at the end of the Interest Period applicable thereto;

            (e) any portion of a Eurodollar Standby Borrowing which cannot be
      continued as a Eurodollar Standby Borrowing by reason of clause (d) above
      shall, if not repaid at the end of the applicable Interest Period, be
      automatically converted at the end of the Interest Period in effect for
      such Eurodollar Standby Borrowing into an ABR Borrowing; and

            (f) no Interest Period may be selected for any Eurodollar Standby
      Borrowing that would end later than the Maturity Date.

            Each notice pursuant to this Section 2.06 shall be irrevocable and
shall refer to this Agreement and specify (i) the identity and amount of the
Standby Borrowing to be converted or continued, (ii) whether such Standby
Borrowing is to be converted to or continued as a Eurodollar Standby Borrowing
or an ABR Borrowing, (iii) if such notice requests a conversion, the date of
such conversion (which shall be a Business Day) and (iv) if such Standby
Borrowing is to be converted to or continued as a Eurodollar Standby Borrowing,
the Interest Period with respect thereto. If no Interest Period is specified in
any such notice with respect to any conversion to or continuation as a
Eurodollar Standby Borrowing, the Borrower shall be deemed to have selected an
Interest Period of one month's duration. If no notice shall have been given in
accordance with this Section 2.06 to convert or continue any Standby Borrowing,
such Standby Borrowing shall, at the end of the Interest Period applicable
thereto (unless repaid pursuant to the terms hereof), automatically be continued
into a new Interest Period as an ABR Borrowing.



<PAGE>


            SECTION 2.07. Fees. (a) The Company agrees to pay to each Lender,
through the Administrative Agent, on each March 31, June 30, September 30 and
December 31 (with the first payment being due on September 30, 2001) and on the
date on which the Commitment of such Lender shall have been terminated, a
facility fee (a "Facility Fee"), equal to the Applicable Rate on the amount of
the Commitment of such Lender, whether used or unused, during the preceding
quarter (or other period commencing on the date hereof or ending with the date
on which the Commitment of such Lender shall be terminated); provided that, if
such Lender continues to have any Standby Credit Exposure after its Commitment
terminates, then the Facility Fee shall continue to accrue on the daily amount
of such Lender's Standby Credit Exposure from and including the date on which
its Commitment terminates to but excluding the date on which such Lender ceases
to have any Standby Credit Exposure. All Facility Fees shall be computed on the
basis of the actual number of days elapsed in a year of 360 days. The Facility
Fee due to each Lender shall be payable in arrears and shall commence to accrue
on the date hereof and cease to accrue on the date on which the Commitment of
such Lender shall have terminated and such Lender shall have no further Standby
Credit Exposure.

            (b) The Company agrees to pay to the Administrative Agent, for its
own account, the administrative, auction and other fees separately agreed to by
the Company and the Administrative Agent (collectively, the "Administrative
Fees").

            (c) The Company agrees to pay to each Lender, through the
Administrative Agent, on each March 31, June 30, September 30 and December 31
and on each date on which the Commitment of such Lender shall be terminated or
reduced as provided herein, a utilization fee (a "Utilization Fee") equal to a
pro rata portion (based on the ratio of such Lender's Commitment and Standby
Loans outstanding to the aggregate amount of all the Commitments and Standby
Loans outstanding) of .125% per annum on the principal amount of the outstanding
Loans, including Competitive Loans, whether or not made by such Lender, for each
day during the preceding quarter (or other period commencing on the date hereof
or ending with the date on which the Commitment of such Lender shall have been
terminated and its Loans repaid in full) on which the sum of (i) the aggregate
Standby Credit Exposures and Competitive Loan Exposures and (ii) the aggregate
"Standby Credit Exposures" and "Competitive Loan Exposures" under and as defined
in the Five-Year Agreement shall exceed 33% of the aggregate amount of all the
Commitments and the "Commitments" under and as defined in the Five-Year
Agreement that shall remain in effect on such day (including each day after the
Commitments shall have terminated on which the Lender shall have any Standby
Credit Exposures or Competitive Loan Exposure. All Utilization Fees shall be
computed on the basis of the actual number of days elapsed in a year of 360
days. The Utilization Fee due to each Lender shall be payable in arrears and
shall commence to accrue on the date hereof and cease to accrue on the date on
which the Commitment of such Lender shall have been terminated and its Loans
repaid in full.

            (d) All Fees shall be paid on the dates due, in immediately
available funds, to the Administrative Agent for distribution, if and as
appropriate, among the Lenders. Once paid, none of the Fees shall be refundable
under any circumstances other than to correct errors in payment.

            SECTION 2.08. Repayment of Loans; Evidence of Debt. (a) Each of the
Borrowers hereby agrees that (i) the outstanding principal balance of each
Standby Loan shall be payable on the Maturity Date, (ii) the outstanding
principal balance of each Competitive Loan shall be payable on the last day of
the Interest Period applicable thereto and (iii) the outstanding principal
balance of each Swingline Loan shall be payable on the tenth Business Day
following the making thereof.

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

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



<PAGE>


            (d) The entries made in the accounts maintained pursuant to
paragraph (b) and (c) of this Section 2.08 shall be prima facie evidence of the
existence and amounts of the obligations therein recorded; provided, however,
that the failure of any Lender or the Administrative Agent to maintain such
accounts or any error therein shall not in any manner affect the obligations of
the Borrowers to repay the Loans in accordance with their terms.

            (e) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns (in each
such case, a "Registered Note")) and in a form approved by the Administrative
Agent. Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section
10.04) be represented by one or more promissory notes in such form payable to
the order of the payee named therein (or, if such promissory note is a
Registered Note, to such payee and its registered assigns).

            SECTION 2.09. Interest on Loans. (a) Subject to the provisions of
Section 2.10, the Loans comprising each Eurodollar Borrowing shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 360
days) at a rate per annum equal to (i) in the case of each Eurodollar Standby
Loan, (A) the LIBO Rate for the Interest Period in effect for such Borrowing
plus the Applicable Rate from time to time in effect and (ii) in the case of
each Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in
effect for such Borrowing plus (or minus) the Margin offered by the Lender
making such Loan and accepted by the applicable Borrower pursuant to Section
2.03.

            (b) Subject to the provisions of Section 2.10, the Loans comprising
each ABR Borrowing (including each Swingline Loan) shall bear interest (computed
on the basis of the actual number of days elapsed over a year of 365 or 366
days, as the case may be, for periods during which the Alternate Base Rate is
determined by reference to the Prime Rate and 360 days for other periods) at a
rate per annum equal to the Alternate Base Rate.

            (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan
shall bear interest at a rate per annum (computed on the basis of the actual
number of days elapsed over a year of 360 days) equal to the fixed rate of
interest offered by the Lender making such Loan and accepted by the applicable
Borrower pursuant to Section 2.03.

            (d) Interest on each Loan shall be payable on each Interest Payment
Date applicable to such Loan except as otherwise provided in this Agreement. The
applicable LIBO Rate or Alternate Base Rate for each Interest Period or day
within an Interest Period, as the case may be, shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest
error.

            SECTION 2.10. Default Interest. If any Borrower shall default in the
payment of the principal of or interest on any Loan or any other amount becoming
due hereunder, whether by scheduled maturity, notice of prepayment, acceleration
or otherwise, such Borrower shall on demand from time to time from the
Administrative Agent pay interest from and including the date of such default,
to the extent permitted by law, on such defaulted amount up to (but not
including) the date of actual payment (after as well as before judgment) at a
rate per annum (computed as provided in Section 2.09) equal to the higher of (a)
the rate, if any, otherwise applicable to such amount hereunder plus 2% per
annum and (b) the Alternate Base Rate plus 2% per annum.



<PAGE>


            SECTION 2.11. Alternate Rate of Interest. In the event, and on each
occasion, that on the day two Business Days prior to the commencement of any
Interest Period for a Eurodollar Borrowing the Administrative Agent shall have
determined (i) that deposits in Dollars in the principal amounts of the Loans
comprising such Borrowing are not generally available in the London interbank
market or any other market in which the Lenders shall be funding such Loans,
(ii) that the rates at which such deposits are being offered will not adequately
and fairly reflect the cost to Lenders having Commitments representing at least
50% of the Total Commitment at such time of making or maintaining their
Eurodollar Loans during such Interest Period or (iii) that reasonable means do
not exist for ascertaining the LIBO Rate, the Administrative Agent shall, as
soon as practicable thereafter, give telecopy notice of such determination to
the Company and the Lenders. In the event of any such determination, until the
Administrative Agent shall have advised the Company and the Lenders that the
circumstances giving rise to such notice no longer exist, any request by a
Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03
affected by such circumstances shall be of no force and effect and shall be
denied by the Administrative Agent, and any request by a Borrower for a
Eurodollar Standby Borrowing pursuant to Section 2.04 shall, to the extent
affected by such circumstances, be deemed to be a request for an ABR Borrowing.
Each determination by the Administrative Agent hereunder shall be conclusive
absent manifest error.

            SECTION 2.12.  Termination and Reduction of Commitments.
(a)  The Commitments shall be automatically and permanently terminated
on the Maturity Date.

            (b) Upon at least three Business Days' prior irrevocable telecopy
notice to the Administrative Agent, the Company may at any time in whole
permanently terminate, or from time to time in part permanently reduce, the
Total Commitment; provided, however, that (i) each partial reduction of the
Total Commitment shall be in an integral multiple of $1,000,000 and in a minimum
principal amount of $10,000,000 and (ii) no such termination or reduction shall
be made (A) which would reduce the Total Commitment to an amount less than the
sum of the aggregate Standby Credit Exposures and the aggregate Competitive Loan
Exposures or (B) which would reduce any Lender's Commitment to an amount that is
less than such Lender's Standby Credit Exposure.

            (c) Each reduction in the Total Commitment hereunder shall be made
ratably among the Lenders in accordance with their respective Commitments. The
Company shall pay to the Administrative Agent for the account of the Lenders, on
the date of each termination or reduction of the Total Commitment, the Facility
Fees on the amount of the Commitments so terminated accrued through the date of
such termination or reduction.

            SECTION 2.13. Prepayment. (a) The Borrowers shall have the right at
any time and from time to time to prepay any Standby Borrowing, in whole or in
part, upon giving telecopy notice (or telephone notice promptly confirmed by
telecopy) to the Administrative Agent (which shall give prompt notice thereof to
each Lender): (i) before 10:00 a.m., New York City time, three Business Days
prior to prepayment, in the case of a Eurodollar Standby Borrowing and (ii)
before 10:00 a.m., New York City time, one Business Day prior to prepayment, in
the case of an ABR Borrowing; provided, however, that (i) each partial
prepayment of any Standby Borrowing shall be in an amount which is an integral
multiple of $1,000,000 and not less than $10,000,000 or such smaller amount as
necessary to repay any such Borrowing in full. No prepayment may be made in
respect of any Competitive Borrowing.

            (b) On the date of any termination or reduction of the Commitments
pursuant to Section 2.13, the Borrowers shall pay or prepay so much of the
Standby Borrowings as shall be necessary in order that the sum of the aggregate
Standby Credit Exposures and the aggregate Competitive Loan Exposures will not
exceed the Total Commitment, after giving effect to such termination or
reduction.

            (c) If, at any time, the sum of the aggregate Standby Credit
Exposures and the aggregate Competitive Loan Exposures exceeds the Total
Commitment, the applicable Borrower shall, on such day, prepay such Borrowing in
an amount equal to the lesser of (i) such excess and (ii) the amount of such
Borrowing.

            (d) If,at any time, the Standby Credit Exposure of any Lender of a
Loan included in such Borrowing exceeds such Lender's Commitment, the applicable
Borrower shall, on such day, prepay such Borrowing in an amount equal to the
lesser of (i) the amount necessary to eliminate such excess and (ii) the amount
of such Borrowing.

            (e) Each notice of prepayment given pursuant to paragraph (a) above
shall specify the prepayment date and the principal amount of each Borrowing (or
portion thereof) to be prepaid, shall be irrevocable and shall commit the
applicable Borrower to prepay such Borrowing (or portion thereof) in the amount
stated therein on the date stated therein. All prepayments under this Section
2.13 shall be subject to Section 2.16 but otherwise without premium or penalty.
All prepayments under this Section 2.13 shall be accompanied by accrued interest
on the principal amount being prepaid to the date of payment.


<PAGE>


            (f) In satisfaction of any prepayment obligation under paragraph
(b), (c), or (d) of this Section 2.13 when due with respect to any Eurodollar
Loan, the Company may deposit in the Prepayment Account (as defined below) cash
in an aggregate amount sufficient to satisfy such prepayment obligation. The
Administrative Agent shall deposit such amount in the Prepayment Account and
shall apply such amount to prepay each Loan against which such cash is being
held, on the last day of the applicable Interest Period (or, at the direction of
the Company, on any earlier date). For purposes of this Agreement, the term
"Prepayment Account" shall mean an account or accounts established by the
Company with the Administrative Agent and over which the Administrative Agent
shall have exclusive dominion and control, including the exclusive right of
withdrawal for application in accordance with this paragraph (f). The
Administrative Agent will, at the request of the Company from time to time,
invest the cash in the Prepayment Account in Permitted Investments that mature
on or prior to the last day of the applicable Interest Periods of the Loans
against which such cash is being held; provided, however, that the
Administrative Agent shall not be required to make any investment (i) that, in
its sole judgment, would cause it to be in, or would result in any, violation of
any law, statute, rule or regulation or (ii) if a Default or Event of Default
shall have occurred and be continuing. The Company shall indemnify the
Administrative Agent for any losses relating to the investments so that the cash
in the Prepayment Account will be sufficient to prepay each Loan against which
such cash is being held, on the last day of the applicable Interest Period. The
Prepayment Account shall not bear interest other than any interest or profits on
such investments, which shall be deposited in the Prepayment Account and
reinvested and disbursed as specified above. If the maturity of the Loans has
been accelerated pursuant to Article VII, the Administrative Agent may, in its
sole discretion, apply all amounts on deposit in the Prepayment Account to
satisfy any of the Obligations. The Company hereby grants to the Administrative
Agent, for its benefit and the benefit of the Lenders, a security interest in
the Prepayment Account to secure the Obligations. At any time that no Event of
Default has occurred and is continuing and there is no outstanding Loan against
which cash in the Prepayment Account is required to be held, the Administrative
Agent shall release all cash in the Prepayment Account to the Company.

            SECTION 2.14. Reserve Requirements; Change in Circumstances. (a)
Notwithstanding any other provision herein but subject to paragraph (d) below
and to Section 2.21, if any Change in Law shall result in the imposition,
modification or applicability of any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of or credit
extended by any Lender, or shall result in the imposition on any Lender or the
London interbank market or any other market in which the funding operations of
any Lender shall be conducted of any other condition, in any such case,
affecting this Agreement, such Lender's Commitment or any Eurodollar Loan or
Fixed Rate Loan made by such Lender, and the result of any of the foregoing
shall be to increase the cost to such Lender of making or maintaining any
Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum received
or receivable by such Lender hereunder (whether of principal, interest or
otherwise) by an amount deemed by such Lender to be material, then the Company
and the applicable Borrower agree severally (and not jointly) to pay such
additional amount or amounts as will compensate such Lender for such additional
costs or reduction. Notwithstanding the foregoing, no Lender shall be entitled
to request compensation under this paragraph with respect to any Competitive
Loan (i) relating to any reserve requirements in effect at the time the
Competitive Bid with respect thereto is submitted by such Lender or (ii) if the
Change in Law giving rise to such request was known by such Lender to be
applicable to it at the time of submission of the Competitive Bid pursuant to
which such Competitive Loan was made.



<PAGE>


            (b) If any Lender shall have determined that any Change in Law
regarding capital adequacy has or would have the effect of reducing the rate of
return on such Lender's capital or on the capital of such Lender's holding
company, if any, as a consequence of this Agreement, such Lender's Commitment or
the Loans made by such Lender pursuant hereto to a level below that which such
Lender or such Lender's holding company could have achieved but for such Change
in Law (taking into consideration such Lender's policies and the policies of
such Lender's holding company with respect to capital adequacy) by an amount
deemed by such Lender to be material, then the Company agrees to pay to such
Lender from time to time such additional amount or amounts as will compensate
such Lender for such reduction; provided, however, that each Foreign Borrower
shall pay only such amounts that relate to its own Obligations. It is
acknowledged that the pricing provided for in this Agreement has been determined
on the understanding that the Lenders will not be required to maintain capital
against their Commitments under currently applicable laws, rules, regulations
and regulatory guidelines. In the event any of the Lenders shall be advised by
bank regulatory authorities responsible for interpreting or administering such
applicable laws, rules, regulations and guidelines or shall otherwise determine,
on the basis of applicable laws, rules, regulations, guidelines or other
requests or statements (whether or not having the force of law) of such bank
regulatory authorities, that such understanding is incorrect, it is agreed that
the Banks will be entitled to make claims under this paragraph based upon market
requirements for commitments under comparable credit facilities against which
capital is required to be maintained.

            (c) A certificate of each Lender setting forth such amount or
amounts as shall be necessary to compensate such Lender or its holding company
as specified in paragraph (a) or (b) above, as the case may be, and setting
forth in reasonable detail the manner in which such amount or amounts shall have
been determined, shall be delivered to the Company with a copy to the
Administrative Agent and shall be conclusive absent manifest error. The Company
or the applicable Borrower, as the case may be, shall pay each Lender the amount
shown as due on any such certificate delivered by it within 10 Business Days
after its receipt of the same.

            (d) Failure or delay on the part of any Lender to demand
compensation for any increased costs or reduction in amounts received or
receivable or reduction in return on capital shall not constitute a waiver of
such Lender's right to demand such compensation with respect to such period or
any other period, except that no Lender shall be entitled to any compensation
under this Section 2.14 for any costs incurred or reduction suffered with
respect to any date unless such Lender shall have notified the Company that it
will demand compensation for such costs or reductions under paragraph (c) above
not more than 60 days after the later of (i) such date and (ii) the date on
which such Lender shall have become aware of such costs or reductions. The
protection of this Section shall be available to each Lender regardless of any
possible contention of the invalidity or inapplicability of any law, rule,
regulation or guideline or any Change in Law. Notwithstanding any other
provision in this Section 2.14, no Lender shall demand compensation for any
increased cost or reduction referred to above if it shall not at the time be the
general policy or practice of such Lender to demand such compensation in similar
circumstances under comparable provisions of other credit agreements, if any. If
any Lender shall receive as a refund any moneys from any source in respect of
any increased cost or reduction that it has identified on any certificate
provided pursuant to paragraph (c) above, to the extent that the Company or any
Borrower has previously paid the Lender any compensation in respect thereof, the
Lender shall promptly forward such refund to the Company or such Borrower, as
the case may be, without interest.

            SECTION 2.15. Change in Legality. (a) Notwithstanding any other
provision herein, if any Change in Law shall make it unlawful for any Lender or
its Applicable Lending Office to make or maintain any Eurodollar Loan or to give
effect to its obligations as contemplated hereby with respect to any Eurodollar
Loan, then, such Lender shall give written notice thereof to the Company and to
the Administrative Agent and as long as such illegality, limitation or
impracticality continues to exist, such Lender:

            (i) may declare that Eurodollar Loans will not thereafter be made by
      such Lender hereunder, whereupon such Lender shall not submit a
      Competitive Bid in response to a request for Eurodollar Competitive Loans,
      any request by any Borrower for Eurodollar Loans shall, as to such Lender
      only, be deemed a request for an ABR Loan unless such declaration shall be
      subsequently withdrawn; and

            (ii) shall promptly enter into negotiations with the Company and
      negotiate in good faith to agree to a solution to such illegality,
      limitation or impracticability; provided, however, that if such an
      agreement has not been reached by the date at which such Change in Law is
      given effect with respect to the outstanding Eurodollar Loans of such
      Lender, upon effective notice thereof pursuant to paragraph (b) below, the
      applicable Borrower shall immediately prepay the affected Eurodollar Loans
      that have been rendered unlawful by such Change in Law and shall prepay
      any other affected Loan on the last day of the Interest Period currently
      applicable to such Loan.

            (b) For purposes of this Section 2.15, a notice by any Lender shall
be effective as to each Eurodollar Loan, if lawful, on the last day of the
Interest Period currently applicable to such Eurodollar Loan; in all other cases
such notice shall be effective on the date of receipt.


<PAGE>


            (c) Each Lender that has delivered a notice pursuant to paragraph
(a) above, if the circumstances giving rise to such notice cease to exist, shall
notify each applicable Borrower thereof as soon as practicable.

            SECTION 2.16. Indemnity. (a) Subject to Section 2.16(b), each
Borrower agrees to indemnify each Lender making any Loan to it against any loss
or expense which such Lender may sustain or incur as a consequence of (a) any
failure by any Borrower to borrow or to refinance, convert or continue any Loan
hereunder after irrevocable notice of such borrowing, refinancing, conversion or
continuation has been given pursuant to Section 2.03, 2.04, 2.05 or 2.06, (b)
any payment, prepayment or conversion of a Loan to such Borrower required by any
other provision of this Agreement or otherwise made or deemed made, or any
purchase required pursuant to the provisions of Section 2.21(b) (except pursuant
to Sections 2.21 (b)(iii) or (iv)), on a date other than the last day of the
Interest Period, if any, applicable thereto or (c) any default by such Borrower
in payment or prepayment of the principal amount of any Loan or any part thereof
or interest accrued thereon, as and when due and payable (at the due date
thereof, whether by scheduled maturity, acceleration, irrevocable notice of
prepayment or otherwise), including, in each such case, any loss or reasonable
expense sustained or incurred or to be sustained or incurred in liquidating or
employing deposits from third parties acquired to effect or maintain such Loan
or any part thereof. Such loss or reasonable expense shall include an amount
equal to the excess, if any, as reasonably determined by such Lender, of (i) its
cost of obtaining the funds for the Loan being paid, prepaid, refinanced or not
borrowed (which in the case of a Eurodollar Loan will be assumed to be the LIBO
Rate applicable thereto) for the period from the date of such payment,
prepayment, refinancing or failure to borrow or refinance to the last day of the
Interest Period for such Loan (or, in the case of a failure to borrow or
refinance the Interest Period for such Loan which would have commenced on the
date of such failure) over (ii) the amount of interest (as reasonably determined
by such Lender) that would be realized by such Lender in reemploying the funds
so paid, prepaid or not borrowed or refinanced for such period or Interest
Period, as the case may be. A certificate of any Lender setting forth any amount
or amounts which such Lender is entitled to receive pursuant to this Section and
setting forth in reasonable detail the manner in which such amount or amounts
shall have been determined shall be delivered to such Borrower with a copy to
the Administrative Agent and shall be conclusive absent manifest error.

            (b) Notwithstanding any other provision hereof, each Foreign
Borrower shall be subject to the indemnification obligations created by this
Section 2.16 only with respect to its own Obligations.

            SECTION 2.17. Pro Rata Treatment. Each payment of the Facility Fees
and Utilization Fees and each reduction of the Commitments shall be allocated
pro rata among the Lenders in accordance with their respective Commitments.
Except as required under Section 2.15, each continuation, payment or prepayment
of principal of any Standby Borrowing and each refinancing or conversion of any
Standby Borrowing shall be allocated pro rata among the Lenders participating in
such Borrowing in accordance with the respective principal amounts of their
outstanding Standby Loans comprising such Borrowing. Each payment of interest on
any Standby Borrowing shall be allocated pro rata among the Lenders
participating in such Borrowing in accordance with the respective amounts of
accrued and unpaid interest on their outstanding Standby Loans comprising such
Borrowing. Each payment of principal of any Competitive Borrowing shall be
allocated pro rata among the Lenders participating in such Borrowing in
accordance with the respective principal amounts of their outstanding
Competitive Loans comprising such Borrowing. Each payment of interest on any
Competitive Borrowing shall be allocated pro rata among the Lenders
participating in such Borrowing in accordance with the respective amounts of
accrued and unpaid interest on their outstanding Competitive Loans comprising
such Borrowing. Each Lender agrees that in computing such Lender's portion of
any Borrowing to be made hereunder, the Administrative Agent may, in its
discretion, round each Lender's percentage of such Borrowing to the next higher
or lower whole unit amount.



<PAGE>


            SECTION 2.18. Sharing of Setoffs. Each Lender agrees that if it
shall, through the exercise of a right of banker's lien, setoff or counterclaim,
or pursuant to a secured claim under Section 506 of Title 11 of the United
States Code or other security or interest arising from, or in lieu of, such
secured claim, received by such Lender under any applicable bankruptcy,
insolvency or other similar law or otherwise, or by any other means (other than
as provided in Section 2.15 or pursuant to an assignment under Section 2.21 or
Section 10.04), obtain payment (voluntary or involuntary) in respect of any
Standby Loan or Standby Loans as a result of which the unpaid principal portion
of its Standby Loans shall be proportionately less than the unpaid principal
portion of the Standby Loans of any other Lender, it shall be deemed
simultaneously to have purchased from such other Lender at face value, and shall
promptly pay to such other Lender the purchase price for, a participation in the
Standby Loans of such other Lender, so that the aggregate unpaid principal
amount of the Standby Loans and participations in the Standby Loans held by each
Lender shall be in the same proportion to the aggregate unpaid principal amount
of all Standby Loans then outstanding as the principal amount of its Standby
Loans prior to such exercise of banker's lien, setoff or counterclaim or other
event was to the principal amount of all Standby Loans outstanding prior to such
exercise of banker's lien, setoff or counterclaim or other event; provided,
however, that, if any such purchase or purchases or adjustments shall be made
pursuant to this Section 2.18 and the payment giving rise thereto shall
thereafter be recovered, such purchase or purchases or adjustments shall be
rescinded to the extent of such recovery and the purchase price or prices or
adjustment restored without interest. Any Lender holding a participation in a
Standby Loan deemed to have been so purchased may exercise any and all rights of
banker's lien, setoff or counterclaim with respect to any and all moneys owing
to such Lender by reason thereof as fully as if such Lender had made a Standby
Loan in the amount of such participation.

            SECTION 2.19.  Payments.  (a)  Each Borrower shall make
each payment (including principal of or interest on any Borrowing made
by it or any Fees or other amounts payable by it) hereunder from a
Payment Location in the United States not later than 12:00 noon,
New York City time, on the date when due in Dollars to the
Administrative Agent at its offices at 270 Park Avenue, New York,
New York, in immediately available funds.

            (b) Whenever any payment (including principal of or interest on any
Borrowing or any Fees or other amounts) hereunder shall become due, or otherwise
would occur, on a day that is not a Business Day, such payment may be made on
the next succeeding Business Day, and such extension of time shall in such case
be included in the computation of interest or Fees, if applicable.

            SECTION 2.20.  Taxes.  (a)  Any and all payments by or on
account of any obligation of the Borrowers hereunder or under any other
Loan Document shall be made free and clear of and without deduction for
any Indemnified Taxes or Other Taxes; provided that if any Borrower
shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as
determined in good faith by the Administrative Agent or the applicable
Lender to be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this
Section) the Administrative Agent, or Lender (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Borrower shall make such deductions and
(iii) such Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

            (b) In addition, the Borrowers shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

            (c) The Borrowers shall indemnify the Administrative Agent and each
Lender within 20 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent, or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of the Borrowers hereunder or under any other Loan Document
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority.

            (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by a Borrower to a Governmental Authority, the Company shall deliver
to the Administrative Agent the original or a certified copy of a receipt issued
by such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.



<PAGE>


            (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which a
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Company (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Company as will permit such payments to be
made without withholding or at a reduced rate.

            (f) If the Administrative Agent or a Lender determines, in its sole
discretion, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified by a Borrower or with respect to which a Borrower
has paid additional amounts pursuant to this Section 2.20, it shall pay over
such refund to the Company (but only to the extent of indemnity payments made,
or additional amounts paid, by the Borrowers under this Section 2.20 with
respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Lender and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided, however, that the Borrowers, upon the
request of the Administrative Agent or such Lender, agree to repay the amount
paid over to such Borrower (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to the Administrative Agent or
such Lender in the event the Administrative Agent or such Lender is required to
repay such refund to such Governmental Authority. Nothing contained in this
paragraph (f) shall require the Administrative Agent or any Lender to make
available its tax returns (or any other information relating to its taxes which
it deems confidential) to any Borrower or any other Person.

            SECTION 2.21. Duty to Mitigate; Assignment of Commitments Under
Certain Circumstances. (a) Any Lender claiming any additional amounts payable
pursuant to Section 2.14, or 2.20, or exercising its rights under Section 2.15,
shall use reasonable efforts (consistent with legal and regulatory restrictions)
to file any certificate or document requested by the Company or to change the
jurisdiction of its Applicable Lending Office if the making of such a filing or
change would avoid the need for or reduce the amount of any such additional
amounts which may thereafter accrue or avoid the circumstances giving rise to
such exercise and would not, in the reasonable determination of such Lender, be
otherwise disadvantageous to such Lender.

            (b) In the event that (i) any Lender shall have delivered a notice
or certificate pursuant to Section 2.14 or 2.15, (ii) any Borrower shall be
required or reasonably believes it will be required, to make additional payments
to any Lender under Section 2.20, (iii) any Lender shall become, or a
substantial part of the property of any Lender shall become, the subject of any
receivership or similar proceeding or (iv) any Lender shall default on its
commitment to lend hereunder, the Company shall have the right, at its own
expense, upon notice to such Lender and the Administrative Agent, to require
such Lender to transfer and assign without recourse, free and clear of all
deductions and withholding, (in accordance with and subject to the restrictions
contained in Section 10.04) all interests, rights and obligations contained
hereunder to another financial institution or to another Lender which shall
assume such obligations; provided that (A) no such assignment shall conflict
with any law, rule or regulation or order of any Governmental Authority and (B)
the assignee or the Company, as the case may be, shall pay to the affected
Lender in immediately available funds on the date of such assignment the
principal of and the interest accrued to the date of payment on the Loans made
by it hereunder and all other amounts accrued for its account or owed to it
hereunder.

            SECTION 2.22. Borrowing Subsidiaries. The Company may designate any
Subsidiary as a Borrowing Subsidiary. Upon the receipt by the Administrative
Agent of a Borrowing Subsidiary Agreement in the form of Exhibit C executed by
such Subsidiary and the Company, such Subsidiary shall be a Borrowing Subsidiary
and a party to this Agreement. Any Subsidiary shall cease to be a Borrowing
Subsidiary hereunder at such time as no Loans shall be outstanding to such
Subsidiary and such Subsidiary and the Company shall have executed and delivered
to the Administrative Agent a Borrowing Subsidiary Termination in the form of
Exhibit D.




<PAGE>


                                   ARTICLE III

                                   CONDITIONS

            SECTION 3.01. Effectiveness. (a) The obligations of the Lenders to
make Loans hereunder shall not become effective until the date on which each of
the following conditions is satisfied (or waived in accordance with Section
10.02):

            (i) The Administrative Agent shall have received counterparts hereof
      signed by each of the parties hereto.

            (ii) The Administrative Agent shall have received (i) an opinion of
      Clifford H.R. DuPree, Associate General Counsel of the Company,
      substantially in the form of Exhibit F-1 hereto, and (ii) an opinion of
      Cravath, Swaine & Moore, counsel for the Administrative Agent,
      substantially in the form of Exhibit F-2 hereto, each dated the Effective
      Date and covering such additional matters relating to the transactions
      contemplated hereby as the Administrative Agent may reasonably request.

            (iii) The Administrative Agent shall have received a certificate,
      dated the Effective Date, signed by a Financial Officer of the Company to
      the effect set forth in clauses (b) and (c) of Section 3.02.

            (iv) The Administrative Agent shall have received all documents it
      may reasonably request relating to the existence or good standing of the
      Company or any other Borrower or the Guarantor, the corporate power and
      authority of the Company and any such other Borrower or the Guarantor to
      enter into and the validity of this Agreement and the other Loan
      Documents, and any other matters relevant hereto, all in form and
      substance satisfactory to the Administrative Agent.

            (v) The commitments of the lenders under the Existing Credit
      Agreement shall have been terminated and the principal of and interest
      accrued on the loans outstanding thereunder, and all fees and other
      amounts accrued or otherwise due thereunder, shall have been paid in full.

            (vi) All fees and other amounts due and payable hereunder on or
      prior to the Effective Date, including, to the extent invoiced, all
      out-of-pocket expenses required to be reimbursed or paid by the Borrowers
      hereunder, shall have been paid.

            SECTION 3.02. Borrowings. The obligation of each Lender to make a
Loan on the occasion of any Borrowing (other than a Borrowing that does not
increase the aggregate principal amount of Loans of any Lender outstanding)
hereunder, is subject to the satisfaction of the following conditions:

            (a) The Administrative Agent shall have received a notice of
      borrowing as required by Section 2.03 or 2.04 (or, in the case of a
      Swingline Loan, Section 2.05).

            (b) Immediately prior to and after such Borrowing, no Default shall
      have occurred and be continuing.

            (c) The representations and warranties of the Company and the
      applicable Borrower contained in Article IV of this Agreement shall be
      true on and as of the date of such Borrowing.

Each Borrowing hereunder (other than a Borrowing that does not increase the
aggregate principal amount of Loans of any Lender outstanding) shall be deemed
to be a representation and warranty by the Company and the applicable Borrower
on the date of such Borrowing as to the matters specified in clauses (b) and (c)
of this Section.

            SECTION 3.03. Initial Borrowing by Each Borrowing Subsidiary. The
obligation of each Lender to make a Loan on the occasion of the first Borrowing
by each Borrowing Subsidiary is subject to the satisfaction of the following
conditions:



<PAGE>


            (a) The Administrative Agent shall have received a Borrowing
      Subsidiary Agreement executed by such Borrowing Subsidiary and the
      Company.

            (b) The Administrative Agent shall have received an opinion of
      counsel for the Borrowing Subsidiary dated the date of such Borrowing
      substantially in the form of Exhibit F-3 hereto and covering such
      additional matters relating to such Borrowing Subsidiary as the
      Administrative Agent may reasonably request;

            (c) The Administrative Agent shall have received all documents it
      may reasonably request relating to the existence of such Borrowing
      Subsidiary, the corporate power and authority of such Borrowing Subsidiary
      to enter into and the validity with respect to such Borrowing Subsidiary
      of this Agreement and the other Loan Documents and any other matters
      relevant hereto, all in form and substance satisfactory to the
      Administrative Agent.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES


            The Company, as to itself and each of its Subsidiaries, and each
Borrowing Subsidiary, only as to itself, represents and warrants to the
Administrative Agent and each of the Lenders as follows:

            SECTION 4.01. Organization; Powers. Each of the Company and its
Subsidiaries is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.

            SECTION 4.02. Authorization; Enforceability. The Transactions are
within the corporate powers of the Company and each Subsidiary party hereto and
have been duly authorized by all necessary corporate and, if required,
stockholder action. This Agreement has been duly executed and delivered by the
Company and each Subsidiary party hereto and constitutes a legal, valid and
binding obligation of each of them, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights generally and to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.

            SECTION 4.03. Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except such as have been
obtained or made and are in full force and effect, (b) will not violate any
applicable law or regulation or the charter, by-laws or other organizational
documents of the Company or any of its Subsidiaries or any order of any
Governmental Authority, (c) will not violate or result in a default under any
indenture, agreement or other instrument binding upon the Company or any of its
Subsidiaries or any assets of any of them, or give rise to a right thereunder to
require any payment to be made by the Company or any of its Subsidiaries, and
(d) will not result in the creation or imposition of any Lien on any asset of
the Company or any of its Subsidiaries, except, in each of the foregoing cases,
as could not reasonably be expected to result in a Material Adverse Effect.

            SECTION 4.04. Financial Condition; No Material Adverse Change. (a)
The Company has heretofore furnished to the Lenders its consolidated balance
sheet and statements of income, stockholders equity and cash flows (i) as of and
for the fiscal year ended June 30, 2000, reported on by KPMG LLP, independent
public accountants and (ii) as of and for the fiscal quarter and the portion of
the fiscal year ended March 31, 2001, certified by its chief financial officer.
Such financial statements present fairly, in all material respects, the
financial position and results of operations and cash flows of the Company and
its consolidated Subsidiaries as of such dates and for such periods in
accordance with GAAP.



<PAGE>


            (b) Since March 31, 2001, there has been no material adverse change
in the business, assets, operations or condition, financial or otherwise, of the
Company and its Subsidiaries, taken as a whole.

            SECTION 4.05. Properties. (a) Each of the Company and its
Subsidiaries has good title to, or valid leasehold interests in, all its real
and personal property material to its business, except for minor defects or lack
of title or invalidity of leasehold interests that could not reasonably be
expected to result in a Material Adverse Effect.

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

            SECTION 4.06. Litigation and Environmental Matters. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Company, threatened
against or affecting the Company or any of its Subsidiaries (i) as to which
there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect or (ii) that assert the invalidity
or unenforceability of or otherwise challenge this Agreement or the
Transactions.

            (b) Except for the Disclosed Matters and except with respect to any
other matters that, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect, neither the Company nor any of its
Subsidiaries (i) has failed to comply with any Environmental Law or to obtain,
maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii)
has received notice of any claim with respect to any Environmental Liability or
(iv) knows of any basis for any Environmental Liability.

            (c) Since the date of this Agreement, there has been no change in
the status of the Disclosed Matters that, individually or in the aggregate, has
resulted in, or materially increased the likelihood of, a Material Adverse
Effect.

            SECTION 4.07. Compliance with Laws and Agreements. Neither the
Company nor any of its Subsidiaries is in violation of any law, regulation or
order of any Governmental Authority applicable to it or its property or any
indenture, agreement or other instrument binding upon it or its property, where
such violation, individually or in the aggregate with other violations, could
reasonably be expected to have a Material Adverse Effect. No Default has
occurred and is continuing.

            SECTION 4.08. Not an Investment Company or Holding Company. Neither
the Company nor any of its Subsidiaries is (a) an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of 1940
or (b) a "holding company" as defined in, or subject to regulation under, the
Public Utility Holding Company Act of 1935.

            SECTION 4.09. Taxes. Each of the Company and its Subsidiaries has
timely filed or caused to be timely filed all returns and reports required to
have been filed and has paid or caused to be paid all Taxes required to have
been paid by it, except (a) Taxes that are being contested in good faith by
appropriate proceedings and for which the Company or such Subsidiary, as
applicable, has set aside on its books adequate reserves or (b) to the extent
that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.

            SECTION 4.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect.



<PAGE>


            SECTION 4.11. Disclosure. None of the reports, financial statements,
certificates or other information furnished by or on behalf of the Company to
the Administrative Agent or any Lender in connection with the negotiation of
this Agreement or delivered hereunder (as modified or supplemented by other
information so furnished) taken as a whole contains any material misstatement of
fact or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided that, with respect to projected financial information, the
Company represents only that such information was prepared in good faith based
upon assumptions believed to be reasonable at the time.

            SECTION 4.12. Federal Reserve Regulations. (a) Neither the Company
nor any of the Subsidiaries is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of buying or
carrying margin stock (as defined in Regulation U).

            (b) No part of the proceeds of any Loan will be used, whether
directly or indirectly, and whether immediately, incidentally or ultimately, for
any purpose that entails a violation of the provisions of the Regulations of the
Board of Governors of the Federal Reserve System of the United States of
America, including Regulation U or X. Not more than 25% of the assets of the
Company or the Company and the Subsidiaries taken as a whole that are subject to
the restrictions of Sections 6.01 and 6.03 will at any time constitute margin
stock.


                                    ARTICLE V

                              Affirmative Covenants

            Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, the Company covenants and agrees with the Lenders that:

            SECTION 5.01.  Financial Statements and Other Information.
The Company will furnish to the Administrative Agent and each Lender:

            (a) within 90 days after the end of each fiscal year of the Company,
      its audited consolidated balance sheet and related statements of
      operations, stockholders' equity and cash flows as of the end of and for
      such year, setting forth in each case in comparative form the figures for
      the previous fiscal year, all reported on by KPMG LLP or other independent
      public accountants of recognized national standing (without a "going
      concern" or like qualification or exception and without any qualification
      or exception as to the scope of such audit) to the effect that such
      consolidated financial statements present fairly in all material respects
      the financial condition and results of operations of the Company and its
      consolidated Subsidiaries on a consolidated basis in accordance with GAAP
      consistently applied;

            (b) within 45 days after the end of each of the first three fiscal
      quarters of each fiscal year of the Company, its consolidated balance
      sheet and related statements of operations, stockholders' equity and cash
      flows as of the end of and for such fiscal quarter and the then elapsed
      portion of the fiscal year, setting forth in each case in comparative form
      the figures for the corresponding period of the previous fiscal year, or
      such other financial statements required to be included in Securities and
      Exchange Commission Form 10-Q, all certified by one of its Financial
      Officers as presenting fairly in all material respects the financial
      condition and results of operations of the Company and its consolidated
      Subsidiaries on a consolidated basis in accordance with GAAP consistently
      applied, subject to normal year-end audit adjustments and the absence of
      footnotes;



<PAGE>


            (c) concurrently with any delivery of financial statements under
      clause (a) or (b) above, a certificate of a Financial Officer of the
      Company (i) certifying as to whether a Default has occurred and, if a
      Default has occurred, specifying the details thereof and any action taken
      or proposed to be taken with respect thereto, (ii) setting forth
      calculations demonstrating that the Company is in compliance with Sections
      6.07 and 6.08 and (iii) if any change in GAAP has occurred since the last
      date of delivery of financial statements and has had a material effect on
      the financial statements of the Company, specifying such effect, unless
      such effect is noted in such financial statements;

            (d) promptly after the same become publicly available, copies of all
      periodic and other reports, proxy statements and other materials filed by
      the Company or any Subsidiary with the Securities and Exchange Commission,
      or any Governmental Authority succeeding to any or all of the functions of
      said Commission, or with any national securities exchange, or distributed
      by the Company to its shareholders generally, as the case may be; and

            (e) promptly following any request therefor, such other information
      regarding the operations, business affairs and financial condition of the
      Company or any Subsidiary, or compliance with the terms of this Agreement,
      as the Administrative Agent or any Lender may reasonably request.

            SECTION 5.02. Notices of Material Events. Upon becoming aware of any
of the following, the Company will furnish to the Administrative Agent and each
Lender prompt written notice thereof:

            (a) the occurrence of any Default;

            (b) the filing or commencement of any action, suit or proceeding by
      or before any arbitrator or Governmental Authority against or affecting
      the Company or any Affiliate thereof that could reasonably be expected to
      result in a Material Adverse Effect;

            (c) the occurrence of any ERISA Event that, alone or together with
      any other ERISA Events that have occurred, could reasonably be expected to
      result in liability of the Company and its Subsidiaries in an aggregate
      amount exceeding $5,000,000; and

            (d) any other development that results in, or, in the judgment of
      the Company, could reasonably be expected to result in, a Material Adverse
      Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Company setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

            SECTION 5.03. Existence; Conduct of Business. The Company will, and
will cause each of its Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of its business except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect; provided that the
foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 6.03.

            SECTION 5.04. Payment of Obligations. The Company will, and will
cause each of its Subsidiaries to, pay its Debt (and other Obligations,
including Tax liabilities) before the same shall become delinquent or in
default, except where (a) the validity or amount thereof is being contested in
good faith by appropriate proceedings and the Company or such Subsidiary has set
aside on its books adequate reserves with respect thereto in accordance with
GAAP or (b) the failure to make payment could not reasonably be expected to
result in a Material Adverse Effect.



<PAGE>


            SECTION 5.05. Maintenance of Properties; Insurance. The Company
will, and will cause each of its Subsidiaries to, (a) keep and maintain all
property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, except where the failure to do so
could not reasonably be expected to have a Material Adverse Effect and (b)
maintain, with financially sound and reputable insurance companies, insurance in
such amounts and against such risks as are customarily maintained by similar
companies engaged in the same or similar businesses operating in the same or
similar locations; provided that the Company and its Subsidiaries may (i)
self-insure against such risks and in such amounts as are usually self-insured
by similar companies engaged in the same or similar businesses operating in the
same or similar locations and (ii) elect not to carry publisher's liability
insurance.

            SECTION 5.06. Books and Records; Inspection Rights. The Company
will, and will cause each of its Subsidiaries to, keep proper books of record
and account in which full, true and correct entries are made of all material
dealings and transactions in relation to its business and activities. The
Company will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such
reasonable times during normal business hours as reasonably requested.

            SECTION 5.07. Compliance with Laws. The Company will, and will cause
each of its Subsidiaries to, comply with all laws, rules, regulations and orders
of any Governmental Authority applicable to it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

            SECTION 5.08. Use of Proceeds. The proceeds of the Loans will be
used only for the purposes set forth in the preamble to this Agreement. No part
of the proceeds of any Loan will be used, whether directly or indirectly, for
any purpose that entails a violation of any of the Regulations of the Federal
Reserve Board, including Regulations U and X.

                                   ARTICLE VI

                               Negative Covenants

            Until the Commitments have expired or terminated and the principal
of and interest on each Loan and all fees payable hereunder have been paid in
full, the Company covenants and agrees with the Lenders that:

            SECTION 6.01. Liens. The Company will not, and will not permit any
Material Subsidiary to, create, incur, assume or permit to exist any Lien on any
property or asset now owned or hereafter acquired by it, or assign or sell any
income or revenues (including accounts receivable) or rights in respect of any
thereof, except:

            (a) Permitted Encumbrances;

            (b) any Lien on any property or asset of the Company or any
      Subsidiary existing on the date hereof and set forth in Schedule 6.01;
      provided that (i) such Lien shall not apply to any other property or asset
      of the Company or any Subsidiary and (ii) such Lien shall secure only
      those obligations which it secures on the date hereof and extensions,
      renewals and replacements thereof that do not increase the outstanding
      principal amount thereof as of the date hereof;

            (c) any Lien existing on any property or asset prior to the
      acquisition thereof by the Company or any Subsidiary or existing on any
      property or asset of any Person that becomes a Subsidiary after the date
      hereof prior to the time such Person becomes a Subsidiary; provided that
      (i) such Lien is not created in contemplation of or in connection with
      such acquisition or such Person becoming a Subsidiary, as the case may be,
      (ii) such Lien shall not apply to any other property or assets of the
      Company or any Subsidiary and (iii) such Lien shall secure only those
      obligations which it secures on the date of such acquisition or the date
      such Person becomes a Subsidiary, as the case may be, and extensions,
      renewals and replacements thereof that do not increase the outstanding
      principal amount thereof as of such date;



<PAGE>


            (d) any Lien on fixed or capital assets acquired, constructed or
      improved by the Company or any Subsidiary, and extensions, renewals and
      replacements thereof that do not increase the outstanding principal amount
      thereof as of the date such Lien is granted; provided that (i) such Lien
      and the Debt secured thereby are incurred prior to or within 180 days
      after such acquisition or the completion of such construction or
      improvement, (ii) the Debt secured thereby does not exceed the cost of
      acquiring, constructing or improving such fixed or capital assets and
      (iii) such Lien shall not apply to any other property or assets of the
      Company or any Subsidiary;

            (e) any Lien on the property or assets of any Subsidiary of the
      Company in favor of the Company or any wholly owned Subsidiary (other than
      a Lien in favor of a non-Material Subsidiary);

            (f) any Lien on equipment (including printing presses and
      data-processing equipment) owned by the Company or any Subsidiary and
      located on the premises of any supplier and used in the ordinary course of
      the Company's or such Subsidiary's business;

            (g)  any judgment or judicial attachment Lien with respect
      to any judgment that does not constitute an Event of Default;

            (h) any Lien securing any reimbursement, indemnification or similar
      obligation or liability incurred in the ordinary course of business in
      connection with any letter of credit, letter of guaranty, banker's
      acceptance, bill of exchange or similar instrument to backstop trade
      obligations of the Company or a Subsidiary;

            (i) any Lien imposed by law where (x) the validity or amount thereof
      is being contested in good faith by appropriate proceedings and the
      Company or any Subsidiary has set aside on its books adequate reserves
      with respect thereto in accordance with GAAP or (y) the failure to remove
      such Lien could not reasonably be expected to result in a Material Adverse
      Effect;

            (j)  any Lien deemed to exist by virtue of any Capital
      Lease Obligation not otherwise prohibited hereunder;

            (k)  any Lien arising under any Loan Document;

            (l)  any Lien identified on Schedule 6.06 securing any Debt
      of any Subsidiary; and

            (m) any Liens securing Debt or any other monetary obligation if,
immediately after the incurrence thereof, all amounts of Debt and other monetary
obligations secured by Liens which would not be permitted but for this clause
(m), when aggregated with the aggregate book value or sale price of the assets
sold in sale and leaseback transactions permitted pursuant to Section 6.02 and
the amount of Subsidiary Debt permitted pursuant to Section 6.06(e), do not, in
the aggregate, exceed 7.5% of Consolidated Assets at the last fiscal quarter end
for which financial statements have been delivered.

            SECTION 6.02. Sale and Leaseback Transactions. The Company will not,
and will not permit any Material Subsidiary to, enter into any arrangement,
directly or indirectly, with any person whereby it shall sell or transfer any
property, real or personal, used or useful in its business, whether now owned or
hereafter acquired, and thereafter rent or lease such property which it intends
to use for substantially the same purpose or purposes as the property being sold
or transferred; provided, however, that, notwithstanding the above, the Company
or any Subsidiary may engage in any sale and leaseback transaction if,
immediately after the consummation of such transaction, the aggregate book value
or sale price of the assets sold in sale and leaseback transactions referred to
in this Section 6.02, when aggregated with the amount of Debt secured by Liens
permitted pursuant to Section 6.01(m) and the amount of Subsidiary Debt
permitted pursuant to Section 6.06(e), does not exceed 7.5% of Consolidated
Assets at the last fiscal quarter end for which financial statements have been
delivered.



<PAGE>


            SECTION 6.03. Fundamental Changes. (a) The Company will not, and
will not permit any Material Subsidiary to, merge into or consolidate with any
other Person, or permit any other Person to merge into or consolidate with it,
or sell, transfer, lease or otherwise dispose of (in one transaction or in a
series of transactions) assets (including capital stock of Material
Subsidiaries) constituting all or substantially all the assets of the Company
and the Subsidiaries on a consolidated basis (whether now owned or hereafter
acquired), or liquidate or dissolve, except that, if at the time thereof and
immediately after giving effect thereto no Default shall have occurred and be
continuing (i) the Company or any Subsidiary may merge with or consolidate into
any Person (other than any Subsidiary), provided that the Company or such
Subsidiary, as the case may be, shall be the continuing or surviving
corporation, (ii) any Subsidiary may merge into the Company in a transaction in
which the Company is the surviving corporation, (iii) any Subsidiary may merge
into any Subsidiary in a transaction in which the surviving entity is a
Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose
of its assets to the Company or to another Subsidiary, (v) any Subsidiary may
liquidate or dissolve if the Company determines in good faith that such
liquidation or dissolution is in the best interests of the Company and is not
materially disadvantageous to the Lenders and (vi) the Company may dispose of
one or more Subsidiaries, which Subsidiaries may not be Borrowing Subsidiaries,
not constituting all or substantially all the assets of the Company and the
Subsidiaries on a consolidated basis by causing such Subsidiary or Subsidiaries
to be merged with or into any other Person.

            (b) The Company will not, and will not permit any of its
Subsidiaries to, engage to any material extent in any business other than
businesses of the type, or involving similar themes, content and customer
orientation as the business, conducted by the Company and its Subsidiaries on
the date hereof and businesses reasonably related thereto.

            SECTION 6.04. Transactions with Affiliates. The Company will not,
and will not permit any of its Material Subsidiaries to, sell, lease or
otherwise transfer any material property or assets to, or purchase, lease or
otherwise acquire any material property or assets from, or otherwise engage in
any other material transactions with, any of its Affiliates, except (a) in the
ordinary course of business at prices and on terms and conditions not less
favorable to the Company or such Subsidiary than could be obtained on an
arm's-length basis from unrelated third parties, (b) transactions between or
among any wholly owned Subsidiary and the Company or any other wholly owned
Subsidiary not involving any Affiliate not a wholly owned Subsidiary, (c) any
payment on account of capital stock that is otherwise not prohibited by this
Agreement, (d) consulting fees and expenses incurred in the ordinary course of
business payable to former officers or directors of the Company or any
Subsidiary and (e) any payments by the Company or any Subsidiary to any
Affiliate of the Company or any Subsidiary in connection with allocated
out-of-pocket expenses incurred in connection with any public or private
offering, other issuance or sale of stock or other transaction for the benefit
of the Company or any Subsidiary; provided, however, that this Section shall not
limit the operation or effect of, or any payments under, (i) any license, lease,
service contract, purchasing agreement, disposition agreement or similar
arrangement entered into in the ordinary course of business between any
Subsidiary and the Company or any other Subsidiary or (ii) any joint venture to
which the Company or any Subsidiary is a party entered into in connection with,
or reasonably related to, its lines of business. The Company will not, and will
not permit any of its Material Subsidiaries to, guarantee or otherwise provide
credit support for the obligations of any non-Material Subsidiary, except
guarantees or other credit support with respect to Debt in an aggregate
principal amount of not more than $15,000,000.

            SECTION 6.05. Restrictive Agreements. The Company will not, and will
not permit any of its Subsidiaries to, directly or indirectly, enter into, incur
or permit to exist any agreement or other arrangement that prohibits, restricts
or imposes any condition upon the ability of any Subsidiary to pay dividends or
other distributions with respect to any shares of its capital stock or to make
or repay loans or advances to the Company or any other Subsidiary or to
guarantee Debt of the Company or any other Subsidiary; provided that the
foregoing shall not apply to (i) restrictions and conditions imposed by law or
by this Agreement or (ii) restrictions and conditions with respect to a Person
that is not a Subsidiary on the date hereof, which restrictions and conditions
are in existence at the time such Person becomes a Subsidiary and are not
incurred in connection with, or in contemplation of, such Person becoming a
Subsidiary.



<PAGE>


            SECTION 6.06. Subsidiary Debt. The Material Subsidiaries will not
issue or permit to be outstanding any preferred stock and will not create,
incur, assume or permit to exist any Debt except (a) Debt created hereunder, (b)
Debt or preferred stock of any Subsidiary issued to or held by the Company or
any other Subsidiary (other than Debt or preferred stock of the Company or a
Material Subsidiary issued to or held by a Subsidiary that is not a Material
Subsidiary), (c) Debt existing on the date hereof and identified on Schedule
6.06 and equaling, in aggregate principal amount, not more than $40,000,000, and
extensions, renewals and replacements thereof not exceeding $40,000,000 in
aggregate principal amount, (d) Debt in connection with any project financing to
the extent the holders thereof have recourse only against the specific assets
subject to such project financing (and no recourse against the general assets of
the Company or any Subsidiary) and (e) other Debt and preferred stock, which
would not be permitted but for this clause (e), in an aggregate principal amount
outstanding at any time for all Subsidiaries that, when aggregated with the
amount of debt secured by Liens permitted pursuant to Section 6.01(m) and the
aggregate book value or sale price of the assets sold in sale and leaseback
transactions permitted pursuant to Section 6.02, does not exceed 7.5% of
Consolidated Assets at the last fiscal quarter end for which financial
statements have been delivered.

            SECTION 6.07. Consolidated Interest Coverage Ratio. The Company will
not permit the Consolidated Interest Coverage Ratio for any period of four
consecutive fiscal quarters ending after the date hereof to be less than 4.00 to
1.00.

            SECTION 6.08.  Consolidated Leverage Ratio.  The Company
will not permit the Consolidated Leverage Ratio at any time to exceed
3.00 to 1.00.


                                   ARTICLE VII

                                    DEFAULTS

            If any of the following events ("Events of Default") shall occur:

            (a) any representation or warranty made or deemed made by or on
      behalf of the Company or any Borrowing Subsidiary in or in connection with
      any Loan Document, or in any report, certificate, financial statement or
      other document furnished pursuant to or in connection with any Loan
      Document, shall prove to have been incorrect in any material respect when
      made or deemed made;

            (b) any Borrower shall fail to pay any principal of any Loan when
      and as the same shall become due and payable, whether at the due date
      thereof or at a date fixed for prepayment thereof or otherwise;

            (c) any Borrower shall fail to pay any interest on any Loan or any
      Fee or any other amount (other than an amount referred to in clause (b)
      above) payable under any Loan Document, when and as the same shall become
      due and payable, and such failure shall continue unremedied for a period
      of three Business Days;

            (d) the Company or any Subsidiary shall fail to observe or perform
      any covenant, condition or agreement contained in Section 5.02, Section
      5.03 (with respect to any Borrower's existence) or Section 5.08 or in
      Article VI;

            (e) the Company or any Subsidiary shall fail to observe or perform
      any covenant, condition or agreement contained in any Loan Document (other
      than those specified in clause (b), (c) or (d) above), and such failure
      shall continue unremedied for a period of 30 days after notice thereof
      from the Administrative Agent or any Lender to the Company;

            (f) (i) the Company or any Material Subsidiary shall fail to make
      any payment (whether of principal or interest) in respect of any Material
      Debt, when and as the same shall become due and payable (after all
      applicable grace periods) or (ii) any other event or condition occurs and
      as a result any Material Debt has become due prior to its scheduled
      maturity, or the mandatory prepayment, repurchase, redemption or
      defeasance thereof is required, either immediately or within 60 days;



<PAGE>


            (g) an involuntary proceeding shall be commenced or an involuntary
      petition shall be filed seeking (i) liquidation, reorganization or other
      relief in respect of the Company or any Material Subsidiary or its debts,
      or of a substantial part of its assets, under any Federal, state or
      foreign bankruptcy, insolvency, receivership or similar law now or
      hereafter in effect or (ii) the appointment of a receiver, trustee,
      custodian, sequestrator, conservator or similar official for the Company
      or any Material Subsidiary or for a substantial part of its assets; and
      such proceeding or petition shall continue undismissed for 60 days or an
      order or decree approving or ordering any of the foregoing shall be
      entered;

            (h) the Company or any Material Subsidiary shall (i) voluntarily
      commence any proceeding or file any petition seeking liquidation,
      reorganization or other relief under any Federal, state or foreign
      bankruptcy, insolvency, receivership or similar law now or hereafter in
      effect, (ii) consent to the institution of, or fail to contest in a timely
      and appropriate manner, any proceeding or petition described in clause
      (h)(i) above, (iii) apply for or consent to the appointment of a receiver,
      trustee, custodian, sequestrator, conservator or similar official for the
      Company or any Material Subsidiary or for a substantial part of its
      assets, (iv) file an answer admitting the material allegations of a
      petition filed against it in any such proceeding, (v) make a general
      assignment for the benefit of creditors or (vi) take any action for the
      purpose of effecting any of the foregoing;

            (i) the Company or any Material Subsidiary shall become unable,
      admit in writing or fail generally to pay its debts as they become due;

            (j) one or more judgments for the payment of money in an aggregate
      amount (to the extent not covered by insurance) in excess of $20,000,000
      shall be rendered against the Company, any Material Subsidiary or any
      combination thereof and the same shall remain undischarged for a period of
      30 consecutive days during which execution shall not be effectively
      stayed, or any action shall be legally taken by a judgment creditor to
      attach or levy upon any assets of the Company or any Material Subsidiary
      to enforce any such judgment;

            (k) an ERISA Event shall have occurred that, when taken together
      with all other ERISA Events that have occurred, could reasonably be
      expected to result in a Material Adverse Effect and, within 30 days after
      the reporting of any such ERISA Event pursuant to Section 5.02(c) to the
      Administrative Agent (which report shall indicate whether such event could
      cause a Material Adverse Effect), the Administrative Agent shall have
      notified the Company in writing that the Required Lenders have made a
      determination that, on the basis of such ERISA Event, there are reasonable
      grounds for the termination of any Plan by the PBGC, for the appointment
      by the appropriate United States District Court of a trustee to administer
      any plan or for the imposition of a lien in favor of a Plan;

            (l) a Change in Control shall occur; or

            (m) any material provision of the Guarantee shall, for any reason,
      not be, or shall be asserted in writing by the Guarantor not to be, in
      full force and effect, or otherwise valid, binding and enforceable against
      any person purported to be bound by it;

then, and in every such event (other than an event with respect to any Borrower
described in clause (g), (h) or (i) above), and at any time thereafter during
the continuance of such event, the Administrative Agent may with the consent of
the Required Lenders, and at the request of the Required Lenders shall, by
notice to the Company, take either or both of the following actions, at the same
or different times: (i) terminate the Commitments, and thereupon the Commitments
shall terminate immediately, and (ii) declare the Loans then outstanding to be
due and payable in whole (or in part, in which case any principal not so
declared to be due and payable may thereafter be declared to be due and
payable), and thereupon the principal of the Loans so declared to be due and
payable, together with accrued interest thereon and all fees and other
liabilities of the Borrowers accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrowers; and in case of any event with
respect to any Borrower described in clause (g), (h) or (i) above, the
Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other
liabilities of the Borrowers accrued hereunder, shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrowers.





<PAGE>


                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

            Each of the Lenders hereby irrevocably appoints the Administrative
Agent as its agent and authorizes the Administrative Agent to take such actions
on its behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms hereof, together with such actions and powers as are
reasonably incidental thereto.

            The bank serving as the Administrative Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not the Administrative Agent, and such
bank and its Affiliates may accept deposits from, lend money to and generally
engage in any kind of business with the Company or any Subsidiary or other
Affiliate thereof as if it were not the Administrative Agent hereunder.

            The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein. Without limiting the generality of the
foregoing (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing by the Required Lenders, and (c) except as
expressly set forth herein, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information
communicated to the Administrative Agent by or relating to the Company or any of
its Subsidiaries. The Administrative Agent shall not be liable for any action
taken or not taken by it with the consent or at the request of the Required
Lenders or the Lenders, as the case may be, or in the absence of its own gross
negligence or wilful misconduct. In addition, the Administrative Agent shall be
deemed not to have knowledge of any Default unless and until written notice
thereof is given to the Administrative Agent by the Company or a Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement, (ii) the contents of any certificate, report or
other document delivered hereunder or in connection herewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement or any other agreement, instrument or document, or
(v) the satisfaction of any condition set forth in Article III or elsewhere
herein, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

            The Administrative Agent shall be entitled to rely upon, and shall
not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing believed by it to be
genuine and to have been signed or sent by the proper Person. The Administrative
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any
liability for relying thereon. The Administrative Agent may consult with legal
counsel (who may be counsel for the Company), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not
taken by it in accordance with the advice of any such counsel, accountants or
experts.

            The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Affiliates. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Affiliates of the
Administrative Agent and any such sub-agent.



<PAGE>


            Subject to the appointment and acceptance of a successor
Administrative Agent as provided below, the Administrative Agent may resign at
any time by notifying the Lenders and the Company. Upon any such resignation,
the Required Lenders shall have the right to appoint a successor with the
Company's written consent (which shall not be unreasonably withheld or delayed
and shall not be required from the Company if an Event of Default under clause
(g) or (h) of Article VII has occurred and is continuing. If no successor shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, with the Company's written consent (which shall not be unreasonably
withheld or delayed), appoint a successor Administrative Agent which shall be a
bank or an Affiliate thereof, in each case with a net worth of at least
$1,000,000,000 and an office in New York, New York. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. The fees
payable by the Company to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Company and
such successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 10.03 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as Administrative Agent.

            Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any related agreement or any document furnished hereunder or thereunder.

            None of the Arrangers, Co-Syndication Agents or Co-Agents, in its
capacity as an arranger, co-syndications or co-agent, shall have any duties or
responsibilities under this Agreement.


                                   ARTICLE IX

                                    GUARANTEE

            In order to induce the Lenders to extend credit hereunder, the
Guarantor hereby unconditionally and irrevocably guarantees, as a primary
obligor and not merely as a surety, the Obligations. The Guarantor further
agrees that the Obligations may be extended or renewed, in whole or in part,
without notice to or further assent from it, and that it will remain bound upon
its Guarantee hereunder notwithstanding any such extension or renewal of any
Obligation.

            The Guarantor waives presentment to, demand of payment from and
protest to any Borrower of any of the Obligations, and also waives notice of
acceptance of its obligations and notice of protest for nonpayment. The
obligations of the Guarantor hereunder shall not be affected by the failure of
any Lender or the Administrative Agent to assert any claim or demand or to
enforce any right or remedy against any Borrower under the provisions of this
Agreement or any of the other Loan Documents or otherwise, or, except as
specifically provided therein, by any rescission, waiver, amendment or
modification of any of the terms or provisions of this Agreement, any of the
other Loan Documents or any other agreement.

            The Guarantor further agrees that its Guarantee hereunder
constitutes a promise of payment when due and not merely of collection, and
waives any right to require that any resort be had by any Lender to any balance
of any deposit account or credit on the books of any Lender in favor of any
Borrower or any other person.



<PAGE>


            The obligations of the Guarantor hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason, and shall
not be subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of the
Obligations, any impossibility in the performance of the Obligations or
otherwise and regardless of any law, regulation or order of any jurisdiction, or
any other event, affecting any term of any Obligation or any Lender's rights
with respect thereto, including, without limitation, (a) any law, rule or policy
that is now or hereafter promulgated by any Governmental Authority (including,
without limitation, any central bank) or regulatory body that may adversely
affect any Borrower's ability or obligation to make, or any Lender's right to
receive, such payments, (b) any nationalization, expropriation, war, riot, civil
commotion or other similar event, (c) any inability to convert any currency into
the currency of payment of such Obligation or (d) any inability to transfer
funds in the currency of payment of such Obligation to the place of payment
therefor. Without limiting the generality of the foregoing, the obligations of
the Guarantor hereunder shall not be discharged or impaired or otherwise
affected by the failure of the Administrative Agent or any Lender to assert any
claim or demand or to enforce any remedy under this Agreement or under any other
Loan Document or any other agreement, by any waiver or modification in respect
of any thereof, by any default, failure or delay, wilful or otherwise, except as
specifically provided therein, in the performance of the Obligations, by any
release of any other guarantor, or by any other act or omission which may or
might in any manner or to any extent vary the risk of the Guarantor or otherwise
operate as a discharge of the Guarantor as a matter of law or equity.

            The Guarantor further agrees that its obligations hereunder 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 or interest on any Obligation is
rescinded or must otherwise be restored by the Administrative Agent or any
Lender upon the bankruptcy or reorganization of any Borrower or otherwise.

            In furtherance of the foregoing and not in limitation of any other
right which the Administrative Agent or any Lender may have at law or in equity
against the Guarantor by virtue hereof, upon the failure of any Borrower to pay
any Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, the Guarantor hereby
promises to and will, upon receipt of written demand by the Administrative
Agent, forthwith pay, or cause to be paid, in cash the amount of such unpaid
Obligation.

            Upon payment by the Guarantor of any Obligations, each Lender shall,
in a reasonable manner, assign the amount of the Obligations owed to it and so
paid to the Guarantor, such assignment to be pro tanto to the extent to which
the Obligations in question were discharged by the Guarantor, or make such
disposition thereof as the Guarantor shall direct (all without recourse to and
without any representation or warranty by any Lender).

            Upon payment by the Guarantor of any sums as provided above, all
rights of the Guarantor against any Borrower arising as a result thereof by way
of right of subrogation or otherwise shall in all respects be subordinated and
junior in right of payment to the prior indefeasible payment in full of all the
Obligations.


                                    ARTICLE X

                                  MISCELLANEOUS

            SECTION 10.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

            (a) if to the Company, to it at Reader's Digest Road,
      Pleasantville, New York 10570, Attention of Treasurer  (Telecopy
      No. (914) 244-5904);

            (b) if to the Administrative Agent, to The Chase Manhattan
      Bank, One Chase Plaza, 8th Floor, New York, New York 10081,
      Attention of Margaret Swales (Telecopy No. (212) 552-5662), with
      a copy to The Chase Manhattan Bank, 270 Park Avenue, New York,
      New York 10017, Attention of Tina Ruyter  (Telecopy No. (212)
      270-5120);

            (c) if to a Lender, to it at its address (or telecopy
      number) set forth in its Administrative Questionnaire; and

            (d) if to any Borrowing Subsidiary, to it at the address
      (or telecopy number) set forth above for the Company;



<PAGE>


provided, however, that any notice or other communication provided for herein to
be given to or by the Company or any Borrowing Subsidiary shall be deemed
effective as to the Company and as to all Borrowers when given to or by the
Company, as the case may be.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

            SECTION 10.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent or any Lender in exercising any right or power hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the
Administrative Agent and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or consent to any departure by any Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given.

            (b) None of this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrowers and the Required Lenders or by the Borrowers and
the Administrative Agent with the consent of the Required Lenders; provided that
no such agreement shall (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or
reduce the rate of interest thereon, or reduce any Fees or other amounts payable
hereunder, without the written consent of each Lender affected thereby, (iii)
postpone the scheduled date of payment or prepayment of the principal amount of
any Loan, or any interest payable hereunder, or any Fees or other amounts
payable hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment, without the written
consent of each Lender affected thereby, (iv) change Section 2.17 in a manner
that would alter the pro rata sharing of any payment without the written consent
of each Lender affected thereby, (v) reduce or terminate the obligations of the
guarantor under Article IX or (vi) change any of the provisions of this Section
or the definition of "Required Lenders" or any other provision hereof specifying
the number or percentage of Lenders required in order to waive, amend or modify
any rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender; provided further that no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent hereunder without the prior written consent of the
Administrative Agent.

            SECTION 10.03. Expenses; Indemnity; Damage Waiver. (a) The Company
agrees to pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of Cravath, Swaine & Moore, counsel for the Administrative
Agent, in connection with the syndication of the credit facilities provided for
herein, the preparation and administration of this Agreement or any amendments,
modifications or waivers of the provisions hereof (whether or not the
transactions contemplated hereby or thereby shall be consummated) and (ii) all
reasonable out-of-pocket expenses incurred by the Administrative Agent or any
Lender, including the reasonable fees, charges and disbursements of any counsel
for the Administrative Agent or any Lender, in connection with the enforcement
or protection of its rights in connection with this Agreement or in connection
with the Loans made hereunder. The Lenders shall endeavor in good faith to limit
the number of counsel retained by them to avoid duplication of expenses.



<PAGE>


            (b) The Company agrees to indemnify the Administrative Agent and
each Lender, each Affiliate of any of the foregoing Persons and each of their
respective directors, officers, employees and agents (each such Person being
called an "Indemnitee") against, and to hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses, including the
fees, charges and disbursements of any counsel for any Indemnitee incurred by or
asserted against any Indemnitee relating to the execution or delivery of this
Agreement or any agreement or instrument contemplated thereby, the performance
of its obligations thereunder, the Borrowings hereunder, the consummation of the
Transactions or any other transactions contemplated hereby or any actual or
alleged presence or release of Hazardous Materials on or from any property owned
or operated by the Company or any of its Subsidiaries or Environmental Liability
related in any way to the Company or any of its Subsidiaries, including any of
the foregoing arising out of, in connection with, or as a result of any claim,
litigation, investigation or proceeding (whether or not any Indemnitee is a
party thereto); provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction to have
resulted from the gross negligence or wilful misconduct of such Indemnitee. The
Lenders shall endeavor in good faith to limit the number of counsel retained by
them to avoid duplication of expenses.

            (c) To the extent that the Company, any Borrower or the Company in
its capacity as Guarantor fails to pay any amount required to be paid by it to
the Administrative Agent under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agent such Lender's Participation
Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent in its capacity as such and did not result from the gross
negligence or wilful misconduct of the Administrative Agent.

            (d) All amounts due under this Section shall be payable promptly
after written demand therefor.

            (e) Notwithstanding any other provision of this Section 10.03, a
Foreign Borrower shall be liable for indemnification only with respect to its
own Obligations.

            SECTION 10.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby and the
Indemnitees, except that no Borrower may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by any Borrower without such consent
shall be null and void). Nothing in this Agreement, expressed or implied, shall
be construed to confer upon any Person (other than the parties hereto and their
respective successors and assigns permitted hereby and the Indemnitees) any
legal or equitable right, remedy or claim under or by reason of this Agreement.



<PAGE>


            (b) Any Lender may assign to one or more assignees (each, an
"Assignee") all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to
it); provided that (i) except in the case of an assignment to a Lender or an
Affiliate of a Lender, the Company, the Swingline Lender and the Administrative
Agent must give their prior written consent to such assignment (which consent
shall not be unreasonably withheld or delayed), (ii) except in the case of an
assignment to a Lender or an Affiliate of a Lender or an assignment of the
entire remaining amount of the assigning Lender's Commitment, the amount of the
Commitment of the assigning Lender subject to each such assignment (determined
as of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $5,000,000, (iii)
each partial assignment shall be made as an assignment of a proportionate part
of all the assigning Lender's rights and obligations under this Agreement,
except that this clause shall not apply to rights in respect of outstanding
Competitive Loans, (iv) the parties to each such assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance, together with
a processing and recordation fee of (A) $1,000, if the Assignee is a Lender or
an Affiliate of a Lender, or (B) $3,500, if the Assignee is not a Lender or an
Affiliate of a Lender and (v) the assignee, if it shall not be a Lender, shall
deliver to the Administrative Agent an Administrative Questionnaire; and
provided further that any consent of the Company otherwise required shall not be
required if an Event of Default under clause (g) or (h) of Article VII has
occurred and is continuing. Upon acceptance and recording pursuant to paragraph
(d) of this Section, from and after the effective date specified in each
Assignment and Acceptance, which effective date shall be at least five Business
Days after the execution thereof, the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.14, 2.16, 2.20 and 10.03).

            (c) The Administrative Agent, acting for this purpose as an agent of
the Borrowers, shall maintain at one of its offices in The City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive, and the Borrowers, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the
Company and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

            (d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b)
above and any written consent to such assignment required by paragraph (b)
above, the Administrative Agent shall (i) accept such Assignment and Acceptance,
(ii) record the information contained therein in the Register and (iii) give
prompt notice thereof to the Lenders. No assignment shall be effective unless it
has been recorded in the Register as provided in this paragraph (d).

            (e) Any Lender may without the consent of any Borrower, the
Administrative Agent or the Swingline Lender sell participations to one or more
banks or other entities ("Participants") in all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans owing to it); provided that (i) such Lender's obligations under
this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrowers, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 10.02(b) that
affects such Participant. Subject to paragraph (f) below, the Borrowers agree
that each Participant (acting through a Lender) shall be entitled to the
benefits of Sections 2.14, 2.15, 2.16 and 2.20 to the same extent as if it were
a Lender and had acquired its interest by assignment pursuant to paragraph (b)
of this Section. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with paragraph (b) above shall be
treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with this paragraph.



<PAGE>


            (f) The Borrowers shall not be required to pay any amount to any
Participant pursuant to Section 2.14 or 2.20 that is greater than the amount
they would have been required to pay had the applicable participation interest
not been sold, unless the sale of the participation to such Participant is made
with the Company's prior written consent and the Company specifically agrees to
waive this limitation. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.20 unless the Company
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrowers, to comply with Section 2.20 as though
it were a Lender. Any Lender that sells a participating interest in any Loan,
Commitment or other interest to a Participant under this Section 10.04 shall
indemnify and hold harmless the Borrowers and the Administrative Agent from and
against any taxes, penalties, interest or other costs or losses (including,
without limitation, reasonable attorneys' fees and expenses) incurred or payable
by the Borrowers or the Administrative Agent as a result of the failure of any
of the Borrowers or the Administrative Agent to comply with its obligations to
deduct or withhold any Taxes from any payments made pursuant to this Agreement
to such Lender or the Administrative Agent, as the case may be, which Taxes
would not have been incurred or payable if such Participant had delivered to the
Borrower, the Administrative Agent or such Lender, and did in fact so deliver,
duly completed and valid forms or other documentation entitling such Participant
to receive payment under this Agreement without deduction or withholding of
Taxes in excess of the Taxes deducted or withheld from payments to such Lender
(but only to the extent that the Participant would have been entitled under
applicable law to deliver such form or other documentation).

            (g) Any Lender may at any time assign all or any portion of its
rights under this Agreement to a Federal Reserve Bank to secure extensions of
credit by such Federal Reserve Bank to such Lender; provided that no such
assignment shall release a Lender from any of its obligations hereunder or
substitute any such Federal Reserve Bank for such Lender as a party hereto.

            (h) Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an
"SPC") of such Granting Lender, identified as such in writing from time to time
by the Granting Lender to the Administrative Agent and the Borrowers, the option
to provide to the Borrowers all or any part of any Loan that such Granting
Lender would otherwise be obligated to make to the Borrowers pursuant to Section
2.01, provided that (i) nothing herein shall constitute a commitment to make any
Loan by any SPC, (ii) if an SPC elects not to exercise such option or otherwise
fails to provide all or any part of such Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof (iii) such Granting
Lender's other obligations under this Agreement shall remain unchanged and such
Granting Lender shall be responsible for the observance and performance by the
SPC of all restrictions and obligations contained herein (which, except as
provided in clause (i) above, shall be applicable to such SPC as if it were a
Lender), including all confidentiality, notice and other obligations and all
restrictions on further assignments, (iv) such Granting Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations and (v) the Borrowers, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Granting Lender in
connection with such Granting Lender's rights and obligations under this
Agreement. The making of a Loan by an SPC hereunder shall utilize the Commitment
of its Granting Lender to the same extent, and as if, such Loan were made by its
Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for
any indemnity or similar payment obligation under this Agreement (all liability
for which shall remain with the related Granting Lender). In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding senior indebtedness of any SPC,
it will not institute against, or join any other person in instituting against,
such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or similar proceedings under the laws of the United States or any
State thereof. In addition, notwithstanding anything to the contrary contained
in this Section 10.04, any SPC may (i) with notice to, but without the prior
written consent of, the Borrowers and the Administrative Agent and without
paying any processing fee therefor, assign all or a portion of its interests in
any Loans to its Granting Lender or to any financial institutions providing
liquidity and/or credit facilities to or for the account of such SPC to fund the
Loans made by such SPC or to support the securities (if any) issued by such SPC
to fund such Loans and (ii) disclose on a confidential basis, to the extent such
disclosure would be permitted under Section 10.12 as if such SPC were a Lender,
any non-public information relating to its Loans to any rating agency,
commercial paper dealer or provider of a surety, guarantee or credit or
liquidity enhancement to such SPC. Any agreement under which any assignment
described in the foregoing paragraph shall have been made shall provide that the
Granting Lender shall retain the right to enforce the agreement or approve any
amendment, modification or waiver of any provision of the Loan Documents.



<PAGE>


            SECTION 10.05. Survival. All covenants, agreements, representations
and warranties made by the Borrowers herein and in the certificates or other
instruments prepared or delivered in connection with or pursuant to this
Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any Fee or any other amount payable under this
Agreement is outstanding and unpaid and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.14, 2.16, 2.20 and 10.03 and
Article VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the Loans
and the Commitments or the termination of this Agreement or any other provision
hereof.

            SECTION 10.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to Fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 3.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
permitted successors and assigns. Delivery of an executed counterpart of a
signature page of this Agreement by telecopy shall be effective as delivery of a
manually executed counterpart of this Agreement.

            SECTION 10.07. Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

            SECTION 10.08. Right of Setoff. (a) If an Event of Default shall
have occurred and be continuing, each Lender is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by such Lender
to or for the credit or the account of the Company or any Borrower against any
of and all the obligations of the Company or such Borrower now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement and although
such obligations may be unmatured. The rights of each Lender under this Section
are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.

            (b) Each Lender agrees promptly to notify the Administrative Agent
and the Company or the applicable Borrower after any such setoff and
application; provided, however, that the failure to give any such notice shall
not affect the validity of such setoff and application.

            (c) Notwithstanding the foregoing provisions of this Section 10.08,
any amounts received by a Lender by exercising such set-off rights against any
Foreign Borrower may be applied only against such Borrower's Obligations.

            SECTION 10.09.  Governing Law; Jurisdiction; Consent to
Service of Process.  (a)  THIS AGREEMENT  SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

            (b) Each Borrower hereby irrevocably and unconditionally submits,
for itself and its property, to the nonexclusive jurisdiction of the Supreme
Court of the State of New York sitting in New York County and of the United
States District Court of the Southern District of New York, and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Agreement, or for recognition or enforcement of any judgment, and each
of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal
court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Administrative Agent
or any Lender may otherwise have to bring any action or proceeding relating to
this Agreement against any Borrower or its properties in the courts of any
jurisdiction.



<PAGE>


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

            (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 10.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

            SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

            SECTION 10.11. Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.



<PAGE>


            SECTION 10.12. Confidentiality. Each of the Administrative Agent and
the Lenders agrees to maintain and cause its Affiliates to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors or to any
other Lender or Participant (it being understood that such disclosure will be
made only to such Persons who have, and only to the extent of, the need to know
such Information and only if the Persons to whom such disclosure is made are
informed of the confidential nature of such Information and instructed to keep
such Information confidential and use such information only as necessary in
connection with (i) their evaluation of the ability of the Company or any
Borrowing Subsidiary to repay the Loans and perform their other obligations
under the Loan Documents, (ii) administering the Obligations under this
Agreement, (iii) servicing the Borrowings hereunder, (iv) protecting their
interests under this Agreement or (v) performing any similar function in
connection with any other extension of credit by the Lenders to the Company or a
Subsidiary), (b) to the extent requested by any regulatory authority to which
the Lender is subject or in connection with an examination of the Lender by any
such authority, (c) to the extent otherwise required by applicable laws and
regulations or by any subpoena or similar legal process, (d) in connection with
the exercise of any remedies hereunder or any suit, action or proceeding
relating to this Agreement or the enforcement of rights hereunder, (e) subject
to an agreement containing provisions substantially the same as those of this
Section, to any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement, or, in
the case of any SPC referred to in Section 10.04(h), to any rating agency,
commercial paper dealer or provider of a surety, guarantee or credit or
liquidity enhancements to such SPC, (f) with the consent of the Company or (g)
to the extent such Information (i) becomes publicly available other than as a
result of a breach of this Section or (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than any Borrower that is not known to the Administrative Agent or such
Lender to be bound by any duty of confidentiality with respect thereto. For the
purposes of this Section, "Information" means all information received from the
Borrowers relating to any Borrower or its business, other than any such
information that is available to the Administrative Agent or any Lender on a
nonconfidential basis prior to disclosure by any Borrower; provided that, in the
case of information received from the Borrowers after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

            SECTION 10.13. Conversion of Currencies. (a) If, for the purpose of
obtaining judgment in any court, it is necessary to convert a sum owing
hereunder in one currency into another currency, each party hereto agrees, to
the fullest extent that it may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures in the
relevant jurisdiction the first currency could be purchased with such other
currency on the Business Day immediately preceding the day on which final
judgment is given.

            (b) The obligations of each Borrower in respect of any sum due to
any party hereto or any holder of the obligations owing hereunder (the
"Applicable Creditor") shall, notwithstanding any judgment in a currency (the
"Judgment Currency") other than the currency in which such sum is stated to be
due hereunder (the "Agreement Currency"), be discharged only to the extent that,
on the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, such Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the
Applicable Creditor against such loss. The obligations of the Borrowers
contained in this Section 10.13 shall survive the termination of this Agreement
and the payment of all other amounts owing hereunder.


<PAGE>



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


                              THE READER'S DIGEST ASSOCIATION, INC.,

                                       By

                                        Name:
                                         Title:




                              THE CHASE MANHATTAN BANK, individually
                              and as Administrative Agent,

                                       By

                                        Name:
                                        Title:






<PAGE>



                              ABN AMRO BANK N.V.,

                                       By

                                        Name:
                                        Title:

                                       By

                                        Name:
                                        Title:


<PAGE>



                              COMMERZBANK AG, NEW YORK AND GRAND CAYMAN
                              BRANCHES,

                                       By

                                        Name:
                                        Title:

                                       By

                                        Name:
                                        Title:


<PAGE>



                              MIZUHO FINANCIAL GROUP:

                              THE FUJI BANK, LIMITED,

                                       By

                                        Name:
                                        Title:

                              THE DAI-ICHI KANGYO BANK, LTD.,

                                       By

                                        Name:
                                        Title:




<PAGE>



                              WACHOVIA BANK, N.A.,

                                       By

                                        Name:
                                        Title:



<PAGE>



                              BARCLAYS BANK PLC, individually and as
                              Co-Agent,

                                       By

                                        Name:
                                        Title:

                                       By

                                        Name:
                                        Title:

                                       By

                                        Name:
                                        Title:


<PAGE>



                              FLEET NATIONAL BANK, individually and as
                              Co-Agent,

                                       By

                                        Name:
                                        Title:



<PAGE>



                              THE ROYAL BANK OF SCOTLAND PLC,
                              individually and as Co-Agent,

                                       By

                                        Name:
                                        Title:



<PAGE>



                              BANCA NAZIONALE DEL LAVORO, S.p.A., NEW
                              YORK BRANCH,

                                       By

                                        Name:
                                        Title:

                                       By

                                        Name:
                                        Title:


<PAGE>


                              COMERICA BANK,

                                       By

                                        Name:
                                        Title:


<PAGE>



                              THE NORINCHUKIN BANK, NEW YORK BRANCH,

                                       By

                                        Name:
                                        Title:


<PAGE>



                                    Guarantor

                              THE READER'S DIGEST ASSOCIATION, INC.,

                                       By

                                        Name:
                                        Title:



<PAGE>



                              J.P. MORGAN SECURITIES INC., as Lead
                              Arranger and Sole Bookrunner,

                                       By

                                        Name:
                                        Title: