EXECUTION COPY

                       U.S. $1,200,000,000

                   FIVE YEAR CREDIT AGREEMENT

                    Dated as of June 29, 2001

                              Among

                FEDERATED DEPARTMENT STORES, INC.
                           as Borrower

                               and

                THE INITIAL LENDERS NAMED HEREIN

                       as Initial Lenders

                               and

                         CITIBANK, N.A.

           as Administrative Agent and as Paying Agent

                               and

                    THE CHASE MANHATTAN BANK

                     as Administrative Agent

                               and

                       FLEET NATIONAL BANK

                      as Syndication Agent

                               and

                      BANK OF AMERICA, N.A.
                      THE BANK OF NEW YORK
                               and
                   CREDIT SUISSE FIRST BOSTON

                     as Documentation Agents

                        TABLE OF CONTENTS
ARTICLE I

     SECTION 1.02.  Computation of Time Periods               19

     SECTION 1.03.  Accounting Terms                          19

     SECTION 1.04.  Currency Equivalents Generally            19

ARTICLE II

     SECTION 2.01.  The Regular Advances                      20

     SECTION 2.02.  Making the Regular Advances               21

     SECTION 2.03.  The Competitive Bid Advances              23

     SECTION 2.04.  Fees                                      26

     SECTION 2.05.  Termination or Reduction of the
          Commitments                                         27

     SECTION 2.06.  Repayment of Regular Advances             27

     SECTION 2.07.  Interest on Regular Advances              27

     SECTION 2.08.  Interest Rate Determination               28

     SECTION 2.09.  Optional Conversion of Revolving Credit
          Advances                                            29

     SECTION 2.10.  Prepayments of Regular Advances           29

     SECTION 2.11.  Increased Costs                           30

     SECTION 2.12.  Illegality                                31

     SECTION 2.13.  Payments and Computations                 31

     SECTION 2.14.  Taxes                                     32

     SECTION 2.15.  Sharing of Payments, Etc.                 33

     SECTION 2.16.  Letters of Credit                         34

     SECTION 2.17.  Use of Proceeds                           38

     SECTION 2.18.  Defaulting Lenders                        38

     SECTION 2.19.  Evidence of Debt                          40

ARTICLE III

     SECTION 3.01.  Conditions Precedent to Initial Extension
          of Credit                                           40

     SECTION 3.02.  Conditions Precedent to Each Regular
          Borrowing and each Issuance and Renewal of Letters
          of Credit                                           42

     SECTION 3.03.  Conditions Precedent to Each Competitive
          Bid Borrowing                                       42

     SECTION 3.04.  Determinations Under Section 3.01         43

ARTICLE IV

     SECTION 4.01.  Representations and Warranties of the
          Borrower                                            43

ARTICLE V

     SECTION 5.01.  Affirmative Covenants                     45

     SECTION 5.02.  Negative Covenants                        48

     SECTION 5.03.  Financial Covenants                       51

ARTICLE VI

     SECTION 6.01.  Events of Default                         51

     SECTION 6.02.  Actions in Respect of the Letters of
          Credit upon Event of Default                        54

ARTICLE VII

     SECTION 7.01.  Authorization and Action                  56

     SECTION 7.02.  Agent's Reliance, Etc.                    57

     SECTION 7.03.  Citibank, Chase and Affiliates            57

     SECTION 7.04.  Lender Credit Decision                    57

     SECTION 7.05.  Indemnification                           57

     SECTION 7.06.  Successor Agents                          59

ARTICLE VIII

     SECTION 8.01.  Amendments, Etc.                          59

     SECTION 8.02.  Notices, Etc.                             60

     SECTION 8.03.  No Waiver; Remedies                       60

     SECTION 8.04.  Costs and Expenses                        60

     SECTION 8.05.  Right of Set-off                          61

     SECTION 8.06.  Binding Effect                            62

     SECTION 8.07.  Assignments, Designations and
          Participations                                      62

     SECTION 8.08.  Confidentiality                           65

     SECTION 8.09.  No Liability of the Issuing Banks         66

     SECTION 8.10.  Governing Law                             66

     SECTION 8.11.  Execution in Counterparts                 66

     SECTION 8.13.  Jurisdiction, Etc.                        67

     SECTION 8.14.  Waiver of Jury Trial                      68




Schedules

Schedule I - List of Commitments and Applicable Lending Offices

Schedule 2.03(h) - Existing Competitive Bid Advances

Schedule 2.16(g) - Existing Letters of Credit

Schedule  4.01(c) - Required Authorizations, Approvals,  Actions,
Notices and Filings

Schedule 5.02(a) - Existing Liens

Schedule 5.02(d) - Existing Debt



Exhibits

Exhibit A-1     -   Form of Revolving Credit Note

Exhibit A-2     -   Form of Competitive Bid Note

Exhibit B-1     -   Form of Notice of Revolving Credit Borrowing

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

Exhibit C   -  Form of Assignment and Acceptance

Exhibit D   -  Form of Designation Agreement

Exhibit E   -  Form of Opinion of Counsel for the Borrower




                    FIVE YEAR CREDIT AGREEMENT

                    Dated as of June 29, 2001


          FEDERATED   DEPARTMENT   STORES,   INC.,   a   Delaware
corporation  (the "Borrower"), the banks, financial  institutions
and  other  institutional lenders listed on the  signature  pages
hereof  as  the Initial Lenders (the "Initial Lenders")  and  the
Initial   Issuing  Banks  (the  "Initial  Issuing  Banks"),   and
CITIBANK, N.A. ("Citibank"), as an administrative agent (in  such
capacity,  an "Administrative Agent") for the Lender Parties  (as
hereinafter  defined) and as paying agent (in such capacity,  the
"Paying  Agent") for the Lender Parties, and THE CHASE  MANHATTAN
BANK ("Chase"), as an administrative agent (in such capacity,  an
"Administrative Agent"; the Administrative Agents and the  Paying
Agent  being, collectively, the "Agents") for the Lender Parties,
FLEET  NATIONAL  BANK,  as  syndication agent  (the  "Syndication
Agent"),  and  BANK OF AMERICA, N.A., THE BANK OF  NEW  YORK  and
CREDIT  SUISSE  FIRST BOSTON, as documentation  agents  (each,  a
"Documentation Agent") agree as follows:

                            ARTICLE I

                DEFINITIONS AND ACCOUNTING TERMS

          SECTION 1.01.  Certain Defined Terms.

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

          "Administrative Agent" has the meaning specified in the
     recital of parties to this Agreement.

          "Advance"   means   a  Revolving  Credit   Advance,   a
     Competitive Bid Advance, a Swing Line Advance or a Letter of
     Credit Advance.

          "Affiliate"  means, as to any Person, any other  Person
     that, directly or indirectly, controls, is controlled by  or
     is under common control with such Person or is a director or
     officer  of  such Person.  For purposes of this  definition,
     the  term  "control"  (including  the  terms  "controlling",
     "controlled by" and "under common control with") of a Person
     means  the possession, direct or indirect, of the  power  to
     vote  5%  or more of the Voting Stock of such Person  or  to
     direct or cause the direction of the management and policies
     of  such  Person,  whether through the ownership  of  Voting
     Stock, by contract or otherwise.

          "Agent"  has  the meaning specified in the  recital  of
     parties to this Agreement.

          "Alternative Currency" means lawful money  of  Austria,
     Belgium, the Federal Republic of Germany, France, Italy, the
     Swiss  Confederation,  the United  Kingdom  and  such  other
     lawful   currencies  other  than  Dollars  that  are  freely
     transferable  and convertible into Dollars as the  Borrower,
     with  the  consent  of the Paying Agent and  the  applicable
     Issuing Bank, shall designate.

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

          "Applicable   Margin"  means,  as  of   any   date   of
     determination,   a  percentage  per  annum   determined   by
     reference to the Performance Level in effect on such date as
     set forth below:

     Performanc  Applicable  Applicable   Fees for
          e      Margin for  Margin for     Trade
        Level     Base Rate  Eurodollar  Letters of
                  Advances      Rate       Credit
                              Advances
       Level 1     0.000%      0.170%      0.150%
       Level 2     0.000%      0.285%      0.275%
       Level 3     0.000%      0.375%      0.350%
       Level 4     0.000%      0.475%      0.450%
       Level 5     0.000%      0.550%      0.525%
       Level 6     0.000%      0.750%      0.725%

     In  the case of a change in the Applicable Margin due  to  a
     change in the Interest Coverage Ratio, such change shall  be
     effective  five Business Days after the date  on  which  the
     Paying  Agent  receives  financial  statements  pursuant  to
     Section  5.01(h)(i) or (ii) together with a  certificate  of
     the  chief  financial officer of the Borrower  demonstrating
     such  Interest Coverage Ratio.  In the case of a  change  in
     the  Applicable  Margin due to a change in the  Public  Debt
     Rating,  such  change shall be effective five Business  Days
     after  the  date  on  which  the  Paying  Agent  receives  a
     certificate  of the chief financial officer of the  Borrower
     pursuant  to  Section 5.01(h)(vi) setting forth such  Public
     Debt Rating.

          "Applicable Utilization Fee" means, as of any  date  on
     which  the  aggregate Advances exceed 50% of  the  aggregate
     Commitments, a percentage per annum determined by  reference
     to the Performance Level in effect on such date as set forth
     below:

                 Performanc       Applicable
                     e         Utilization Fee
                   Level
                  Level 1           0.125%
                  Level 2           0.125%
                  Level 3           0.125%
                  Level 4           0.125%
                  Level 5           0.250%
                  Level 6           0.250%

     In  the  case of a change in the Applicable Utilization  Fee
     due  to a change in the Interest Coverage Ratio, such change
     shall  be  effective five Business Days after  the  date  on
     which   the   Paying  Agent  receives  financial  statements
     pursuant  to  Section  5.01(h)(i) or (ii)  together  with  a
     certificate  of the chief financial officer of the  Borrower
     demonstrating such Interest Coverage Ratio.  In the case  of
     a  change in the Applicable Utilization Fee due to a  change
     in  the  Public Debt Rating, such change shall be  effective
     five  Business Days after the date on which the Paying Agent
     receives a certificate of the chief financial officer of the
     Borrower pursuant to Section 5.01(h)(vi) setting forth  such
     Public Debt Rating.

          "Assignment  and  Acceptance" means an  assignment  and
     acceptance  entered into by a Lender Party and  an  Eligible
     Assignee, and accepted by the Paying Agent, in substantially
     the form of Exhibit C hereto.

          "Available  Amount" of any Letter of Credit  means,  at
     any  time,  the maximum amount available to be  drawn  under
     such  Letter of Credit at such time (assuming compliance  at
     such  time  with all conditions to drawing),  provided  that
     with  respect  to  any Letter of Credit  denominated  in  an
     Alternative   Currency,  such  maximum   amount   shall   be
     calculated  as  the equivalent Dollar amount, determined  in
     accordance with Section 1.04, of the stated maximum amount.

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

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

               (b)   the sum (adjusted to the nearest 1/16 of  1%
          or,  if  there is no nearest 1/16 of 1%,  to  the  next
          higher  1/16  of 1%) of (i) 1/2 of 1% per  annum,  plus
          (ii)  the  rate  obtained by dividing  (A)  the  latest
          three-week  moving average of secondary market  morning
          offering  rates  in the United States  for  three-month
          certificates  of deposit of major United  States  money
          market  banks, such three-week moving average (adjusted
          to  the  basis of a year of 360 days) being  determined
          weekly  on  each  Monday (or, if  such  day  is  not  a
          Business Day, on the next succeeding Business Day)  for
          the three-week period ending on the previous Friday  by
          Citibank  on  the  basis  of  such  rates  reported  by
          certificate of deposit dealers to and published by  the
          Federal   Reserve  Bank  of  New  York  or,   if   such
          publication  shall be suspended or terminated,  on  the
          basis of quotations for such rates received by Citibank
          from  three New York certificate of deposit dealers  of
          recognized  standing selected by  Citibank,  by  (B)  a
          percentage equal to 100% minus the average of the daily
          percentages specified during such three-week period  by
          the  Board  of Governors of the Federal Reserve  System
          (or  any successor) for determining the maximum reserve
          requirement  (including,  but  not  limited   to,   any
          emergency,  supplemental  or  other  marginal   reserve
          requirement)  for Citibank with respect to  liabilities
          consisting  of  or including (among other  liabilities)
          three-month  U.S. dollar non-personal time deposits  in
          the  United States, plus (iii) the average during  such
          three-week  period  of  the  annual  assessment   rates
          estimated by Citibank for determining the then  current
          annual  assessment payable by Citibank to  the  Federal
          Deposit  Insurance Corporation (or any  successor)  for
          insuring U.S. dollar deposits of Citibank in the United
          States; and

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

          "Base   Rate  Advance"  means  an  Advance  that  bears
     interest as provided in Section 2.07(a)(i).

          "Borrowing" means a Revolving Credit Borrowing, a Swing
     Line Borrowing or a Competitive Bid Borrowing.

          "Business  Day" means a day of the year on which  banks
     are  not required or authorized by law to close in New  York
     City  and,  if  the applicable Business Day relates  to  any
     Eurodollar  Rate Advances, on which dealings are carried  on
     in the London interbank market.

          "Capitalized Leases" means all leases that have been or
     should  be, in accordance with GAAP, recorded as capitalized
     leases.

          "Chase"  has  the meaning specified in the  recital  of
     parties to this Agreement.

          "Citibank" has the meaning specified in the recital  of
     parties to this Agreement.

          "Commercial Paper" means any unsecured promissory  note
     or  notes  issued by the Borrower pursuant to any commercial
     paper program (whether rated or unrated) with a maturity  of
     not more than 270 days from the time of issuance.

          "Commercial  Paper Set-Aside Amount"  has  the  meaning
     specified in Section 2.01(c).

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

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

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

          "Competitive Bid Note" means a promissory note  of  the
     Borrower   payable   to  the  order  of   any   Lender,   in
     substantially the form of Exhibit A-2 hereto, evidencing the
     indebtedness of the Borrower to such Lender resulting from a
     Competitive Bid Advance made by such Lender.

          "Confidential Information" means all information  about
     the Borrower and its Subsidiaries that has been furnished by
     the  Borrower or any of its Subsidiaries to any Agent or any
     Lender  Party whether furnished before or after the date  of
     this Agreement, and regardless of the manner in which it  is
     furnished,  but  does not include any such information  that
     (a)  is  or becomes generally available to the public  other
     than  as  a  result of a disclosure by such  Agent  or  such
     Lender  Party  not  permitted by  this  Agreement,  (b)  was
     available  to  such Agent or such Lender  Party  on  a  non-
     confidential basis prior to its disclosure to such Agent  or
     such Lender Party or (c) becomes available to such Agent  or
     such  Lender Party on a non-confidential basis from a Person
     other  than the Borrower or any of its Subsidiaries that  is
     not,  to  the  best of such Agent's or such  Lender  Party's
     knowledge,   acting   in  violation  of  a   confidentiality
     agreement with the Borrower or any of its Subsidiaries or is
     not otherwise prohibited from disclosing the information  to
     such Agent or such Lender Party.

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

          "Convert", "Conversion" and "Converted" each refers  to
     a  conversion of Revolving Credit Advances of one Type  into
     Revolving  Credit  Advances of the other  Type  pursuant  to
     Section 2.08 or 2.09.

          "Debt"   of  any  Person  means,  without  duplication,
     (a)  all  indebtedness of such Person  for  borrowed  money,
     (b) all Obligations of such Person for the deferred purchase
     price  of  property or services (other than Obligations  for
     property   (excluding  real  property,  capital  stock   and
     property   subject  to  Capitalized  Leases)  and   services
     purchased,  and  expense accruals and deferred  compensation
     items  arising  in  the  ordinary course  of  such  Person's
     business),  (c) all Obligations of such Person evidenced  by
     notes, bonds, debentures or other similar instruments (other
     than  performance, surety and appeals bonds arising  in  the
     ordinary course of business), (d) all payment Obligations of
     such Person created or arising under any conditional sale or
     other  title  retention agreement with respect  to  property
     acquired  by such Person (unless the rights and remedies  of
     the  seller,  lessor or lender under such agreement  in  the
     event of default are limited to repossession or sale of such
     property),  (e)  all Obligations of such  Person  as  lessee
     under Capitalized Leases, (f) all Obligations, contingent or
     otherwise, of such Person in respect of acceptances, letters
     of   credit  or  similar  extensions  of  credit,  (g)   all
     Obligations  of  such  Person to purchase,  redeem,  retire,
     defease  or  otherwise make any payment in  respect  of  any
     capital  stock of or other ownership or profit  interest  in
     such  Person or any other Person or any warrants, rights  or
     options   to   acquire  such  capital  stock   (other   than
     Obligations  of  such Person with respect to employee  stock
     plans),  valued, in the case of Redeemable Preferred  Stock,
     at  the  greater  of its involuntary liquidation  preference
     plus  accrued  and unpaid dividends, (h) all Obligations  of
     such Person in respect of Hedge Agreements, (i) all Debt  of
     others  referred  to  in clauses (a) through  (h)  above  or
     clause  (j) below guaranteed directly or indirectly  in  any
     manner  by such Person, or in effect guaranteed directly  or
     indirectly by such Person through an agreement (1) to pay or
     purchase  such  Debt or to advance or supply funds  for  the
     payment  or purchase of such Debt, (2) to purchase, sell  or
     lease (as lessee or lessor) property, or to purchase or sell
     services,  primarily for the purpose of enabling the  debtor
     to make payment of such Debt or to assure the holder of such
     Debt  against loss, (3) to supply funds to or in  any  other
     manner invest in the debtor (including any agreement to  pay
     for  property  or  services  irrespective  of  whether  such
     property  is  received  or such services  are  rendered)  or
     (4) otherwise to assure a creditor against loss, and (j) all
     Debt referred to in clauses (a) through (i) above secured by
     (or for which the holder of such Debt has an existing right,
     contingent  or  otherwise, to be secured  by)  any  Lien  on
     property   (including,  without  limitation,  accounts   and
     contract  rights)  owned by such Person,  even  though  such
     Person  has not assumed or become liable for the payment  of
     such  Debt,  provided that the amount of Debt  of  the  type
     referred  to  in clauses (i) and (j) above will be  included
     within  the definition of "Debt" only to the extent  of  the
     amount   of  the  obligations  so  guaranteed  or  otherwise
     supported.

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

          "Defaulted  Advance" means, with respect to any  Lender
     at  any time, the portion of any Advance required to be made
     by  such Lender to the Borrower pursuant to Section 2.01  or
     2.02  at  or prior to such time which has not been  made  by
     such  Lender or by the Paying Agent for the account of  such
     Lender pursuant to Section 2.02(e) as of such time.  In  the
     event  that a portion of a Defaulted Advance shall be deemed
     made  pursuant to Section 2.18(a), the remaining portion  of
     such  Defaulted  Advance  shall be  considered  a  Defaulted
     Advance   originally  required  to  be  made   pursuant   to
     Section  2.01 on the same date as the Defaulted  Advance  so
     deemed made in part.

          "Defaulted Amount" means, with respect to any Lender at
     any  time, any amount required to be paid by such Lender  to
     the  Paying  Agent  or any other Lender Party  hereunder  or
     under any other Loan Document at or prior to such time which
     has  not  been  so paid as of such time, including,  without
     limitation, any amount required to be paid by such Lender to
     (a)  any  Swing  Line  Bank pursuant to Section  2.02(b)  to
     purchase  a  portion of a Swing Line Advance  made  by  such
     Swing   Line   Bank,  (b)  any  Issuing  Bank  pursuant   to
     Section 2.16(c) to purchase a portion of a Letter of  Credit
     Advance  made  by  such Issuing Bank, (c) the  Paying  Agent
     pursuant  to  Section 2.02(e) to reimburse the Paying  Agent
     for  the amount of any Advance made by the Paying Agent  for
     the account of such Lender, (d) any other Lender pursuant to
     Section 2.15 to purchase any participation in Advances owing
     to  such other Lender Party and (e) the Paying Agent or  any
     Issuing  Bank  pursuant  to Section 7.05  to  reimburse  the
     Paying  Agent or such Issuing Bank for such Lender's ratable
     share  of  any amount required to be paid by the Lenders  to
     the  Paying Agent or such Issuing Bank as provided  therein.
     In  the event that a portion of a Defaulted Amount shall  be
     deemed  paid  pursuant  to Section  2.18(b),  the  remaining
     portion  of  such  Defaulted Amount shall  be  considered  a
     Defaulted Amount originally required to be paid hereunder or
     under  any  other  Loan Document on the  same  date  as  the
     Defaulted Amount so deemed paid in part.

          "Defaulting  Lender"  means, at any  time,  any  Lender
     that,  at  such  time,  (a) owes a Defaulted  Advance  or  a
     Defaulted  Amount  or (b) shall take any action  or  be  the
     subject  of any action or proceeding of a type described  in
     Section 6.01(e).

          "Designated  Bidder" means (a) an Eligible Assignee  or
     (b) a special purpose corporation that is engaged in making,
     purchasing or otherwise investing in commercial loans in the
     ordinary  course  of its business and that  issues  (or  the
     parent  of  which issues) commercial paper  rated  at  least
     "Prime-1" (or the then equivalent grade) by Moody's or "A-1"
     (or  the then equivalent grade) by S&P that, in the case  of
     either clause (a) or (b), (i) is organized under the laws of
     the  United  States or any State thereof,  (ii)  shall  have
     become a party hereto pursuant to Sections 8.07(f), (g)  and
     (h) and (iii) is not otherwise a Lender.

          "Designation  Agreement" means a designation  agreement
     entered  into  by a Lender (other than a Designated  Bidder)
     and  a  Designated Bidder, and accepted by the Paying Agent,
     in substantially the form of Exhibit D hereto.

          "Documentary  L/C" means any Letter  of  Credit  (other
     than  a  Letter of Credit issued pursuant to this Agreement)
     that is issued for the benefit of a supplier of inventory to
     the Borrower or any of its Subsidiaries to effect payment of
     such Inventory.

          "Documentation Agent" has the meaning specified in  the
     recital of parties to this Agreement.

          "Dollars" and the sign "$" each means lawful  money  of
     the United States.

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

          "EBITDA" means, for any period, (i) the sum, determined
     on  a  Consolidated basis, of (a) net income (or net  loss),
     (b)  Net  Interest  Expense, (c)  income  tax  expense,  (d)
     depreciation  expense, (e) amortization expense  (including,
     without limitation, amortization of (1) excess of cost  over
     net  assets acquired, (2) reorganization value in excess  of
     amounts  allocable to identifiable assets and  (3)  unearned
     restricted  stock) and (f) unusual and extraordinary  losses
     less  (ii) unusual and extraordinary gains, in each case  of
     the  Borrower and its Subsidiaries determined in  accordance
     with GAAP for such period.

          "Effective  Date"  means the first date  on  which  the
     conditions  set  forth  in  Section  3.01  shall  have  been
     satisfied.

          "Electronic Issuing Bank" has the meaning specified  in
     Section 2.16(a).

          "Electronic L/C" and "Electronic L/C Reserve" each  has
     the meaning specified in Section 2.16(a).

          "Eligible  Assignee"  means (a)  with  respect  to  the
     Revolving Credit Facility (i) a Lender; (ii) an Affiliate of
     a  Lender; and (iii) any other Person approved by the Paying
     Agent  and, unless an Event of Default has occurred  and  is
     continuing  at  the  time  any  assignment  is  effected  in
     accordance  with Section 8.07, the Borrower,  such  approval
     not  to  be  unreasonably withheld or delayed and  (b)  with
     respect  to  the  Letter  of  Credit  Facility,  any  Person
     approved  by  the Paying Agent and, so long as no  Event  of
     Default shall have occurred and be continuing, the Borrower,
     such  approval not to be unreasonably withheld  or  delayed;
     provided,  however,  that  neither  the  Borrower   nor   an
     Affiliate  of  the  Borrower shall qualify  as  an  Eligible
     Assignee.

          "Eligible  Securities"  means  (a)  readily  marketable
     securities  issued  or guaranteed by the government  of  the
     United  States  of  America or any agency thereof  having  a
     maturity  at  the time of issuance not exceeding  one  year,
     (b)  commercial paper rated at least A-1 by S&P  or  P-1  by
     Moody's,  in  each case having a maturity  at  the  time  of
     issuance  not  exceeding one year, and (c)  certificates  of
     deposit  of or time deposits with any commercial  bank,  the
     long-term  debt of which has been assigned a  rating  of  at
     least  BBB by S&P or Baa2 by Moody's and which is  a  Lender
     and  is  organized and existing under the laws of the United
     States  of  America or any state thereof or the District  of
     Columbia.

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

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

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

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

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

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

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

          "Eurodollar  Rate"  means, with  respect  to  each  day
     during  each  Interest Period for a Eurodollar Rate  Advance
     comprising  a  Revolving  Credit  Borrowing,  the  rate   of
     interest  per annum obtained by dividing (a) the "Eurodollar
     Rate"  determined (i) on the basis of the rate for  deposits
     in  Dollars  for  a  period equal to  such  Interest  Period
     appearing  on Page 3750 of the Telerate screen as  of  11:00
     A.M.,  London time, two Business Days prior to the beginning
     of  such Interest Period, or if such rate does not appear on
     Page  3750  of  the  Telerate screen (or otherwise  on  such
     service), the rate per annum (rounded upward to the  nearest
     1/16  of  1%  per  annum) at which deposits are  offered  by
     another  publicly  available service  displaying  eurodollar
     rates  as  may  be agreed upon by the Paying Agent  and  the
     Borrower  or  (ii)  in  the absence of  such  appearance  or
     agreement,  by  reference to the  average  of  the  rate  of
     interest  per  annum (rounded upward to  the  nearest  whole
     multiple  of  1/16 of 1% per annum, if such average  is  not
     such a multiple) at which deposits in Dollars are offered by
     the  principal  office  of each of the  Reference  Banks  in
     London,  England,  to  prime banks in the  London  interbank
     market  at 11:00 A.M. (London time) two Business Days before
     the   first  day  of  such  Interest  Period  in  an  amount
     substantially equal to such Reference Bank's Eurodollar Rate
     Advance  to be outstanding during such Interest Period  (or,
     if  such  Reference  Bank shall not have a  Eurodollar  Rate
     Advance  that  is  to  be outstanding during  such  Interest
     Period,  in an amount equal to $1,000,000) and for a  period
     equal  to such Interest Period by (b) a percentage equal  to
     100%  minus the Eurodollar Rate Reserve Percentage for  such
     Interest  Period.   In  the  case  of  any  Eurodollar  Rate
     determined  pursuant to clause (a)(ii) above, the Eurodollar
     Rate  for  any  Interest  Period for  each  Eurodollar  Rate
     Advance comprising such Revolving Credit Borrowing shall  be
     determined  by  the Paying Agent on the basis of  applicable
     rates  received by the Paying Agent from the Reference Banks
     two  Business  Days before the first day  of  such  Interest
     Period, subject, however, to the provisions of Section 2.08.

          "Eurodollar  Rate  Advance" means  a  Revolving  Credit
     Advance    that    bears    interest    as    provided    in
     Section 2.07(a)(ii).

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

          "Events  of  Default"  has  the  meaning  specified  in
     Section 6.01.

          "Existing  Competitive  Bid Advance"  has  the  meaning
     specified in Section 2.03(h).

          "Existing Credit Agreements" means (a) the $500,000,000
     Third Amended and Restated Credit Agreement dated as of July
     24,  2000,  as  amended through the date hereof,  among  the
     Borrower,  certain lenders party thereto,  Citibank,  as  an
     administrative  agent and paying agent, The Chase  Manhattan
     Bank,  as  an administrative agent, Fleet National Bank,  as
     syndication   agent,   and  Bank  of   America,   N.A.,   as
     documentation  agent  and (b) the $1,500,000,000  Five  Year
     Credit  Agreement  dated  as of July  28,  1997  as  amended
     through the date hereof, among the Borrower, certain lenders
     party  thereto,  Citibank,  as an administrative  agent  and
     paying agent, The Chase Manhattan Bank, as an administrative
     agent, BankBoston, N.A., as syndication agent, and The  Bank
     of   America,  National  Trust  &  Savings  Association,  as
     documentation agent.

          "Existing  Letters of Credit" has the meaning specified
     in Section 2.16(g).

          "Facility"  means  the Revolving Credit  Facility,  the
     Swing Line Facility or the Letter of Credit Facility.

          "Facility  Fee  Percentage" means, as of  any  date,  a
     percentage  per  annum  determined  by  reference   to   the
     Performance Level in effect on such date as set forth below:

                 Performance        Applicable
                    Level           Percentage
                   Level 1            0.080%
                   Level 2            0.090%
                   Level 3            0.125%
                   Level 4            0.150%
                   Level 5            0.200%
                   Level 6            0.250%

     In  the case of a change in the Facility Fee Percentage  due
     to  a  change  in the Interest Coverage Ratio,  such  change
     shall  be  effective five Business Days after  the  date  on
     which   the   Paying  Agent  receives  financial  statements
     pursuant  to  Section  5.01(h)(i) or (ii)  together  with  a
     certificate  of the chief financial officer of the  Borrower
     demonstrating such Interest Coverage Ratio.  In the case  of
     a  change in the Facility Fee Percentage due to a change  in
     the  Public Debt Rating, such change shall be effective five
     Business  Days  after  the date on which  the  Paying  Agent
     receives a certificate of the chief financial officer of the
     Borrower pursuant to Section 5.01(h)(vi) setting forth  such
     Public Debt Rating.

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

          "Fiscal  Year" means a fiscal year of the Borrower  and
     its Consolidated Subsidiaries ending on the Saturday closest
     to January 31 in any calendar year.

          "Fixed  Rate  Advances" has the  meaning  specified  in
     Section 2.03(a)(i).

          "GAAP"  means generally accepted accounting  principles
     in  the  United States of America as in effect from time  to
     time  set  forth in the opinions and pronouncements  of  the
     Accounting  Principles Board and the American  Institute  of
     Certified   Public  Accountants  and  the   statements   and
     pronouncements of the Financial Accounting Standards  Board,
     or  in such other statements by any successor entity as  may
     be  in general use by significant segments of the accounting
     profession, which are applicable to the circumstances as  of
     the  date  of determination; provided that, with respect  to
     the  calculation of the financial ratios and the terms  used
     in  the  covenants  contained  in  this  Agreement  and  the
     definitions related thereto, "GAAP" means generally accepted
     accounting principles in effect in the United States on  the
     date  of  the  financial statements referred to  in  Section
     4.01(e), it being understood that, upon any change  in  GAAP
     as  at  such  date that affects in any material respect  the
     financial  ratios  and  the  covenants  contained  in   this
     Agreement, the Borrower and the Paying Agent will  negotiate
     in  good faith to adapt or conform any such financial ratios
     and  covenants  and the definitions related thereto  to  any
     such changes in GAAP to the extent necessary to maintain the
     original  economic  terms  of  such  financial  ratios   and
     covenants  as  in effect under this Agreement  on  the  date
     hereof,  the Paying Agent shall promptly notify the  Lenders
     in  writing  of  the  negotiated changes to  such  financial
     ratios,  covenants and definitions, and if, by the 30th  day
     after the date such notice is given (i) the Required Lenders
     shall  not  have objected in writing to such  changes,  such
     changes  shall be deemed to be effective, and this Agreement
     shall  be deemed to be amended accordingly, as of such  30th
     day,  without further action on the part of any party hereto
     or  (ii)  the Required Lenders shall have objected  to  such
     changes,  then,  until this Agreement shall  be  amended  in
     accordance  with the terms of Section 8.01 to  reflect  such
     changes  as  may  be  necessary  to  maintain  the  original
     economic  terms of such financial ratios and covenants,  the
     financial  ratios and covenants immediately in effect  prior
     to such amendment shall remain in effect.

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

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

          "Indemnified  Party"  has  the  meaning  specified   in
     Section 8.04(b).

          "Information   Memorandum"   means   the    information
     memorandum dated May 2001 used by the Administrative  Agents
     in connection with the syndication of the Commitments.

          "Initial  Extension  of Credit" means  the  earlier  to
     occur  of  the  initial Borrowing (other  than  a  Borrowing
     consisting of any Existing Competitive Bid Advances) and the
     initial  issuance  of  a  Letter of Credit  (other  than  an
     Existing Letter of Credit) hereunder.

          "Initial  Lenders"  has the meaning  specified  in  the
     recital of parties of this Agreement.

          "Interest  Coverage  Ratio"  means,  at  any  date   of
     determination,  the  ratio of Consolidated  EBITDA  for  the
     Measurement Period then most recently ended to Net  Interest
     Expense for such Measurement Period determined in accordance
     with GAAP.

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

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

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

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

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

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

          "Insufficiency" means, with respect to  any  Plan,  the
     amount,  if  any,  of its unfunded benefit  liabilities,  as
     defined in Section 4001(a)(18) of ERISA.

          "Issuing Bank" means Citibank, Chase, any other  Lender
     Party  that  has  a  Letter of Credit Commitment  set  forth
     opposite  its  name on Schedule I hereto, any  other  Lender
     Party  approved as an Issuing Bank by the Paying Agent  and,
     so  long as no Event of Default shall have occurred  and  be
     continuing,   the  Borrower  (such  approval   not   to   be
     unreasonably withheld or delayed) and each Eligible Assignee
     to  which  a Letter of Credit Commitment hereunder has  been
     assigned  pursuant  to Section 8.07 so  long  as  each  such
     Lender  Party  or  Eligible  Assignee  expressly  agrees  to
     perform   in  accordance  with  their  terms  all   of   the
     obligations that by the terms of this Agreement are required
     to  be  performed by it as an Issuing Bank and notifies  the
     Paying Agent of its Applicable Lending Office and the amount
     of  its Letter of Credit Commitment (which information shall
     be recorded by the Paying Agent in the Register).

          "L/C  Related  Documents" has the meaning specified  in
     Section 2.16(e).

          "Lender Party" means any Lender, any Swing Line Bank or
     any Issuing Bank.

          "Lenders"  means  the Initial Lenders and  each  Person
     that  shall  become a party hereto pursuant to Section  8.07
     and, except when used in reference to a Letter of Credit,  a
     Regular  Advance,  a Regular Borrowing, a  Revolving  Credit
     Note,  a  Commitment  or  a related  term,  each  Designated
     Bidder.

          "Letter  of  Credit"  has  the  meaning  specified   in
     Section 2.16(a).

          "Letter of Credit Advance" means an advance made by any
     Issuing Bank or any Lender pursuant to Section 2.16(c).

          "Letter  of Credit Agreement" has the meaning specified
     in Section 2.16(b)(i).

          "Letter of Credit Collateral" has the meaning specified
          in Section 6.02(b).

          "Letter  of Credit Collateral Account" has the  meaning
          specified in Section 6.02(a).

          "Letter  of  Credit Commitment" means, with respect  to
     any  Issuing Bank at any time, the amount set forth opposite
     such  Issuing  Bank's name on Schedule I  hereto  under  the
     caption  "Letter of Credit Commitment" or, if  such  Issuing
     Bank   has   entered  into  one  or  more  Assignments   and
     Acceptances or if a Lender has otherwise become  an  Issuing
     Bank,  set  forth  for  such Issuing Bank  in  the  Register
     maintained  by the Paying Agent pursuant to Section  8.07(i)
     as  such  Issuing  Bank's "Letter of Credit Commitment",  as
     such amount may be reduced at or prior to such time pursuant
     to Section 2.05.

          "Letter  of  Credit Facility" means, at  any  time,  an
     amount  equal to the lesser of (a) the aggregate  amount  of
     the  Issuing  Banks'  Letter of Credit Commitments  and  (b)
     $1,000,000,000, as such amount may be reduced at or prior to
     such time pursuant to Section 2.05.

          "Letter of Credit Obligations" means, at any time,  the
     sum of (a) the maximum aggregate amount then available to be
     drawn  under the Letters of Credit outstanding at such  time
     (the  determination  of such maximum amount  to  assume  the
     occurrence  of,  and  compliance with,  all  conditions  for
     drawing  referred to therein) plus (b) the aggregate  amount
     of  the  Borrower's Obligations then outstanding  under  the
     Loan   Documents  in  respect  of  the  Letters  of  Credit,
     including all Advances resulting from drawings under Letters
     of  Credit  and  all  fees and expenses in  respect  of  the
     Letters of Credit payable pursuant to Section 2.16(f).

          "Leverage  Ratio" means, at any date of  determination,
     the  ratio  of  Consolidated Debt to the sum of Consolidated
     Debt  plus  Consolidated net worth of the Borrower  and  its
     Subsidiaries   calculated  on  a   Consolidated   basis   in
     accordance with GAAP.

          "LIBO Rate" means, with respect to each day during each
     Interest  Period  for  a  LIBO  Rate  Advance  comprising  a
     Competitive  Bid Borrowing, the rate of interest  per  annum
     obtained by dividing (a) the "LIBO Rate" determined (i) on a
     basis of the rate for deposits in Dollars for a period equal
     to  such  Interest  Period appearing on  page  3750  of  the
     Telerate  screen as of 11:00 A.M., London time, two Business
     Days  prior to the beginning of such Interest Period or,  if
     such  rate  does  not appear on Page 3750  of  the  Telerate
     screen  (or otherwise on such service), the rate  per  annum
     (rounded  upward  to the nearest 1/16 of 1%  per  annum)  at
     which  deposits  are  offered by another publicly  available
     service displaying eurodollar rates as may be agreed upon by
     the Paying Agent and the Borrower or (ii) in the absence  of
     such appearance or agreement, by reference to the average of
     the  rate  of  interest  per annum (rounded  upward  to  the
     nearest  whole  multiple of 1/16 of 1% per  annum,  if  such
     average is not such a multiple) at which deposits in Dollars
     are offered by the principal office of each of the Reference
     Banks  in  London,  England to prime  banks  in  the  London
     interbank  market at 11:00 A.M. (London time)  two  Business
     Days  before  the first day of such Interest  Period  in  an
     amount  substantially equal to each of such Reference Bank's
     LIBO  Rate  Advance to be outstanding during  such  Interest
     Period (or, if any such Reference Bank shall not have a LIBO
     Rate  Advance that is to be outstanding during such Interest
     Period,  in an amount equal to $1,000,000) and for a  period
     equal  to such Interest Period by (b) a percentage equal  to
     100%  minus the Eurodollar Rate Reserve Percentage for  such
     Interest  Period.  In the case of any LIBO  Rate  determined
     pursuant  to  clause (a)(ii) above, the LIBO  Rate  for  any
     Interest  Period for each LIBO Rate Advance comprising  such
     Competitive Bid Borrowing shall be determined by the  Paying
     Agent  on  the  basis of applicable rates  received  by  the
     Paying  Agent  from  the Reference Banks two  Business  Days
     before  the  first  day  of such Interest  Period,  subject,
     however, to the provisions of Section 2.08.

          "LIBO  Rate  Advances"  has the  meaning  specified  in
     Section 2.03(a)(i).

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

          "Loan  Documents" means this Agreement, the  Notes  and
     each  Letter  of Credit Agreement, as each may  be  amended,
     supplemented or otherwise modified from time to time.

          "Material  Adverse Change" means any  material  adverse
     change  in the business, condition (financial or otherwise),
     operations,  performance, properties  or  prospects  of  the
     Borrower and its Subsidiaries, taken as a whole.

          "Material  Adverse Effect" means an effect that  causes
     or  results in or has a reasonable likelihood of causing  or
     resulting  in  any  material  adverse  change  in  (a)   the
     business,  condition  (financial or otherwise),  operations,
     performance, properties or prospects of the Borrower and its
     Subsidiaries, taken as a whole, (b) the rights and  remedies
     of  any  Agent or any Lender Party under any Loan  Document,
     (c)  the  ability of the Borrower to perform its Obligations
     under  any  Loan Document or (d) the legality,  validity  or
     enforceability of any Loan Document.

          "Material  Subsidiary" of the Borrower  means,  at  any
     time, any Subsidiary of the Borrower having (a) assets  with
     a value of not less than 5% of the total value of the assets
     of  the Borrower and its Consolidated Subsidiaries, taken as
     a  whole, or (b) Consolidated EBITDA not less than 5% of the
     Consolidated  EBITDA  of the Borrower and  its  Consolidated
     Subsidiaries, taken as a whole, in each case as of  the  end
     of  or  for the most recently completed Fiscal Year  of  the
     Borrower.

          "Measurement   Period"   means,   at   any   date    of
     determination,  the  period of the four  consecutive  fiscal
     quarters of the Borrower then most recently ended for  which
     the  Paying  Agent  has (or should have) received  financial
     statements  in compliance with Section 5.01(h)  (or  Section
     5.01(h) of the Existing Credit Agreements).

          "Minor Subsidiary" means any Subsidiary of the Borrower
     that is not a Material Subsidiary.

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

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

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

          "Net  Interest  Expense" means,  for  any  period,  the
     amount  (if any) by which (a) interest payable on  all  Debt
     (including,  without limitation, the interest  component  of
     Capitalized  Leases) and amortization of deferred  financing
     fees  and  debt discount in respect of all Debt exceeds  (b)
     interest  income,  in  each case of  the  Borrower  and  its
     Subsidiaries  for such period, calculated on a  Consolidated
     basis in accordance with GAAP.

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

          "Notice  of Revolving Credit Borrowing" has the meaning
     specified in Section 2.02(a).

          "Notice  of Competitive Bid Borrowing" has the  meaning
     specified in Section 2.03(a).

          "Notice  of  Issuance"  has the  meaning  specified  in
     Section 2.16(b)(i).

          "Notice  of  Renewal"  has  the  meaning  specified  in
     Section 2.16(a).

          "Notice  of  Swing  Line  Borrowing"  has  the  meaning
     specified in Section 2.02(b).

          "Notice  of  Termination" has the meaning specified  in
     Section 2.16(a).

          "Obligation"  means, with respect to  any  Person,  any
     payment,  performance or other obligation of such Person  of
     any  kind,  including, without limitation, any liability  of
     such  Person on any claim, whether or not the right  of  any
     creditor  to payment in respect of such claim is reduced  to
     judgment,   liquidated,  unliquidated,  fixed,   contingent,
     matured, disputed, undisputed, legal, equitable, secured  or
     unsecured,  and  whether or not such  claim  is  discharged,
     stayed  or otherwise affected by any proceeding referred  to
     in  Section 6.01(e).  Without limiting the generality of the
     foregoing,  the Obligations of the Borrower under  the  Loan
     Documents  include  (a)  the obligation  to  pay  principal,
     interest,  Letter of Credit commissions, charges,  expenses,
     fees,  attorneys'  fees and disbursements,  indemnities  and
     other  amounts  payable  by  the  Borrower  under  any  Loan
     Document and (b) the obligation of the Borrower to reimburse
     any  amount  in  respect of any of the  foregoing  that  any
     Lender,  in its sole discretion, may elect to pay or advance
     on behalf of the Borrower.

          "Original  Currency"  has  the  meaning  specified   in
     Section 8.12.

          "Other  Currency" has the meaning specified in  Section
     8.12.

          "Paying Agent" has the meaning specified in the recital
     of parties to this Agreement.

          "Paying  Agent's  Account" means  the  account  of  the
     Paying  Agent maintained by the Paying Agent with its office
     at  399  Park  Avenue,  New York, New  York  10043,  Account
     No. 36852248, Account Name: Medium Term Finance/NAIB Agency,
     Reference: Federated.

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

          "Performance   Level"  means,  as  of   any   date   of
     determination, the numerically lower level set  forth  below
     as  then in effect, as determined by reference to the Public
     Debt  Rating  and  Interest Coverage Ratio then  in  effect,
     provided,   however,  that  if  the  Level  established   by
     reference   to  the  Public  Debt  Rating  and   the   Level
     established by reference to the Interest Coverage Ratio  are
     more  than one Level apart, the Performance Level  shall  be
     the  Level  that  is numerically one below  the  numerically
     higher of the two Levels so established:

     Level 1              The  Public Debt Rating is greater than
                    or  equal to A2 or A or the Interest Coverage
                    Ratio is 6.25:1.00 or greater;

     Level 2              The  Public Debt Rating is A3 or A-  or
                    the  Interest Coverage Ratio is 5.75:1.00  or
                    greater but less than 6.25:1.00;

     Level 3              The  Public Debt Rating is Baa1 or BBB+
                    or  the  Interest Coverage Ratio is 5.00:1.00
                    or greater but less than 5.75:1.00;

     Level 4             The Public Debt Rating is Baa2 or BBB or
                    the  Interest Coverage Ratio is 4.50:1.00  or
                    greater but less than 5.00:1.00;

     Level 5              The  Public Debt Rating is Baa3 or BBB-
                    or  the  Interest Coverage Ratio is 3:75:1.00
                    or greater but less than 4.50:1.00;

     Level 6              The  Public Debt Rating is  lower  than
                    Baa3  or BBB- and the Interest Coverage Ratio
                    is lower than 3.75:1.00;

          "Permitted  Liens" means such of the  following  as  to
     which   no  enforcement,  collection,  execution,  levy   or
     foreclosure proceeding shall have been commenced:  (a) Liens
     for taxes, assessments and governmental charges or levies to
     the  extent  not  required to be paid under Section  5.01(b)
     hereof;  (b)  Liens  imposed by law, such as  materialmen's,
     mechanics', carriers', workmen's and repairmen's  Liens  and
     other  similar  Liens  arising in  the  ordinary  course  of
     business  securing obligations that are not  overdue  for  a
     period  of more than 30 days or that are being contested  in
     good  faith by appropriate proceedings; (c) Liens  (if  any)
     arising by operation of law and pledges or deposits made  in
     the ordinary course of business in connection with liability
     insurance,  workers'  compensation, unemployment  insurance,
     old-age  pensions and other social security benefits,  other
     than  with  respect  to employee benefit  plans  subject  to
     ERISA;  and  (d) zoning restrictions, easements,  rights  of
     way,  reciprocal easement agreements, operating  agreements,
     covenants, conditions or restrictions on the use of any real
     property that do not interfere in any material respect  with
     the ordinary conduct of the business of the Borrower and its
     Subsidiaries or do not materially adversely affect the value
     of such property for the purpose of such business.

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

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

          "Potential Defaulting Lender" has the meaning specified
     in Section 2.01(b).

          "Preferred   Stock"   means,  with   respect   to   any
     corporation,  capital stock issued by such corporation  that
     is  entitled  to  a preference or priority  over  any  other
     capital   stock   issued  by  such  corporation   upon   any
     distribution  of  such  corporation's  assets,  whether   by
     dividend or upon liquidation.

          "Pro  Rata Share" of any amount means, with respect  to
     any  Lender at any time, the product of such amount times  a
     fraction  the  numerator of which  is  the  amount  of  such
     Lender's  Revolving Credit Commitment at such time  and  the
     denominator  of  which is the Revolving Credit  Facility  at
     such time.

          "Public Debt Rating" means, as of any date, the  higher
     of  (a)  the  lowest  rating that  has  been  most  recently
     announced  by  Moody's for any class of non-credit  enhanced
     long-term  senior unsecured debt issued by the Borrower  and
     (b)  the rating that has been most recently announced by S&P
     as  the Borrower's "Corporate Credit Rating", provided, that
     if  the ratings referred to in clause (a) and (b) above  are
     each  referred to in Performance Levels which are more  than
     one Performance Level apart, the Public Debt Rating shall be
     the  Public  Debt  Rating indicated within  the  Performance
     Level  that is numerically one below the numerically  higher
     of  the  two Performance Levels in which the ratings are  so
     referenced.  For purposes of the foregoing, (i) if only  one
     of  S&P  and  Moody's  shall have in effect  a  Public  Debt
     Rating,  the Applicable Margin, the Facility Fee  Percentage
     and  Applicable  Utilization  Fee  shall  be  determined  by
     reference to the available rating; (ii) if neither  S&P  nor
     Moody's  shall  have  in effect a Public  Debt  Rating,  the
     Applicable   Margin,   the  Facility  Fee   Percentage   and
     Applicable  Utilization Fee will be determined by  reference
     to  the Interest Coverage Ratio then in effect; (iii) if any
     rating established by S&P or Moody's shall be changed,  such
     change shall be effective as of five Business Days after the
     date  on  which such change is demonstrated in a certificate
     of  the  chief  financial officer of the Borrower  delivered
     pursuant to Section 5.01(h)(vi); and (iv) if S&P or  Moody's
     shall  change  the  basis on which ratings are  established,
     each reference to the Public Debt Rating announced by S&P or
     Moody's,  as  the  case  may be, shall  refer  to  the  then
     equivalent rating by S&P or Moody's, as the case may be.

          "Receivables Financing Facility" means the  receivables
     financing  facilities currently established by the  Borrower
     and  any  replacement thereof or other receivables financing
     pursuant to which certain Subsidiaries of the Borrower issue
     non-recourse  Debt and commercial paper secured  by  certain
     receivables of the Borrower and its Subsidiaries.

          "Redeemable"  means, with respect to any capital  stock
     or  other ownership or profit interest, Debt or other  right
     or  Obligation, any such right or Obligation  that  (a)  the
     issuer  has  undertaken to redeem at a fixed or determinable
     date  or  dates, whether by operation of a sinking  fund  or
     otherwise, or upon the occurrence of a condition not  solely
     within the control of the issuer or (b) is redeemable at the
     option of the holder.

          "Reference Banks" means Citibank and Chase.

          "Register"    has    the    meaning    specified     in
     Section 8.07(i).

          "Regular  Advances"  means any  Advance  other  than  a
     Competitive Bid Advance.

          "Regular  Borrowing" means a Revolving Credit Borrowing
     or a Swing Line Borrowing.

          "Reportable Event" has the meaning specified in Section
     4043 of ERISA, excluding any event with respect to which the
     30-day notice requirement has been waived.

          "Required  Lenders" means at any time Lenders  owed  or
     holding  at least a majority in interest of the sum  of  (a)
     the  then aggregate unpaid principal amount of the Revolving
     Credit  Advances, Swing Line Advances and Letter  of  Credit
     Advances  owing to Lenders at such time, (b)  the  aggregate
     Available  Amount  of all Letters of Credit  outstanding  at
     such  time  and  (c) the aggregate Unused  Revolving  Credit
     Commitments  at such time, provided, however,  that  if  any
     Lender  shall  be  a Defaulting Lender at such  time,  there
     shall be excluded from the determination of Required Lenders
     at  such  time  (i)  the  unpaid  principal  amount  of  the
     Revolving Credit Advances, Swing Line Advances and Letter of
     Credit   Advances  made  by  such  Defaulting   Lender   and
     outstanding  at  such time, (ii) if such  Defaulting  Lender
     shall  be  an  Issuing  Bank, the Available  Amount  of  all
     Letters  of  Credit  issued by such  Defaulting  Lender  and
     outstanding  at  such  time and (iii) the  Unused  Revolving
     Credit  Commitment of such Defaulting Lender at  such  time.
     For  purposes  of  this definition, the aggregate  principal
     amount  of Swing Line Advances owing to any Swing Line  Bank
     and  of Letter of Credit Advances owing to any Issuing  Bank
     and  the Available Amount of each Letter of Credit shall  be
     considered  to be owed to the Lenders ratably in  accordance
     with their respective Revolving Credit Commitments.

          "Responsible  Officer" means any executive  officer  of
     the Borrower or any of its Subsidiaries or any other officer
     of  the Borrower of any of its Subsidiaries responsible  for
     overseeing  or reviewing compliance with this  Agreement  or
     any other Loan Document.

          "Revolving Credit Advance" means an advance by a Lender
     to  the Borrower as part of a Revolving Credit Borrowing and
     refers  to a Base Rate Advance or a Eurodollar Rate  Advance
     (each  of  which  shall  be a "Type"  of   Revolving  Credit
     Advance).

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

          "Revolving  Credit Commitment" means, with  respect  to
     any  Revolving  Credit Lender at any time,  the  amount  set
     forth opposite such Lender's name on Schedule I hereto under
     the caption "Revolving Credit Commitment" or, if such Lender
     has entered into one or more Assignment and Acceptances, set
     forth  for  such  Lender in the Register maintained  by  the
     Paying  Agent  pursuant to Section 8.07(i) as such  Lender's
     "Revolving Credit Commitment", as such amount may be reduced
     at or prior to such time pursuant to Section 2.05.

          "Revolving  Credit Facility" means, at  any  time,  the
     aggregate  amount of the Revolving Credit Lenders' Revolving
     Credit Commitments at such time.

          "Revolving Credit Lender" means any Lender that  has  a
     Revolving  Credit  Commitment  and,  except  when  used   in
     reference to a Regular Advance, a Regular Borrowing, a  Note
     (other  than  a  Competitive Bid Note), a  Commitment  or  a
     related term, any Designated Bidder.

          "Revolving Credit Note" means a promissory note of  the
     Borrower   payable   to  the  order  of   any   Lender,   in
     substantially the form of Exhibit A-1 hereto, evidencing the
     aggregate  indebtedness  of  the  Borrower  to  such  Lender
     resulting  from the Revolving Credit Advances made  by  such
     Lender.

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

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

          "Standby  Letter of Credit" means any Letter of  Credit
     issued  under  the Letter of Credit Facility, other  than  a
     Trade Letter of Credit.

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

          "Swing  Line Advance" means an advance made by (a)  any
     Swing  Line  Bank  pursuant to Section 2.01(b)  or  (b)  any
     Revolving Credit Lender pursuant to Section 2.02(b).

          "Swing Line Bank" means each of Citibank, Chase,  Fleet
     National  Bank  and up to three additional Revolving  Credit
     Lenders  as may be designated by the Borrower from  time  to
     time  (with  the  consent  of  any  Lender  so  designated),
     provided that any of Citibank, Chase, Fleet National Bank or
     any other Lender as shall have been so designated may resign
     upon  30 days' prior written notice to the Borrower and  the
     Paying Agent.

          "Swing Line Borrowing" means a borrowing consisting  of
     a Swing Line Advance made by any Swing Line Bank.

          "Swing  Line  Facility" has the  meaning  specified  in
     Section 2.01(b).

          "Syndication  Agent" has the meaning specified  in  the
     recital of parties to this Agreement.

          "Tangible Assets" means, with respect to any Person  as
     of  any  date  of  determination, the total assets  of  such
     Person   less   the  sum  of  (i)  goodwill,  organizational
     expenses,  research  and development  expenses,  trademarks,
     trade   names,  copyrights,  patents,  patent  applications,
     licenses  and  rights  in  any thereof,  and  other  similar
     intangibles, (ii) all prepaid expenses, deferred charges  or
     unamortized  debt discount and expense, (iii)  all  reserves
     carried and not deducted from assets, and (iv) any items not
     included in clauses (i) through (iii) above, in each case of
     such  Person  and  which  are  treated  as  intangibles   in
     conformity with GAAP.

          "Termination Date" means the earlier of June  29,  2006
     and the date of termination in whole of the Revolving Credit
     Commitments,  the  Swing Line Facility  and  the  Letter  of
     Credit Commitments pursuant to Section 2.05 or 6.01.

          "Trade  Letter  of Credit" means any Letter  of  Credit
     that  is issued under the Letter of Credit Facility for  the
     benefit of a supplier of inventory to the Borrower or any of
     its  Subsidiaries to effect payment for such inventory,  the
     conditions  to drawing under which include the  presentation
     to  the  Issuing Bank that issued such Letter of  Credit  of
     negotiable  bills of lading, invoices and related  documents
     sufficient, in the judgment of such Issuing Bank, to  create
     a  valid and perfected lien on or security interest in  such
     inventory,  bills of lading, invoices and related  documents
     in favor of such Issuing Bank.

          "Unused   Revolving  Credit  Commitment"  means,   with
     respect  to  any  Lender  at any  time,  (a)  such  Lender's
     Revolving Credit Commitment at such time minus (b)  the  sum
     of  (i)  the  aggregate principal amount  of  all  Revolving
     Credit  Advances, Swing Line Advances and Letter  of  Credit
     Advances  made by such Lender, in each case in its  capacity
     as  a  Lender, and outstanding at such time, and  (ii)  such
     Lender's  Pro  Rata  Share  of (A) the  aggregate  Available
     Amount  of  all Letters of Credit outstanding at such  time,
     (B)  the  aggregate amount of the Competitive  Bid  Advances
     outstanding at such time, and (C) to the extent not included
     in clause (b)(i) of this definition, the aggregate principal
     amount  of all Letter of Credit Advances made by the Issuing
     Banks  pursuant to Section 2.16(c) and outstanding  at  such
     time  and of all Swing Line Advances made by the Swing  Line
     Banks  pursuant to Section 2.01(b) and outstanding  at  such
     time.

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

          "Withdrawal  Liability" has the  meaning  specified  in
     Part 1 of Subtitle E of Title IV of ERISA.

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

          SECTION 1.03.  Accounting Terms.  All accounting  terms
not  specifically defined herein shall be construed in accordance
with GAAP.

          SECTION 1.04.  Currency Equivalents Generally.  For all
purposes  of  this  Agreement except  as  otherwise  specifically
provided herein, the equivalent in any Alternative Currency of an
amount  in  Dollars shall be determined at the rate  of  exchange
quoted by Citibank in New York City, at 9:00 A.M. (New York  City
time)  on  the date of determination, to prime banks in New  York
City  for  the  spot  purchase in the New York  foreign  exchange
market  of such amount of Dollars with such Alternative Currency.
Citibank's  determination of each spot rate of exchange  pursuant
to  this  Agreement shall be final and conclusive absent manifest
error.

                           ARTICLE II

   AMOUNTS AND TERMS OF THE ADVANCES AND THE LETTERS OF CREDIT

          SECTION   2.01.   The  Regular  Advances.    (a)    The
Revolving Credit Advances.  Each Lender severally agrees, on  the
terms  and  conditions hereinafter set forth, to  make  Revolving
Credit Advances to the Borrower from time to time on any Business
Day   during  the  period  from  the  Effective  Date  until  the
Termination Date in an amount for each such Advance not to exceed
an   amount  equal  to  such  Lender's  Unused  Revolving  Credit
Commitment  less such Lender's Pro Rata Share of  the  Commercial
Paper  Set-Aside  Amount  at such time.   Each  Revolving  Credit
Borrowing  shall be in an aggregate amount of $10,000,000  or  an
integral multiple of $5,000,000 in excess thereof (other  than  a
Borrowing the proceeds of which shall be used solely to repay  in
full  outstanding Letter of Credit Advances made by  any  Issuing
Bank)  or,  if less, an aggregate amount equal to the  amount  by
which  the  aggregate  amount  of  a  proposed  Competitive   Bid
Borrowing requested by the Borrower exceeds the aggregate  amount
of Competitive Bid Advances offered to be made by the Lenders and
accepted  by  the  Borrower in respect of  such  Competitive  Bid
Borrowing, if such Competitive Bid Borrowing is made on the  same
date  as  such Revolving Credit Borrowing, and shall  consist  of
Revolving Credit Advances of the same Type made on the  same  day
by  the  Lenders ratably according to their respective  Revolving
Credit Commitments.  Within the limits of each Lender's Revolving
Credit  Commitment,  the Borrower may borrow under  this  Section
2.01,  repay  pursuant  to Section 2.06(a),  prepay  pursuant  to
Section 2.10 and reborrow under this Section 2.01.

          (b)   The  Swing Line Advances.  Each Swing  Line  Bank
severally  agrees,  on the terms and conditions  hereinafter  set
forth,  to make Swing Line Advances to the Borrower from time  to
time  on any Business Day during the period from the date  hereof
until  the  Termination Date (i) in an aggregate amount  for  all
Swing  Line  Advances  owing to such  Swing  Line  Bank  (in  its
capacity   as  such)  not  to  exceed  at  any  time  outstanding
$25,000,000, (ii) in an aggregate amount owing to all Swing  Line
Banks not to exceed at any time outstanding $50,000,000, as  such
amount may be reduced from time to time pursuant to Section  2.05
(the  "Swing Line Facility") and (iii) in an amount for each such
Borrowing  not to exceed an amount equal to the amount  by  which
the  aggregate of the Unused Revolving Credit Commitments of  the
Revolving  Credit  Lenders at such time  exceeds  the  Commercial
Paper  Set-Aside Amount at such time; provided, however, that  if
at  any  time  of receipt by any Swing Line Bank of a  Notice  of
Swing Line Borrowing, (x) any Revolving Credit Lender shall be  a
Defaulting  Lender  or such Swing Line Bank  determines  in  good
faith that any Lender is reasonably likely to become a Defaulting
Lender  within the next 30 days (a "Potential Defaulting Lender")
and  (y)  the  sum  of  the  aggregate  Unused  Revolving  Credit
Commitments of the Revolving Credit Lenders (other than Revolving
Credit   Lenders  that  are  Defaulting  Lenders   or   Potential
Defaulting Lenders) plus the Commercial Paper Set-Aside Amount at
such  time  shall be less than the amount of the requested  Swing
Line  Borrowing, such Swing Line Bank shall not be  required  to,
but  may, if in its sole discretion it elects to do so, make  the
Swing  Line  Advance  requested in  such  Notice  of  Swing  Line
Borrowing.   No Swing Line Advance shall be used for the  purpose
of  funding  the  payment of principal of any  other  Swing  Line
Advance.   Each  Swing Line Borrowing shall be in  an  amount  of
$5,000,000  or  an  integral multiple  of  $1,000,000  in  excess
thereof  and  shall be made as a Base Rate Advance.   Within  the
limits  of the Swing Line Facility and within the limits referred
to  in clauses (i) and (iii) above (and if at the time of receipt
by  any Swing Line Bank of a Notice of Swing Line Borrowing,  any
Lender  shall  be  a Defaulting Lender or a Potential  Defaulting
Lender,  so  long as any Swing Line Bank, in its sole discretion,
elects  to  make  Swing Line Advances), the Borrower  may  borrow
under this Section 2.01(b), repay pursuant to Section 2.06(b)  or
prepay   pursuant  to  Section  2.10  and  reborrow  under   this
Section 2.01(b).

          (c)   Set-Aside  of Commitments to Backstop  Commercial
Paper.   At any time during which the Borrower has any Commercial
Paper  outstanding,  a  portion of the  Unused  Revolving  Credit
Commitments  in  an aggregate amount equal to the aggregate  face
amount  of such Commercial Paper outstanding at such time  shall,
without further action on the part of any party, be deemed to  be
reserved  for use as support for the obligations of the  Borrower
under  such  Commercial Paper; provided that the  reservation  of
Unused  Revolving Credit Commitments described  in  this  Section
2.01(c)  shall be increased or decreased accordingly upon  notice
from the Borrower to the Paying Agent at any time to reflect  the
Borrower's required liquidity reserves for Commercial Paper.  The
amount  of Revolving Credit Commitments so reserved at  any  time
pursuant  to  this Section 2.01(c) is referred to herein  as  the
"Commercial Paper Set-Aside Amount".

          SECTION  2.02.   Making  the  Regular  Advances.    (a)
Revolving  Credit  Advances.  Except  as  otherwise  provided  in
Section 2.02(b) and Section 2.16, each Revolving Credit Borrowing
shall  be  made  on  notice,  given not  later  than  11:00  A.M.
(New  York City time) on the third Business Day prior to the date
of  the  proposed Revolving Credit Borrowing in  the  case  of  a
Revolving   Credit  Borrowing  consisting  of   Eurodollar   Rate
Advances,  or the date of the proposed Revolving Credit Borrowing
in  the  case of a Revolving Credit Borrowing consisting of  Base
Rate  Advances, by the Borrower to the Paying Agent, which  shall
give to each Lender prompt notice thereof by telecopier or telex.
Each  such  notice of a Revolving Credit Borrowing (a "Notice  of
Revolving  Credit  Borrowing") shall be by  telephone,  confirmed
immediately  in writing, or telecopier or telex in  substantially
the  form of Exhibit B-1 hereto, specifying therein the requested
(i)  date  of  such  Revolving Credit  Borrowing,  (ii)  Type  of
Advances    comprising   such   Revolving    Credit    Borrowing,
(iii)  aggregate amount of such Revolving Credit  Borrowing,  and
(iv)  in  the case of a Revolving Credit Borrowing consisting  of
Eurodollar Rate Advances, initial Interest Period for  each  such
Revolving  Credit Advance.  Each Lender shall, before  1:00  P.M.
(New  York  City  time)  on  the date of  such  Revolving  Credit
Borrowing,  make  available  for the account  of  its  Applicable
Lending Office to the Paying Agent at the Paying Agent's Account,
in  same  day  funds,  such  Lender's  ratable  portion  of  such
Revolving Credit Borrowing.  After the Paying Agent's receipt  of
such funds and upon fulfillment of the applicable conditions  set
forth  in  Article  III, the Paying Agent will  make  such  funds
available to the Borrower at the Paying Agent's address  referred
to  in Section 8.02; provided, however, that, in the case of  any
such  Borrowing, the Paying Agent shall first make a  portion  of
such  funds equal to the aggregate principal amount of any  Swing
Line  Advances and Letter of Credit Advances made  by  any  Swing
Line  Bank  or any Issuing Bank, as the case may be, and  by  any
other Revolving Credit Lender and outstanding on the date of such
Revolving  Credit  Borrowing, plus interest  accrued  and  unpaid
thereon to and as of such date, available to such Swing Line Bank
or  such  Issuing  Bank,  as the case  may  be,  and  such  other
Revolving  Credit  Lenders  for  repayment  of  such  Swing  Line
Advances and Letter of Credit Advances.

          (b)   Swing  Line Advances.  Each Swing Line  Borrowing
shall  be  made  on  notice,  given not  later  than  11:00  A.M.
(New  York  City  time) on the date of the  proposed  Swing  Line
Borrowing, by the Borrower to any Swing Line Bank and the  Paying
Agent.  Each such notice of a Swing Line Borrowing (a "Notice  of
Swing   Line  Borrowing")  shall  be  by  telephone,    confirmed
immediately  in  writing,  or  telex  or  telecopier,  specifying
therein the requested (i) date of such Borrowing, (ii) amount  of
such  Borrowing  and  (iii)  maturity of  such  Borrowing  (which
maturity  shall  be  no  later than the  seventh  day  after  the
requested  date  of  such  Borrowing).  If,  in  accordance  with
Section 2.01(b), it makes the requested Swing Line Advance,  such
Swing  Line  Bank will make the amount thereof available  to  the
Paying  Agent at the Paying Agent's Account, in same  day  funds.
After  the  Paying  Agent's  receipt  of  such  funds  and   upon
fulfillment   of   the  applicable  conditions   set   forth   in
Article  III, the Paying Agent will make such funds available  to
the  Borrower  at  the  Paying Agent's  address  referred  to  in
Section 8.02.  Upon written demand by any Swing Line Bank with an
outstanding Swing Line Advance, with a copy of such demand to the
Paying  Agent, each other Revolving Credit Lender shall  purchase
from  such  Swing Line Bank, and such Swing Line Bank shall  sell
and assign to each such other Revolving Credit Lender, such other
Lender's Pro Rata Share of such outstanding Swing Line Advance as
of  the  date of such demand, by making available for the account
of  its  Applicable Lending Office to the Paying  Agent  for  the
account of such Swing Line Bank, by deposit to the Paying Agent's
Account, in same day funds, an amount equal to the portion of the
outstanding  principal amount of such Swing Line  Advance  to  be
purchased  by  such Lender.  The Borrower hereby agrees  to  each
such sale and assignment.  Each Revolving Credit Lender agrees to
purchase its Pro Rata Share of an outstanding Swing Line  Advance
on  (i) the Business Day on which demand therefor is made by  the
Swing  Line Bank that made such Advance, provided that notice  of
such  demand  is given not later than 11:00 A.M. (New  York  City
time)  on  such Business Day or (ii) the first Business Day  next
succeeding  such demand if notice of such demand is  given  after
such time.  Upon any such assignment by a Swing Line Bank to  any
other  Revolving  Credit  Lender of a portion  of  a  Swing  Line
Advance,  such  Swing Line Bank represents and warrants  to  such
other  Lender  that  such  Swing  Line  Bank  is  the  legal  and
beneficial owner of such interest being assigned by it, but makes
no other representation or warranty and assumes no responsibility
with  respect  to such Swing Line Advance, the Loan Documents  or
the  Borrower.   If  and to the extent that any Revolving  Credit
Lender  shall  not  have so made the amount of  such  Swing  Line
Advance  available  to  the Paying Agent, such  Revolving  Credit
Lender agrees to pay to the Paying Agent forthwith on demand such
amount together with interest thereon, for each day from the date
of  demand by such Swing Line Bank until the date such amount  is
paid  to  the Paying Agent, at the Federal Funds Rate.   If  such
Lender  shall pay to the Paying Agent such amount for the account
of  such Swing Line Bank on any Business Day, such amount so paid
in  respect  of principal shall constitute a Swing  Line  Advance
made  by  such Lender on such Business Day for purposes  of  this
Agreement, and the outstanding principal amount of the Swing Line
Advance  made  by such Swing Line Bank shall be reduced  by  such
amount on such Business Day.

          (c)   Anything in subsection (a) above to the  contrary
notwithstanding, (i) the Borrower may not select Eurodollar  Rate
Advances  for  any  Revolving Credit Borrowing if  the  aggregate
amount   of   such  Revolving  Credit  Borrowing  is  less   than
$10,000,000  or  if  the  obligation  of  the  Lenders  to   make
Eurodollar  Rate  Advances shall then be  suspended  pursuant  to
Section  2.08  or 2.12 and (ii) the Eurodollar Rate Advances  may
not  be  outstanding as part of more than ten separate  Revolving
Credit Borrowings.

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

          (e)  Unless the Paying Agent shall have received notice
from  a  Lender  prior to the date of any Regular Borrowing  that
such  Lender  will  not make available to the Paying  Agent  such
Lender's  ratable portion of such Regular Borrowing,  the  Paying
Agent may assume that such Lender has made such portion available
to  the  Paying Agent on the date of such Borrowing in accordance
with  subsection (a) or (b) of this Section 2.02 and  the  Paying
Agent  may,  in reliance upon such assumption, make available  to
the  Borrower on such date a corresponding amount.  If and to the
extent  that  such  Lender shall not have so  made  such  ratable
portion  available  to  the Paying Agent,  such  Lender  and  the
Borrower  severally agree to repay to the Paying 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
Paying  Agent, at (i) in the case of the Borrower,  the  interest
rate applicable at the time to Advances comprising such Borrowing
and (ii) in the case of such Lender, the Federal Funds Rate.   If
such  Lender  shall repay to the Paying Agent such  corresponding
amount,  such  amount  so repaid shall constitute  such  Lender's
Advance as part of such Borrowing for purposes of this Agreement.

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

          SECTION 2.03.  The Competitive Bid Advances.  (a)  Each
Lender  severally  agrees that the Borrower may make  Competitive
Bid  Borrowings under this Section 2.03 from time to time on  any
Business Day during the period from the Effective Date until  the
date  occurring  30  days prior to the Termination  Date  in  the
manner  set  forth below; provided that (x) such Competitive  Bid
Borrowing shall not exceed an amount equal to the amount by which
the  aggregate Unused Revolving Credit Commitments of the Lenders
in  effect immediately prior to giving effect to such Competitive
Bid  Borrowing exceeds the Commercial Paper Set-Aside  Amount  at
such  time  and (y) following the making of each Competitive  Bid
Borrowing,  the aggregate amount of the Competitive Bid  Advances
of all Lenders then outstanding shall not exceed $1,200,000,000:

          (i)    The  Borrower  may  request  a  Competitive  Bid
     Borrowing  under  this  Section 2.03 by  delivering  to  the
     Paying  Agent,  by  telecopier  or  telex,  a  notice  of  a
     Competitive  Bid  Borrowing (a "Notice  of  Competitive  Bid
     Borrowing"),  in  substantially  the  form  of  Exhibit  B-2
     hereto,  specifying therein the requested (v) date  of  such
     proposed Competitive Bid Borrowing, (w) aggregate amount  of
     such proposed Competitive Bid Borrowing, (x) in the case  of
     a   Competitive  Bid  Borrowing  consisting  of  LIBO   Rate
     Advances,  Interest Period, or in the case of a  Competitive
     Bid  Borrowing  consisting of Fixed Rate Advances,  maturity
     date for repayment of each Fixed Rate Advance to be made  as
     part  of such Competitive Bid Borrowing (which maturity date
     may  not be earlier than the date occurring 7 days after the
     date  of  such Competitive Bid Borrowing or later  than  the
     earlier  of  (I) 180 days after the date of such Competitive
     Bid  Borrowing and (II) the Termination Date), (y)  interest
     payment date or dates relating thereto, and (z) other  terms
     (if any) to be applicable to such Competitive Bid Borrowing,
     not  later than 10:00 A.M. (New York City time) (A) at least
     one   Business  Day  prior  to  the  date  of  the  proposed
     Competitive Bid Borrowing, if the Borrower shall specify  in
     the  Notice of Competitive Bid Borrowing that the  rates  of
     interest  to be offered by the Lenders shall be fixed  rates
     per  annum (the Advances comprising any such Competitive Bid
     Borrowing being referred to herein as "Fixed Rate Advances")
     and (B) at least four Business Days prior to the date of the
     proposed  Competitive Bid Borrowing, if the  Borrower  shall
     instead  specify in the Notice of Competitive Bid  Borrowing
     that the rates of interest be offered by the Lenders are  to
     be  based  on  the  LIBO Rate (the Advances comprising  such
     Competitive Bid Borrowing being referred to herein as  "LIBO
     Rate  Advances").  Each Notice of Competitive Bid  Borrowing
     shall  be  irrevocable  and binding on  the  Borrower.   The
     Paying  Agent shall in turn promptly notify each  Lender  of
     each request for a Competitive Bid Borrowing received by  it
     from  the  Borrower by sending such Lender  a  copy  of  the
     related Notice of Competitive Bid Borrowing.

          (ii)  Each  Lender may, if, in its sole discretion,  it
     elects  to  do  so, irrevocably offer to make  one  or  more
     Competitive  Bid Advances to the Borrower as  part  of  such
     proposed  Competitive Bid Borrowing at a rate  or  rates  of
     interest specified by such Lender in its sole discretion, by
     notifying  the Paying Agent (which shall give prompt  notice
     thereof  to the Borrower), before 10:00 A.M. (New York  City
     time)   on  the  date  of  such  proposed  Competitive   Bid
     Borrowing,  in  the  case  of  a Competitive  Bid  Borrowing
     consisting of Fixed Rate Advances and before 10:00 A.M. (New
     York  City time) three Business Days before the date of such
     proposed  Competitive  Bid  Borrowing,  in  the  case  of  a
     Competitive Bid Borrowing consisting of LIBO Rate  Advances,
     of the minimum amount and maximum amount of each Competitive
     Bid  Advance which such Lender would be willing to  make  as
     part  of  such  proposed Competitive  Bid  Borrowing  (which
     amounts may, subject to the proviso to the first sentence of
     this  Section 2.03(a), exceed such Lender's Revolving Credit
     Commitment, if any), the rate or rates of interest  therefor
     and such Lender's Applicable Lending Office with respect  to
     such  Competitive Bid Advance; provided that if  the  Paying
     Agent  in  its  capacity  as a Lender  shall,  in  its  sole
     discretion,  elect to make any such offer, it  shall  notify
     the  Borrower of such offer before 9:00 A.M. (New York  City
     time) on the date on which notice of such election is to  be
     given  to  the  Paying Agent by the other Lenders.   If  any
     Lender  shall elect not to make such an offer,  such  Lender
     shall  so  notify  the  Paying  Agent,  before  10:00   A.M.
     (New  York  City time) on the date on which notice  of  such
     election  is  to be given to the Paying Agent by  the  other
     Lenders,  and  such  Lender shall not be obligated  to,  and
     shall not, make any Competitive Bid Advance as part of  such
     Competitive Bid Borrowing; provided that the failure by  any
     Lender to give such notice shall not cause such Lender to be
     obligated  to make any Competitive Bid Advance  as  part  of
     such proposed Competitive Bid Borrowing.

          (iii)       The   Borrower  shall,  in   turn,   before
     11:00 A.M. (New York City time) on the date of such proposed
     Competitive Bid Borrowing, in the case of a Competitive  Bid
     Borrowing   consisting  of Fixed Rate  Advances  and  before
     1:00  P.M.  (New York City time) three Business Days  before
     the  date of such proposed Competitive Bid Borrowing, in the
     case  of a Competitive Bid Borrowing consisting of LIBO Rate
     Advances, either:

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

               (y)   accept one or more of the offers made by any
          Lender or Lenders pursuant to paragraph (ii) above,  in
          its  sole  discretion, by giving notice to  the  Paying
          Agent  of  the amount of each Competitive  Bid  Advance
          (which  amount  shall be equal to or greater  than  the
          minimum  amount, and equal to or less than the  maximum
          amount, notified to the Borrower by the Paying Agent on
          behalf  of such Lender for such Competitive Bid Advance
          pursuant  to paragraph (ii) above) to be made  by  each
          Lender  as part of such Competitive Bid Borrowing,  and
          reject any remaining offers made by Lenders pursuant to
          paragraph (ii) above by giving the Paying Agent  notice
          to  that effect.  The Borrower shall accept the  offers
          made  by any Lender or Lenders to make Competitive  Bid
          Advances in order of the lowest to the highest rates of
          interest  offered  by such Lenders.   If  two  or  more
          Lenders have offered the same interest rate, the amount
          to  be borrowed at such interest rate will be allocated
          among  such  Lenders in proportion to the  amount  that
          each such Lender offered at such interest rate.

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

          (v)   If the Borrower accepts one or more of the offers
     made by any Lender or Lenders pursuant to paragraph (iii)(y)
     above,  the  Paying  Agent  shall in  turn  promptly  notify
     (A)  each  Lender  that has made an offer  as  described  in
     paragraph  (ii) above, of the date and aggregate  amount  of
     such  Competitive Bid Borrowing and whether or not any offer
     or  offers  made  by such Lender pursuant to paragraph  (ii)
     above  have  been accepted by the Borrower, (B) each  Lender
     that  is  to make a Competitive Bid Advance as part of  such
     Competitive Bid Borrowing, of the amount of each Competitive
     Bid  Advance  to  be made by such Lender  as  part  of  such
     Competitive Bid Borrowing, and (C) each Lender  that  is  to
     make  a  Competitive Bid Advance as part of such Competitive
     Bid  Borrowing,  upon  receipt, that the  Paying  Agent  has
     received  forms  of  documents  appearing  to  fulfill   the
     applicable conditions set forth in Article III.  Each Lender
     that  is  to make a Competitive Bid Advance as part of  such
     Competitive Bid Borrowing shall, before 12:00 noon (New York
     City  time)  on  the date of such Competitive Bid  Borrowing
     specified  in  the  notice received from  the  Paying  Agent
     pursuant  to  clause (A) of the preceding  sentence  or  any
     later time when such Lender shall have received notice  from
     the  Paying  Agent pursuant to clause (C) of  the  preceding
     sentence,  make available for the account of its  Applicable
     Lending  Office  to the Paying Agent at the  Paying  Agent's
     Account,  in same day funds, such Lender's portion  of  such
     Competitive   Bid  Borrowing.   Upon  fulfillment   of   the
     applicable  conditions set forth in Article  III  and  after
     receipt by the Paying Agent of such funds, the Paying  Agent
     will make such funds available to the Borrower at the Paying
     Agent's address referred to in Section 8.02.  Promptly after
     each  Competitive Bid Borrowing the Paying Agent will notify
     each  Lender  of the amount and maturity of the  Competitive
     Bid  Borrowing  and the aggregate amount of the  Competitive
     Bid Advances outstanding immediately after giving effect  to
     such Competitive Bid Borrowing.

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

          (b)   Each  Competitive Bid Borrowing shall  be  in  an
aggregate  amount  of  $25,000,000 or  an  integral  multiple  of
$1,000,000  in excess thereof and, following the making  of  each
Competitive Bid Borrowing, the Borrower and each Lender shall  be
in  compliance with the limitations set forth in the  proviso  to
the first sentence of subsection (a) above.

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

          (d)   The Borrower shall repay to the Paying Agent  for
the  account  of  each  Lender that has made  a  Competitive  Bid
Advance,  on  the maturity date of each Competitive  Bid  Advance
(such  maturity  date being that specified by  the  Borrower  for
repayment  of such Competitive Bid Advance in the related  Notice
of    Competitive   Bid   Borrowing   delivered    pursuant    to
subsection (a)(i) above and provided in the Competitive Bid  Note
evidencing  such  Competitive  Bid  Advance),  the  then   unpaid
principal  amount of such Competitive Bid Advance.  The  Borrower
shall  have  no  right  to  prepay any principal  amount  of  any
Competitive  Bid  Advance unless, and then  only  on  the  terms,
agreed by the Lender of such Competitive Bid Advance.

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

          (f)   The  indebtedness of the Borrower resulting  from
each  Competitive Bid Advance made to the Borrower as part  of  a
Competitive Bid Borrowing shall, upon the request of  the  Lender
making  such Competitive Bid Advance, be evidenced by a  separate
Competitive Bid Note of the Borrower payable to the order of  the
Lender making such Competitive Bid Advance, which Competitive Bid
Note  shall  be  delivered by the Borrower to  the  Paying  Agent
promptly following the making of such Competitive Bid Advance  in
a  principal  amount  equal  to  the  principal  amount  of  such
Competitive Bid Advance.

          (g)   Upon  delivery of each Notice of Competitive  Bid
Borrowing, the Borrower shall pay a non-refundable fee of  $2,000
to the Paying Agent for its own account.

          (h)   Effective  as  of  the Effective  Date,  (i)  the
competitive bid advances made to the Borrower prior to such  date
by  Persons that are Lenders hereunder and set forth on  Schedule
2.03(h)  hereto  (each  such competitive  bid  advance  being  an
"Existing  Competitive  Bid Advance") in an  aggregate  principal
amount  not exceeding the total amount set forth on such Schedule
will  be  deemed  to have been made as, and be,  Competitive  Bid
Advances  hereunder and (ii) the Obligations of the  Borrower  in
respect  of  the  Existing  Competitive  Bid  Advances  shall  be
Obligations  of  the Borrower hereunder and shall  no  longer  be
Obligations  under the documents pursuant to which such  Existing
Competitive Bid Advances were initially made.

          SECTION  2.04.  Fees.  (a)  Facility Fee.  The Borrower
agrees  to pay to the Paying Agent for the account of each Lender
(other  than  the  Designated Bidders)  a  facility  fee  on  the
aggregate  amount  of such Lender's Revolving  Credit  Commitment
from  the date hereof in the case of each Initial Lender and from
the  effective  date specified in the Assignment  and  Acceptance
pursuant  to which it became a Lender in the case of  each  other
Lender  until the Termination Date at a rate per annum  equal  to
the  Facility Fee Percentage in effect from time to time, payable
in  arrears  quarterly  on  the last day  of  each  March,  June,
September and December, commencing September 30, 2001, and on the
Termination  Date;  provided,  however,  that  any  facility  fee
accrued  with  respect to the Revolving Credit  Commitment  of  a
Defaulting Lender during the period prior to the time such Lender
became  a Defaulting Lender and unpaid at such time shall not  be
payable  by  the  Borrower so long as  such  Lender  shall  be  a
Defaulting  Lender  except to the extent that such  facility  fee
shall  otherwise have been due and payable by the Borrower  prior
to  such  time; and provided further that no facility  fee  shall
accrue  on the Revolving Credit Commitment of a Defaulting Lender
so long as such Lender shall be a Defaulting Lender.

          (b)   Paying Agent's Fees.  The Borrower shall  pay  to
the  Paying Agent for its own account such fees as may from  time
to time be agreed between the Borrower and the Paying Agent.

          SECTION   2.05.   Termination  or  Reduction   of   the
Commitments.   The Borrower shall have the right, upon  at  least
three Business Days' notice to the Paying Agent, to terminate  in
whole  or reduce ratably in part the unused portion of the  Swing
Line  Facility and the Letter of Credit Facility and  the  Unused
Revolving   Credit  Commitments,  provided  that   each   partial
reduction shall be in the aggregate amount of $25,000,000  or  an
integral  multiple of $10,000,000 in excess thereof.   The  Swing
Line  Facility  and  the  Letter  of  Credit  Facility  shall  be
permanently  reduced  from  time to time  on  the  date  of  each
reduction in the Revolving Credit Facility by the amount, if any,
by  which the aggregate amount of the Swing Line Facility and the
Letter  of  Credit Facility, respectively, exceed  the  Revolving
Credit  Facility  after giving effect to such  reduction  of  the
Revolving Credit Facility.

          SECTION  2.06.   Repayment of  Regular  Advances.   (a)
Revolving Credit Advances. The Borrower shall repay to the Paying
Agent  for  the ratable account of the Lenders on the Termination
Date  the  aggregate  principal amount of  the  Revolving  Credit
Advances then outstanding.

          (b)  Swing Line Advances.  The Borrower shall repay  to
the Paying Agent for the account of each Swing Line Bank and each
other  Revolving  Lender that has made a Swing Line  Advance  the
outstanding principal amount of each Swing Line Advance  made  by
each of them on the earlier of the maturity date specified in the
applicable  Notice of Swing Line Borrowing (which maturity  shall
be no later than the seventh day after the requested date of such
Borrowing) and the Termination Date.

          (c)   Letter  of  Credit Advances.  The Borrower  shall
repay  to  the Paying Agent for the account of each Issuing  Bank
and each other Revolving Credit Lender that has made a Letter  of
Credit Advance the outstanding principal amount of each Letter of
Credit Advance made by each of them on demand.

          SECTION  2.07.   Interest  on  Regular  Advances.   (a)
Scheduled  Interest.   The Borrower shall  pay  interest  on  the
unpaid  principal amount of each Regular Advance  owing  to  each
Lender  from the date of such Advance until such principal amount
shall be paid in full, at the following rates per annum:

          (i)   Base Rate Advances.  During such periods as  such
     Advance  is a Base Rate Advance, a rate per annum  equal  at
     all  times  to the sum of (x) the Base Rate in  effect  from
     time  to time plus (y) the Applicable Margin in effect  from
     time  to  time plus (z) the Applicable Utilization  Fee,  if
     any,  in  effect  from  time  to time,  payable  in  arrears
     quarterly on the last day of each March, June, September and
     December during such periods and on the date such Base  Rate
     Advance shall be Converted or paid in full.

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

          (b)   Default Interest.  Upon the occurrence and during
the  continuance of an Event of Default, the Borrower  shall  pay
interest  on  (i)  the unpaid principal amount  of  each  Regular
Advance  owing to each Lender, payable in arrears  on  the  dates
referred  to  in clause (a)(i) or (a)(ii) above, at  a  rate  per
annum equal at all times to 2% per annum above the rate per annum
required to be paid on such Advance pursuant to clause (a)(i)  or
(a)(ii)  above and (ii) to the fullest extent permitted  by  law,
the amount of any interest, fee or other amount payable hereunder
that is not paid when due, from the date such amount shall be due
until  such  amount shall be paid in full, payable in arrears  on
the  date such amount shall be paid in full and on demand,  at  a
rate  per annum equal at all times to 2% per annum above the rate
per  annum required to be paid on Base Rate Advances pursuant  to
clause (a)(i) above.

          SECTION 2.08.  Interest Rate Determination.  (a)   Each
Reference  Bank  agrees  to furnish to the  Paying  Agent  timely
information  for the purpose of determining each Eurodollar  Rate
and  each  LIBO Rate when necessary.  If any one or more  of  the
Reference Banks shall not furnish such timely information to  the
Paying  Agent  for the purpose of determining any  such  interest
rate, the Paying Agent shall determine such interest rate on  the
basis  of timely information furnished by the remaining Reference
Banks.  The Paying Agent shall give prompt notice to the Borrower
and the Lenders of the applicable interest rate determined by the
Paying Agent for purposes of Section 2.07(a)(i) or (ii), and  the
rate, if any, furnished by each Reference Bank for the purpose of
determining the interest rate under Section 2.07(a)(ii).

          (b)   If, with respect to any Eurodollar Rate Advances,
the  Required Lenders notify the Paying Agent that the Eurodollar
Rate  for  any  Interest  Period  for  such  Advances  will   not
adequately  reflect the cost to such Required Lenders of  making,
funding  or maintaining their respective Eurodollar Rate Advances
for  such  Interest Period, the Paying Agent shall  forthwith  so
notify   the  Borrower  and  the  Lenders,  whereupon  (i)   each
Eurodollar  Rate Advance will automatically, on the last  day  of
the  then existing Interest Period therefor, Convert into a  Base
Rate Advance, and (ii) the obligation of the Lenders to make,  or
to  Convert  Revolving  Credit  Advances  into,  Eurodollar  Rate
Advances  shall be suspended until the Paying Agent shall  notify
the  Borrower and the Lenders that the circumstances causing such
suspension no longer exist.

          (c)   If the Borrower shall fail to select the duration
of  any  Interest  Period  for any Eurodollar  Rate  Advances  in
accordance  with  the provisions contained in the  definition  of
"Interest  Period"  in  Section  1.01,  the  Paying  Agent   will
forthwith  so  notify  the  Borrower and  the  Lenders  and  such
Advances will automatically, on the last day of the then existing
Interest Period therefor, Convert into Base Rate Advances.

          (d)    On  the  date  on  which  the  aggregate  unpaid
principal  amount  of  Eurodollar Rate  Advances  comprising  any
Borrowing   shall  be  reduced,  by  payment  or  prepayment   or
otherwise,   to  less  than  $10,000,000,  such  Advances   shall
automatically Convert into Base Rate Advances.

          (e)  Upon the occurrence and during the continuance  of
any  Event  of  Default, (i) each Eurodollar  Rate  Advance  will
automatically,  on  the  last day of the then  existing  Interest
Period  therefor, Convert into a Base Rate Advance and  (ii)  the
obligation  of the Lenders to make, or to Convert Advances  into,
Eurodollar  Rate Advances shall be suspended for the duration  of
such Event of Default.

          (f)   During  such time as the Eurodollar Rate  or  the
LIBO Rate, as the case may be, is determined by clause (a)(ii) of
the  definition thereof, respectively, if neither Reference  Bank
furnishes  timely information to the Paying Agent for determining
the Eurodollar Rate or LIBO Rate for any Eurodollar Rate Advances
or LIBO Rate Advances, as the case may be,

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

          (ii)  with  respect to Eurodollar Rate  Advances,  each
     such Advance will automatically, on the last day of the then
     existing Interest Period therefor, Convert into a Base  Rate
     Advance  (or  if such Advance is then a Base  Rate  Advance,
     will continue as a Base Rate Advance) until the Paying Agent
     shall   notify  the  Borrower  and  the  Lenders  that   the
     circumstances  causing  the suspension  of  Eurodollar  Rate
     Advances or LIBO Rate Advances no longer exist, and

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

          SECTION 2.09.  Optional Conversion of Revolving  Credit
Advances.   The  Borrower may, upon notice given  to  the  Paying
Agent not later than 11:00 A.M. (New York City time) on the third
Business  Day  prior to the date of the proposed  Conversion  and
subject  to  the  provisions of Sections 2.08 and  2.12,  on  any
Business  Day Convert all Revolving Credit Advances of  one  Type
comprising  the same Borrowing into Revolving Credit Advances  of
the  other  Type;  provided,  however,  that  any  Conversion  of
Eurodollar  Rate Advances into Base Rate Advances shall  be  made
only  on  the last day of an Interest Period for such  Eurodollar
Rate   Advances,  any  Conversion  of  Base  Rate  Advances  into
Eurodollar Rate Advances shall be in an amount not less than  the
minimum amount specified in Section 2.02(c) and no Conversion  of
any  Revolving  Credit  Advances shall result  in  more  separate
Revolving Credit Borrowings than permitted under Section 2.02(c).
Each  such  notice of a Conversion shall, within the restrictions
specified  above,  specify  (i)  the  date  of  such  Conversion,
(ii) the Revolving Credit Advances to be Converted, and (iii)  if
such Conversion is into Eurodollar Rate Advances, the duration of
the  initial Interest Period for each such Advance.  Each  notice
of Conversion shall be irrevocable and binding on the Borrower.

          SECTION  2.10.   Prepayments of Regular Advances.   (a)
Optional.   The Borrower may, upon at least three Business  Days'
notice  in  the  case of Eurodollar Rate Advances  and  same  day
notice  in  the case of Base Rate Advances, in each case  to  the
Paying  Agent  stating the proposed date and aggregate  principal
amount  of  the  prepayment, and if  such  notice  is  given  the
Borrower  shall, prepay the outstanding principal amount  of  the
Regular  Advances comprising part of the same Borrowing in  whole
or ratably in part, together with accrued interest to the date of
such  prepayment  on  the  principal  amount  prepaid;  provided,
however,  that  (x)  each  partial  prepayment  shall  be  in  an
aggregate principal amount of $10,000,000 or an integral multiple
of  $1,000,000 in excess thereof and (y) in the event of any such
prepayment  of a Eurodollar Rate Advance, the Borrower  shall  be
obligated to reimburse the Lenders in respect thereof pursuant to
Section 8.04(c).

          (b)   Mandatory.  (i) (A) The Borrower shall,  on  each
Business  Day,  prepay  an  aggregate  principal  amount  of  the
Revolving Credit Advances comprising part of the same Borrowings,
the  Swing Line Advances and the Letter of Credit Advances  equal
to  the  amount  by which (1) the sum of the aggregate  principal
amount  of (w) the Revolving Credit Advances, (x) the Swing  Line
Advances,  (y)  the  Letter  of  Credit  Advances  and  (z)   the
Competitive  Bid  Advances then outstanding  plus  the  aggregate
Available  Amount  of  all  Letters of  Credit  then  outstanding
exceeds (2) the amount by which (I) the Revolving Credit Facility
exceeds  (II)  the  Commercial Paper  Set-Aside  Amount  on  such
Business  Day.  Such prepayments of the Revolving Credit Facility
shall  be first applied to prepay Letter of Credit Advances  then
outstanding until such Advances are paid in full, second  applied
to  prepay  Swing  Line  Advances  then  outstanding  until  such
Advances  are paid in full and third applied to prepay  Revolving
Credit  Advances  then outstanding comprising part  of  the  same
Borrowings until such Advances are paid in full.

          (B)   The Borrower shall, on each Business Day  and  on
the  Termination Date, pay to the Paying Agent for deposit in the
Letter of Credit Collateral Account an amount sufficient to cause
the  aggregate  amount on deposit in such account  to  equal  the
amount by which the aggregate Available Amount of all Letters  of
Credit then outstanding exceeds the Letter of Credit Facility  on
such  Business Day or the Termination Date, as the case  may  be,
provided  that with respect to any payment to be made under  this
clause (B) on the Termination Date, the Borrower shall make  such
payment  or,  at its option, provide a "back-to-back"  letter  of
credit  to  the Issuing Banks that issued the Letters  of  Credit
outstanding  at such time in a form satisfactory to such  Issuing
Banks and the Paying Agent in their sole discretion, issued by  a
bank  satisfactory to such Issuing Banks and the Paying Agent  in
their  sole  discretion,  in an amount  equal  to  the  aggregate
Available Amount of the Letters of Credit then outstanding.

          (ii)       All  prepayments under this  subsection  (b)
shall be made together with accrued interest to the date of  such
prepayment on the principal amount prepaid.

          SECTION 2.11.  Increased Costs.  (a)  If, due to either
(i) the introduction of or any change in or in the interpretation
of  any  law  or  regulation  or (ii)  the  compliance  with  any
guideline  or request from any central bank or other governmental
authority  (whether or not having the force of law), there  shall
be  any  increase in the cost to any Lender Party of agreeing  to
make  or  making, funding or maintaining Eurodollar Rate Advances
or  LIBO  Rate Advances or of agreeing to issue or of issuing  or
maintaining  Letters of Credit (excluding for  purposes  of  this
Section 2.11 any such increased costs resulting from (i) Taxes or
Other  Taxes  (as  to which Section 2.14 shall govern)  and  (ii)
changes in the basis of taxation of overall net income or overall
gross  income by the United States or by the foreign jurisdiction
or  state  under the laws of which such Lender Party is organized
or has its Applicable Lending Office or any political subdivision
thereof), then the Borrower shall from time to time, upon  demand
by  such  Lender Party (with a copy of such demand to the  Paying
Agent),  pay  to the Paying Agent for the account of such  Lender
Party  additional  amounts sufficient to compensate  such  Lender
Party  for such increased cost; provided, however, that a  Lender
claiming additional amounts under this Section 2.11(a) agrees  to
use  reasonable efforts (consistent with its internal policy  and
legal  and  regulatory  restrictions) to  designate  a  different
Applicable  Lending  Office if the making of such  a  designation
would avoid the need for, or reduce the amount of, such increased
cost  that may thereafter accrue and would not, in the reasonable
judgment  of  such Lender, be otherwise disadvantageous  to  such
Lender.   A certificate as to the amount of such increased  cost,
submitted to the Borrower by such Lender, shall be conclusive and
binding for all purposes, absent manifest error.  If the Borrower
so  notifies the Paying Agent within ten Business Days after  any
Lender  notifies the Borrower of any increased cost  pursuant  to
the  foregoing provisions of this Section 2.11(a),  the  Borrower
may,  upon payment of such increased cost to such Lender, replace
such  Lender  with  a  Person that is  an  Eligible  Assignee  in
accordance  with the terms of Section 8.07 (and the Lender  being
so  replaced shall take all action as may be necessary to  assign
its  rights and obligations under this Agreement to such Eligible
Assignee).

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

          SECTION  2.12.  Illegality.  Notwithstanding any  other
provision  of  this  Agreement, if any Lender  shall  notify  the
Paying Agent that the introduction of or any change in or in  the
interpretation of any law or regulation makes it unlawful, or any
central bank or other governmental authority asserts that  it  is
unlawful,  for  any  Lender or its Eurodollar Lending  Office  to
perform  its  obligations  hereunder  to  make  Eurodollar   Rate
Advances  or LIBO Rate Advances or to fund or maintain Eurodollar
Rate   Advances  or  LIBO  Rate  Advances  hereunder,  (i)   each
Eurodollar Rate Advance or LIBO Rate Advance, as the case may be,
will  automatically, upon such demand, Convert into a  Base  Rate
Advance  or an Advance that bears interest at the rate set  forth
in  Section  2.07(a)(i),  as  the  case  may  be,  and  (ii)  the
obligation  of  the Lenders to make Eurodollar Rate  Advances  or
LIBO  Rate Advances or to Convert Revolving Credit Advances  into
Eurodollar  Rate  Advances shall be suspended  until  the  Paying
Agent  shall  notify  the  Borrower  and  the  Lenders  that  the
circumstances causing such suspension no longer exist.

          SECTION  2.13.   Payments and Computations.   (a)   The
Borrower  shall make each payment hereunder and under  the  Notes
not later than 1:00 P.M. (New York City time) on the day when due
in U.S. dollars to the Paying Agent at the Paying Agent's Account
in  same  day  funds.  The Paying Agent will promptly  thereafter
cause  to  be distributed like funds relating to the  payment  of
principal  or  interest  or  facility fees  ratably  (other  than
amounts payable pursuant to Section 2.04(b), 2.11, 2.14, 8.04(c))
to  the  Lenders  for the account of their respective  Applicable
Lending  Offices, and like funds relating to the payment  of  any
other amount payable to any Lender Party to such Lender Party for
the account of its Applicable Lending Office, in each case to  be
applied in accordance with the terms of this Agreement.  Upon its
acceptance of an Assignment and Acceptance and recording  of  the
information  contained  therein  in  the  Register  pursuant   to
Section  8.07(i), from and after the effective date specified  in
such  Assignment and Acceptance, the Paying Agent shall make  all
payments hereunder and under the Notes in respect of the interest
assigned thereby to the Lender Party assignee thereunder, and the
parties  to  such  Assignment  and  Acceptance  shall  make   all
appropriate  adjustments in such payments for  periods  prior  to
such effective date directly between themselves.

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

          (c)   All computations of interest, fees and Letter  of
Credit commissions shall be made by the Paying Agent on the basis
of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in
the  period  for  which such interest, fees  or  commissions  are
payable.   Each determination by the Paying Agent of an  interest
rate,  facility fee or commission hereunder shall  be  conclusive
and binding for all purposes, absent manifest error.

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

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

          SECTION 2.14.  Taxes.  (a)  Any and all payments by the
Borrower  hereunder  or  under  the  Notes  shall  be  made,   in
accordance  with  Section 2.13, free and  clear  of  and  without
deduction  for  any  and  all present or  future  taxes,  levies,
imposts, deductions, charges or withholdings, and all liabilities
with respect thereto, excluding, in the case of each Lender Party
and  any  Agent,  taxes imposed on its overall  net  income,  and
franchise taxes imposed on it in lieu of net income taxes, by the
jurisdiction  under the laws of which such Lender Party  or  such
Agent  (as  the  case  may  be)  is organized  or  any  political
subdivision thereof and, in the case of each Lender Party,  taxes
imposed on its overall net income, and franchise taxes imposed on
it  in  lieu  of  net income taxes, by the jurisdiction  of  such
Lender   Party's  Applicable  Lending  Office  or  any  political
subdivision   thereof  (all  such  non-excluded  taxes,   levies,
imposts,  deductions, charges, withholdings  and  liabilities  in
respect   of   payments  hereunder  or  under  the  Notes   being
hereinafter  referred to as "Taxes").  If the Borrower  shall  be
required by law to deduct any Taxes from or in respect of any sum
payable  hereunder or under any Note to any Lender Party  or  any
Agent, (i) the sum payable shall be increased as may be necessary
so   that   after  making  all  required  deductions   (including
deductions  applicable  to additional  sums  payable  under  this
Section  2.14) such Lender Party or such Agent (as the  case  may
be)  receives  an amount equal to the sum it would have  received
had  no  such deductions been made, (ii) the Borrower shall  make
such  deductions and (iii) the Borrower shall pay the full amount
deducted to the relevant taxation authority or other authority in
accordance with applicable law.

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

          (c)  The Borrower shall indemnify each Lender Party and
each  Agent for and hold it harmless against the full  amount  of
Taxes or Other Taxes (including, without limitation, taxes of any
kind  imposed by any jurisdiction on amounts payable  under  this
Section  2.14)  imposed on or paid by such Lender Party  or  such
Agent   (as  the  case  may  be)  and  any  liability  (including
penalties,  interest  and  expenses) arising  therefrom  or  with
respect  thereto.  This indemnification shall be made  within  30
days  from the date such Lender Party or such Agent (as the  case
may be) makes written demand therefor.

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

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

          (f)   For  any  period with respect to which  a  Lender
Party  has  failed to provide the Borrower with  the  appropriate
form described in Section 2.14(e) (other than if such failure  is
due  to a change in law occurring subsequent to the date on which
a  form  originally was required to be provided, or if such  form
otherwise  is  not  required under subsection  (e)  above),  such
Lender  Party  shall  not  be entitled to  indemnification  under
Section  2.14(a)  or  (c) with respect to Taxes  imposed  by  the
United States by reason of such failure; provided, however,  that
should  a  Lender Party become subject to Taxes  because  of  its
failure to deliver a form required hereunder, the Borrower  shall
take  such steps as the Lender Party shall reasonably request  to
assist the Lender Party to recover such Taxes.

          (g)   Any  Lender Party claiming any additional amounts
payable  pursuant to this Section 2.14 agrees to  use  reasonable
efforts  (consistent  with  its internal  policy  and  legal  and
regulatory  restrictions)  to  change  the  jurisdiction  of  its
Eurodollar  Lending Office if the making of such a  change  would
avoid  the need for, or reduce the amount of, any such additional
amounts  that  may  thereafter  accrue  and  would  not,  in  the
reasonable   judgment   of  such  Lender  Party,   be   otherwise
disadvantageous to such Lender Party.

          SECTION 2.15.  Sharing of Payments, Etc.  If any Lender
shall obtain any payment (whether voluntary, involuntary, through
the exercise of any right of set-off, or otherwise) on account of
the Advances owing to it (other than pursuant to Section 2.04(b),
2.11, 2.14 or 8.04) in excess of its ratable share of payments on
account of the Revolving Credit Advances, Swing Line Advances  or
Letter  of  Credit  Advances obtained by all  the  Lenders,  such
Lender  shall  forthwith  purchase from the  other  Lenders  such
participations  in  the  Revolving Credit  Advances,  Swing  Line
Advances  or Letter of Credit Advances owing to them as shall  be
necessary  to  cause such purchasing Lender to share  the  excess
payment ratably with each of them; provided, however, that if all
or  any  portion  of such excess payment is thereafter  recovered
from such purchasing Lender, such purchase from each Lender shall
be rescinded and such Lender shall repay to the purchasing Lender
the  purchase price to the extent of such recovery together  with
an  amount equal to such Lender's ratable share (according to the
proportion of (i) the amount of such Lender's required  repayment
to (ii) the total amount so recovered from the purchasing Lender)
of any interest or other amount paid or payable by the purchasing
Lender in respect of the total amount so recovered.  The Borrower
agrees that any Lender so purchasing a participation from another
Lender  pursuant to this Section 2.15 may, to the fullest  extent
permitted  by law, exercise all its rights of payment  (including
the right of set-off) with respect to such participation as fully
as if such Lender were the direct creditor of the Borrower in the
amount of such participation.

          SECTION  2.16.  Letters of Credit.  (a)  The Letter  of
Credit  Facility.   Each Issuing Bank severally  agrees,  on  the
terms  and conditions hereinafter set forth, to issue letters  of
credit  (together  with  the  Existing  Letters  of  Credit,  the
"Letters of Credit") for the account of the Borrower specified by
the  Borrower  from time to time on any Business Day  during  the
period  from the date hereof until 10 days before the Termination
Date  (i)  in  an aggregate Available Amount for all  Letters  of
Credit issued by such Issuing Bank not to exceed at any time such
Issuing  Bank's  Letter  of Credit Commitment  (or  such  greater
amount as such Issuing Bank shall agree) and (ii) in an Available
Amount  for  each such Letter of Credit not to exceed  an  amount
equal  to (1) the lesser of (x) the Letter of Credit Facility  at
such  time and (y) an amount equal to the Unused Revolving Credit
Commitments of the Revolving Credit Lenders at such time less (2)
the  sum  of  the  Commercial  Paper  Set-Aside  Amount  and  the
Electronic  L/C Reserve then in effect, provided that no  Standby
Letters of Credit shall be denominated in an Alternative Currency
and  no  Trade  Letter of Credit denominated  in  an  Alternative
Currency shall be issued if the aggregate Available Amount of all
outstanding   Letters  of  Credit  denominated   in   Alternative
Currencies  shall exceed the equivalent Dollar amount, determined
in  accordance with Section 1.04, of $25,000,000.  No  Letter  of
Credit shall have an expiration date (including all rights of the
Borrower  or the beneficiary to require renewal) later  than  the
earlier  of (A) in the case of a Letter of Credit denominated  in
an Alternative Currency, 60 days before the Termination Date, and
in  all other cases, 10 days before the Termination Date and  (B)
(1) in the case of a Standby Letter of Credit, one year after the
date  of issuance thereof (but such Standby Letter of Credit  may
by  its terms be automatically renewable annually upon notice  (a
"Notice  of Renewal") given to the Issuing Bank that issued  such
Standby Letter of Credit and the Paying Agent on or prior to  any
date for notice of renewal set forth in such Letter of Credit but
in  any  event at least three Business Days prior to the date  of
the  proposed renewal of such Standby Letter of Credit  and  upon
fulfillment of the applicable conditions set forth in Article III
unless  such Issuing Bank has notified the Borrower (with a  copy
to  the  Paying  Agent) on or prior to the  date  for  notice  of
termination set forth in such Letter of Credit but in  any  event
at  least 30 Business Days prior to the date of automatic renewal
of  its  election not to renew such Standby Letter of  Credit  (a
"Notice  of Termination")) and (2) in the case of a Trade  Letter
of  Credit, one year after the date of issuance thereof; provided
that  the  terms  of  each  Standby  Letter  of  Credit  that  is
automatically  renewable annually shall (x) require  the  Issuing
Bank  that  issued  such Standby Letter of  Credit  to  give  the
beneficiary named in such Standby Letter of Credit notice of  any
Notice  of Termination, (y) permit such beneficiary, upon receipt
of such notice, to draw under such Standby Letter of Credit prior
to  the  date such Standby Letter of Credit otherwise would  have
been automatically renewed and (z) not permit the expiration date
(after  giving effect to any renewal) of such Standby  Letter  of
Credit  in  any  event to be extended to a date after  the  dates
referred  to in clause (A) above.  If either a Notice of  Renewal
is  not given by the Borrower or a Notice of Termination is given
by   the  relevant  Issuing  Bank  pursuant  to  the  immediately
preceding sentence, such Standby Letter of Credit shall expire on
the  date  on  which  it otherwise would have been  automatically
renewed;  provided, however, that even in the absence of  receipt
of  a  Notice  of Renewal the relevant Issuing Bank  may  in  its
discretion, unless instructed to the contrary by the Paying Agent
or  the  Borrower, deem that a Notice of Renewal had been  timely
delivered  and in such case, a Notice of Renewal shall be  deemed
to  have been so delivered for all purposes under this Agreement.
Within  the limits of the Letter of Credit Facility, and  subject
to  the  limits referred to above, the Borrower may  request  the
issuance  of Letters of Credit under this Section 2.16(a),  repay
any  Letter of Credit Advances resulting from drawings thereunder
pursuant   to  Section  2.16(c)  and  request  the  issuance   of
additional  Letters  of Credit under this Section  2.16(a).   The
Borrower and any one Issuing Bank (the "Electronic Issuing Bank")
may from time to time agree to reserve under the Letter of Credit
Facility  an amount (the "Electronic L/C Reserve") not to  exceed
the  Letter  of  Credit  Facility, which  reserve  shall  (A)  be
available  solely  for  electronically issued  Trade  Letters  of
Credit  from time to time in accordance with customary procedures
applicable thereto and each such electronically issued Letter  of
Credit  (an  "Electronic L/C") shall be considered  a  Letter  of
Credit  for  all  purposes  under  this  Agreement  and  (B)   be
established or revised upon not less than 2 Business Days'  prior
written  notice  thereof from the Borrower to the  Paying  Agent,
provided that, upon the occurrence and during the continuance  of
an  Event  of Default, the ability to establish and maintain  the
Electronic  L/C  Reserve and the ability of an  Issuing  Bank  to
electronically issue Trade Letters of Credit under this Agreement
shall be suspended.

          (b)   Request for Issuance.  (i)  Each Letter of Credit
shall  be  issued  upon notice, given not later than  11:00  A.M.
(New York City time) on the second Business Day prior to the date
of  the  proposed  issuance  of such Letter  of  Credit,  by  the
Borrower  to  any Issuing Bank or by such later date  as  may  be
agreed  by  the  Borrower and such Issuing Bank (subject  to  the
proviso  to  the last sentence in Section 2.16(a)),  which  shall
give  to the Paying Agent and each Revolving Credit Lender prompt
notice  thereof by telex or telecopier); provided, however,  that
the  Borrower  may  request (and if such  request  is  made,  the
Borrower shall represent and warrant that, after giving effect to
such  issuance,  the  aggregate Available Amount  of  Letters  of
Credit outstanding does not exceed the Letter of Credit Facility)
and the Electronic Issuing Bank may issue Electronic L/Cs without
the  giving of notice thereof by such Issuing Bank to the  Paying
Agent  and  each  Revolving Credit Lender unless  and  until  the
Paying  Agent  has notified such Issuing Bank that it  must  give
such  notice  prior  to any issuance of Letters  of  Credit  and,
provided  further that the amount, if any, of the Electronic  L/C
Reserve  shall  reduce  the  amount of non-electronically  issued
Trade Letters of Credit that may be issued.  Each such notice  of
issuance of a Letter of Credit (a "Notice of Issuance") shall  be
by  telephone,  confirmed immediately in  writing,  or  telex  or
telecopier,  specifying therein the requested (A)  date  of  such
issuance (which shall be a Business Day), (B) Available Amount of
such  Letter  of  Credit, (C) expiration date of such  Letter  of
Credit, (D) name and address of the beneficiary of such Letter of
Credit  and  (E)  form  of such Letter of Credit,  and  shall  be
accompanied  by  such  application and agreement  for  letter  of
credit  as such Issuing Bank may specify to the Borrower for  use
in  connection with such requested Letter of Credit  or,  in  the
case  of  Electronic  L/Cs,  shall be subject  to  the  agreement
entered  into  with  the  Electronic Issuing  Bank  with  respect
thereto  (in  each  case,  a "Letter of Credit  Agreement").   If
(x)  the  requested form of such Letter of Credit  is  reasonably
acceptable to such Issuing Bank in its sole discretion and (y) it
has  not  received notice of objection to such  issuance  on  the
grounds  that  the Borrower has failed to satisfy the  conditions
set forth in Section 3.02 from the Required Lenders, such Issuing
Bank  will,  upon  fulfillment of the applicable  conditions  set
forth in Article III, make such Letter of Credit available to the
Borrower  at  its  office  referred to  in  Section  8.02  or  as
otherwise  agreed  with  the Borrower  in  connection  with  such
issuance.  In the event and to the extent that the provisions  of
any   Letter  of  Credit  Agreement  shall  conflict  with   this
Agreement, the provisions of this Agreement shall govern.

          (ii)  Each Issuing Bank shall furnish (A) to the Paying
Agent  on  the  first Business Day of each week a written  report
summarizing  issuance and expiration dates of Letters  of  Credit
issued by such Issuing Bank during the previous week and drawings
during  such  week  under all Letters of Credit  issued  by  such
Issuing  Bank, (B) to each Revolving Credit Lender on  the  first
Business  Day of each month a written report summarizing issuance
and  expiration dates of Letters of Credit issued by such Issuing
Bank  during the preceding month and drawings during  such  month
under  all  Letters  of Credit issued by such  Issuing  Bank  and
(C)  to the Paying Agent and each Revolving Credit Lender on  the
first  Business  Day of each calendar quarter  a  written  report
setting forth the average daily aggregate Available Amount during
the preceding calendar quarter of all Letters of Credit issued by
such Issuing Bank.

          (c)   Drawing  and Reimbursement.  Unless the  Borrower
shall  have  paid  the  Paying  Agent  for  the  account  of  the
applicable  Issuing Bank simultaneously with  or  prior  to  such
Issuing Bank's payment of a draft drawn under a Letter of  Credit
issued  by it in accordance with the terms of Section 2.16(a)  an
amount  equal  to the amount of such payment (such amount  to  be
notified to the Borrower by the Issuing Bank on the Business  Day
immediately  preceding any such payment),  the  payment  by  such
Issuing  Bank  of a draft drawn under any such Letter  of  Credit
shall constitute for all purposes of this Agreement the making by
such Issuing Bank of a Letter of Credit Advance, which shall be a
Base Rate Advance, in the amount of such draft or, in the case of
any such Letter of Credit denominated in an Alternative Currency,
an  amount  equal to the Dollar equivalent of such  draft.   Upon
written demand by any Issuing Bank with an outstanding Letter  of
Credit  Advance, with a copy of such demand to the Paying  Agent,
each  Revolving  Credit Lender shall purchase from  such  Issuing
Bank,  and  such Issuing Bank shall sell and assign to each  such
Revolving  Credit Lender, such Lender's Pro Rata  Share  of  such
outstanding  Letter  of Credit Advance as of  the  date  of  such
purchase,  by making available for the account of its  Applicable
Lending  Office  to  the Paying Agent for  the  account  of  such
Issuing  Bank, by deposit to the Paying Agent's Account, in  same
day  funds,  an  amount equal to the portion of  the  outstanding
principal amount of such Letter of Credit Advance to be purchased
by such Lender.  The Borrower hereby agrees to each such sale and
assignment.  Each Revolving Credit Lender agrees to purchase  its
Pro  Rata  Share  of an outstanding Letter of Credit  Advance  on
(i)  the  Business Day on which demand therefor is  made  by  the
Issuing  Bank  which made such Advance, provided notice  of  such
demand is given not later than 11:00 A.M. (New York City time) on
such  Business Day or (ii) the first Business Day next succeeding
such  demand if notice of such demand is given after  such  time.
Upon  any  such  assignment by an Issuing Bank to  any  Revolving
Credit  Lender  of a portion of a Letter of Credit Advance,  such
Issuing  Bank  represents and warrants to such Lender  that  such
Issuing  Bank is the legal and beneficial owner of such  interest
being  assigned by it, free and clear of any liens, but makes  no
other  representation or warranty and assumes  no  responsibility
with respect to such Letter of Credit Advance, the Loan Documents
or  the Borrower.  If and to the extent that any Revolving Credit
Lender shall not have so made the amount of such Letter of Credit
Advance  available  to  the Paying Agent, such  Revolving  Credit
Lender agrees to pay to the Paying Agent forthwith on demand such
amount together with interest thereon, for each day from the date
of demand by such Issuing Bank until the date such amount is paid
to the Paying Agent, at the Federal Funds Rate for its account or
the  account of such Issuing Bank, as applicable.  If such Lender
shall pay to the Paying Agent such amount for the account of such
Issuing  Bank on any Business Day, such amount so paid in respect
of  principal shall constitute a Letter of Credit Advance made by
such  Lender on such Business Day for purposes of this Agreement,
and  the  outstanding principal amount of the  Letter  of  Credit
Advance made by such Issuing Bank shall be reduced by such amount
on  such Business Day.  For purposes of this subsection (c),  the
equivalent Dollar amount of any reimbursement obligation  of  the
Borrower  in  respect of any Letter of Credit denominated  in  an
Alternative  Currency,  and of any obligation  of  the  Revolving
Credit  Lenders to pay to the applicable Issuing Bank  their  Pro
Rata  Share  of drafts drawn under any Letter of Credit  that  is
denominated  in an Alternative Currency, shall be  determined  by
using  the quoted spot rate at which the applicable Issuing  Bank
offers  to exchange Dollars for such Alternative Currency at  the
office   where  the  draft  giving  rise  to  such  reimbursement
obligation was presented at 11:00 A.M. local time for such office
on  the date on which the applicable Issuing Bank honors a  draft
drawn under such Letter of Credit.  The applicable Issuing Bank's
determination  of  each spot rate of exchange  pursuant  to  this
Section  2.16(c) shall be final and conclusive in the absence  of
manifest error.

          (d)   Failure  to Make Letter of Credit Advances.   The
failure of any Lender to make the Letter of Credit Advance to  be
made  by  it on the date specified in Section 2.16(c)  shall  not
relieve any other Lender of its obligation hereunder to make  its
Letter  of  Credit Advance on such date, but no Lender  shall  be
responsible  for  the failure of any other  Lender  to  make  the
Letter of Credit Advance to be made by such other Lender on  such
date.

          (e)   Obligations  Absolute.  The  Obligations  of  the
Borrower under this Agreement, any Letter of Credit Agreement and
any  other  agreement or instrument relating  to  any  Letter  of
Credit shall be unconditional and irrevocable, and shall be  paid
strictly  in  accordance with the terms of this  Agreement,  such
Letter of Credit Agreement and such other agreement or instrument
under  all  circumstances,  including,  without  limitation,  the
following circumstances:

          (i)   any  lack of validity or enforceability  of  this
     Agreement,  any  Note, any Letter of Credit  Agreement,  any
     Letter  of  Credit  or  any  other agreement  or  instrument
     relating  thereto (all of the foregoing being, collectively,
     the "L/C Related Documents");

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

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

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

          (v)   payment  by any Issuing Bank under  a  Letter  of
     Credit  against presentation of a draft or certificate  that
     does  not  strictly comply with the terms of such Letter  of
     Credit,  unless  such draft or certificate is  substantially
     different from the applicable form specified by such  Letter
     of Credit;

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

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

          (f)   Compensation.  (i)  The Borrower shall pay to the
Paying  Agent for the account of each Revolving Credit  Lender  a
commission  on such Lender's Pro Rata Share of the average  daily
aggregate  Available Amount of (A) all Standby Letters of  Credit
outstanding  from time to time at a rate per annum equal  to  the
Applicable Margin in effect from time to time for Eurodollar Rate
Advances  and  (B)  all Trade Letters of Credit outstanding  from
time  to time at a rate per annum equal to the Applicable  Margin
in  effect from time to time for Trade Letters of Credit, in each
case,  calculated  for the quarterly period ending  on  the  last
Business  Day  of  each March, June, September and  December  and
payable in arrears on the fifth Business Day following each  such
period, and on the Termination Date.

          (ii)  The Borrower shall pay to each Issuing Bank,  for
its  own account, such commissions, issuance fees, fronting fees,
transfer  fees and other fees and charges in connection with  the
issuance  or  administration of each  Letter  of  Credit  as  the
Borrower and such Issuing Bank shall agree.

          (g)   Existing Letters of Credit.  Effective as of  the
Effective  Date (i) the letters of credit issued for the  account
of  the  Borrower prior to such date by Persons that are  Issuing
Banks  hereunder and set forth on Schedule 2.16(g)  hereto  (such
letters of credit being the "Existing Letters of Credit")  in  an
aggregate face amount not exceeding the total amount set forth on
such  Schedule  will be deemed to have been issued  as,  and  be,
Letters  of  Credit  hereunder and (ii) the Existing  Letters  of
Credit and the reimbursement obligations in respect thereof shall
be  Obligations of the Borrower hereunder and shall no longer  be
Obligations  under the documents pursuant to which such  Existing
Letters of Credit were initially issued.

          SECTION  2.17.  Use of Proceeds.  The proceeds  of  the
Advances  shall  be available (and the Borrower  agrees  that  it
shall use such proceeds) solely for general corporate purposes of
the Borrower and its Subsidiaries.

          SECTION 2.18.  Defaulting Lenders.  (a)  If at any  one
time,  (i)  any  Lender shall be a Defaulting Lender,  (ii)  such
Defaulting  Lender shall owe a Defaulted Advance to the  Borrower
and  (iii)  the  Borrower shall be required to make  any  payment
hereunder or under any other Loan Document to or for the  account
of  such Defaulting Lender, then the Borrower may, so long as  no
Default  shall  occur or be continuing at such time  and  to  the
fullest  extent  permitted by applicable law:  (x)  replace  such
Lender  with a Person that is an Eligible Assignee in  accordance
with  the terms of Section 8.07 (and the Lender being so replaced
shall  take  all action as may be necessary to assign its  rights
and  obligations under this Agreement to such Eligible  Assignee)
and  (y)  set  off  and  otherwise apply the  Obligation  of  the
Borrower  to  make  such payment to or for the  account  of  such
Defaulting  Lender  against  the obligation  of  such  Defaulting
Lender  to  make  such Defaulted Advance.  If  on  any  date  the
Borrower  shall so set off and otherwise apply its Obligation  to
make  any  such payment against the obligation of such Defaulting
Lender  to  make any such Defaulted Advance on or prior  to  such
date, the amount so set off and otherwise applied by the Borrower
shall constitute for all purposes of this Agreement and the other
Loan  Documents an Advance by such Defaulting Lender made on such
date  under the Facility pursuant to which such Defaulted Advance
was   originally   required  to  have  been  made   pursuant   to
Section  2.01.   Such Advance shall be a Base  Rate  Advance  and
shall  be  considered,  for all purposes of  this  Agreement,  to
comprise  part  of the Borrowing in connection  with  which  such
Defaulted  Advance  was originally required  to  have  been  made
pursuant  to Section 2.01, even if the other Advances  comprising
such Borrowing shall be Eurodollar Rate Advances on the date such
Advance  is  deemed to be made pursuant to this  subsection  (a).
The  Borrower  shall  notify the Paying Agent  at  any  time  the
Borrower  exercises  its  right  of  set-off  pursuant  to   this
subsection (a) and shall set forth in such notice (A) the name of
the  Defaulting Lender and the Defaulted Advance required  to  be
made  by  such Defaulting Lender and (B) the amount set  off  and
otherwise  applied in respect of such Defaulted Advance  pursuant
to  this  subsection (a).  Any portion of such payment  otherwise
required to be made by the Borrower to or for the account of such
Defaulting  Lender  that  is paid by the Borrower,  after  giving
effect  to  the  amount  set  off and otherwise  applied  by  the
Borrower pursuant to this subsection (a), shall be applied by the
Paying  Agent  as  specified in subsection (b)  or  (c)  of  this
Section 2.18.

          (b)   If  at  any one time (i) any Lender  shall  be  a
Defaulting  Lender,  (ii)  such Defaulting  Lender  shall  owe  a
Defaulted Amount to the Paying Agent or any of the other  Lenders
and  (iii) the Borrower shall make any payment hereunder or under
any  other  Loan Document to the Paying Agent for the account  of
such  Defaulting Lender, then the Paying Agent may, on its behalf
or  on  behalf  of such other Lenders and to the  fullest  extent
permitted  by  applicable law, apply at such time the  amount  so
paid  by  the  Borrower to or for the account of such  Defaulting
Lender to the payment of each such Defaulted Amount to the extent
required to pay such Defaulted Amount.  If the Paying Agent shall
so  apply  any  such amount to the payment of any such  Defaulted
Amount  on  any date, the amount so applied by the  Paying  Agent
shall constitute for all purposes of this Agreement and the other
Loan  Documents payment, to such extent, of such Defaulted Amount
on  such  date.  Any such amount so applied by the  Paying  Agent
shall  be  retained  by the Paying Agent or  distributed  by  the
Paying  Agent  to such other Lenders, ratably in accordance  with
the respective portions of such Defaulted Amounts payable at such
time  to  the  Paying Agent and such other Lenders  and,  if  the
amount of such payment made by the Borrower shall at such time be
insufficient to pay all Defaulted Amounts owing at such  time  to
the Paying Agent and the other Lenders, in the following order of
priority:

          (i)   first,  to  the  Paying Agent for  any  Defaulted
     Amount then owing to the Paying Agent; and

          (ii)  second,  to any other Lenders for  any  Defaulted
     Amounts  then  owing  to  such  other  Lenders,  ratably  in
     accordance with such respective Defaulted Amounts then owing
     to such other Lenders.

Any  portion of such amount paid by the Borrower for the  account
of  such Defaulting Lender remaining after giving effect  to  the
amount   applied   by   the  Paying  Agent   pursuant   to   this
subsection (b) shall be applied by the Paying Agent as  specified
in subsection (c) of this Section 2.18.

          (c)   If  at  any one time (i) any Lender  shall  be  a
Defaulting Lender, (ii) such Defaulting Lender shall  not  owe  a
Defaulted  Advance or a Defaulted Amount and (iii) the  Borrower,
the Paying Agent or any other Lender shall be required to pay  or
distribute any amount hereunder or under any other Loan  Document
to  or  for  the  account  of such Defaulting  Lender,  then  the
Borrower or such other Lender shall pay such amount to the Paying
Agent  to  be  held  by the Paying Agent, to the  fullest  extent
permitted by applicable law, in escrow or the Paying Agent shall,
to the fullest extent permitted by applicable law, hold in escrow
such  amount otherwise held by it.  Any funds held by the  Paying
Agent  in escrow under this subsection (c) shall be deposited  by
the  Paying  Agent in an account with Citibank, in the  name  and
under  the  control  of  the Paying Agent,  but  subject  to  the
provisions of this subsection (c).  The terms applicable to  such
account,  including the rate of interest payable with respect  to
the  credit balance of such account from time to time,  shall  be
Citibank's   standard  terms  applicable   to   escrow   accounts
maintained  with it.  Any interest credited to such account  from
time  to time shall be held by the Paying Agent in escrow  under,
and  applied by the Paying Agent from time to time in  accordance
with  the  provisions of, this subsection (c).  The Paying  Agent
shall,  to the fullest extent permitted by applicable law,  apply
all  funds  so  held in escrow from time to time  to  the  extent
necessary  to  make  any Advances required to  be  made  by  such
Defaulting  Lender  and  to  pay  any  amount  payable  by   such
Defaulting Lender hereunder and under the other Loan Documents to
the  Paying Agent or any other Lender, as and when such  Advances
or  amounts are required to be made or paid and, if the amount so
held in escrow shall at any time be insufficient to make and  pay
all such Advances and amounts required to be made or paid at such
time, in the following order of priority:

          (i)  first, to the Paying Agent for any amount then due
     and  payable  by such Defaulting Lender to the Paying  Agent
     hereunder;

          (ii)  second, to any other Lenders for any amount  then
     due  and  payable by such Defaulting Lender  to  such  other
     Lenders   hereunder,   ratably  in  accordance   with   such
     respective  amounts  then  due and  payable  to  such  other
     Lenders; and

          (iii)      third, to the Borrower for any Advance  then
     required to be made by such Defaulting Lender pursuant to  a
     Commitment of such Defaulting Lender.

In  the  event  that such Defaulting Lender shall, at  any  time,
cease  to  be a Defaulting Lender, any funds held by  the  Paying
Agent  in  escrow  at such time with respect to  such  Defaulting
Lender  shall  be  distributed  by  the  Paying  Agent  to   such
Defaulting  Lender and applied by such Defaulting Lender  to  the
Obligations  owing  to  such  Lender  at  such  time  under  this
Agreement and the other Loan Documents ratably in accordance with
the  respective amounts of such Obligations outstanding  at  such
time.

          (d)   The  rights  and  remedies against  a  Defaulting
Lender  under  this Section 2.18 are in addition to other  rights
and  remedies that the Borrower may have against such  Defaulting
Lender  with respect to any Defaulted Advance and that the Paying
Agent or any Lender may have against such Defaulting Lender  with
respect to any Defaulted Amount.

          SECTION  2.19.   Evidence of Debt.   (a)   Each  Lender
shall  maintain in accordance with its usual practice an  account
or  accounts evidencing the indebtedness of the Borrower to  such
Lender resulting from each Advance owing to such Lender from time
to  time, including the amounts of principal and interest payable
and  paid  to  such  Lender from time  to  time  hereunder.   The
Borrower  agrees that upon notice by any Lender to  the  Borrower
(with  a  copy of such notice to the Paying Agent) to the  effect
that  a  promissory  note or other evidence  of  indebtedness  is
required  or  appropriate in order for such  Lender  to  evidence
(whether  for  purposes of pledge, enforcement or otherwise)  the
Advances  owing to, or to be made by, such Lender,  the  Borrower
shall promptly execute and deliver to such Lender a Note, payable
to  the  order of such Lender in a principal amount equal to  the
Commitment of such Lender.

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

          (c)  Notwithstanding anything to the contrary contained
in this Agreement, entries made in good faith by the Paying Agent
in  the  Register pursuant to subsection (b) above, and  by  each
Lender  in  its  account or accounts pursuant to  subsection  (a)
above,  shall be prima facie evidence of the amount of  principal
and  interest  due and payable or to become due and payable  from
the Borrower to, in the case of the Register, each Lender and, in
the  case  of such account or accounts, such Lender,  under  this
Agreement,  absent  manifest error; provided, however,  that  the
failure  of the Paying Agent or such Lender to make an entry,  or
any  finding that an entry is incorrect, in the Register or  such
account  or  accounts  shall not limit or  otherwise  affect  the
obligations of the Borrower under this Agreement.

          (d)   References  herein to Notes  shall  mean  and  be
references to Revolving Credit Notes and Competitive Bid Notes to
the extent issued hereunder.

                           ARTICLE III

             CONDITIONS TO EFFECTIVENESS AND LENDING

          SECTION   3.01.    Conditions  Precedent   to   Initial
Extension  of Credit.  The obligation of each Lender to  make  an
Advance or of any Issuing Bank to issue a Letter of Credit on the
occasion of the Initial Extension of Credit hereunder is  subject
to  the satisfaction of the following conditions precedent before
or concurrently with the Initial Extension of Credit:

          (a)   There  shall  have occurred no  Material  Adverse
     Change  since February 3, 2001.  Nothing shall have come  to
     the  attention of the Lenders during the course of their due
     diligence  investigation to lead them to  believe  that  the
     Information   Memorandum  was  or  has  become   misleading,
     incorrect  or  incomplete in any material respect.   Without
     limiting the generality of the foregoing, the Lenders  shall
     have  been  given  such  access to the management,  records,
     books  of  account, contracts and properties of the Borrower
     and   its   Subsidiaries  as  they  shall  have   reasonably
     requested.

          (b)   There shall exist no action, suit, investigation,
     litigation or proceeding affecting the Borrower  or  any  of
     its  Subsidiaries  pending or threatened before  any  court,
     governmental  agency  or  arbitrator  that  (i)   would   be
     reasonably  likely  to  have a Material  Adverse  Effect  or
     (ii)   purports   to  affect  the  legality,   validity   or
     enforceability  of  this  Agreement  or  any  Note  or   the
     consummation of the transactions contemplated hereby.

          (c)   All  amounts  owing  under  the  Existing  Credit
     Agreements  shall  have been (or shall be concurrently  with
     the  Initial Extension of Credit) paid in full in  cash  (or
     otherwise  satisfied  with respect to  Existing  Letters  of
     Credit  and the Existing Competitive Bid Advances)  and  all
     Commitments  (as defined in the Existing Credit  Agreements)
     shall have been terminated.

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

          (e)   The Borrower shall have paid all accrued fees and
     expenses  of  the  Agents (including the reasonable  accrued
     fees  and expenses of counsel to the Agents) and all accrued
     fees of the Lender Parties.

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

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

               (ii)  No  event has occurred and is continuing  or
          would result from the Initial Extension of Credit  that
          constitutes a Default.

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

               (i)   The  Revolving Credit Notes to the order  of
          each  of  the  Lenders  that have  requested  Revolving
          Credit Notes prior to the Effective Date.

               (ii)  Certified copies of the resolutions  of  the
          Board  of  Directors  of  the Borrower  approving  this
          Agreement   and   the  Notes,  and  of  all   documents
          (including,  without limitation, charters  and  bylaws)
          evidencing   other  necessary  corporate   action   and
          governmental  approvals, if any, with respect  to  this
          Agreement and the Notes.

               (iii)      A  certificate of the Secretary  or  an
          Assistant  Secretary  of  the Borrower  certifying  the
          names  and  true  signatures of  the  officers  of  the
          Borrower  authorized  to sign this  Agreement  and  the
          Notes   and   the  other  documents  to  be   delivered
          hereunder.

               (iv)  A favorable opinion of Jones, Day, Reavis  &
          Pogue,  counsel for the Borrower, substantially in  the
          form  of  Exhibit E hereto and as to such other matters
          as  any  Lender  Party  through the  Paying  Agent  may
          reasonably request.

               (v)   A  favorable opinion of Dennis J. Broderick,
          General Counsel for the Borrower, in form and substance
          satisfactory to the Paying Agent.

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

          SECTION  3.02.   Conditions Precedent to  Each  Regular
Borrowing  and  each Issuance and Renewal of Letters  of  Credit.
The  obligation  of each Lender to make a Regular Advance  (other
than  a  Letter of Credit Advance made by an Issuing  Bank  or  a
Revolving Credit Lender pursuant to Section 2.16(c), or  a  Swing
Line  Advance  made  by  a Revolving Credit  Lender  pursuant  to
Section  2.02(b))  on  the  occasion of  each  Regular  Borrowing
(including  the initial Borrowing), the obligation of each  Swing
Line  Bank to make a Swing Line Advance on the occasion  of  each
Swing  Line Borrowing and the obligation of each Issuing Bank  to
issue Letters of Credit (including the initial issuance) or renew
a  Standby Letter of Credit from time to time shall be subject to
the  conditions  precedent  that the Effective  Date  shall  have
occurred  and on the date of such Borrowing, issuance or  renewal
(a)  the  following statements shall be true  (and  each  of  the
giving  of  the applicable Notice of Revolving Credit  Borrowing,
Notice  of Swing Line Borrowing, Notice of Issuance or Notice  of
Renewal  and  the acceptance by the Borrower of the  proceeds  of
such  Borrowing or such Letter of Credit Issuance or the  renewal
of   such   Standby   Letter  of  Credit   shall   constitute   a
representation and warranty by the Borrower that on the  date  of
such Borrowing, issuance or renewal such statements are true):

          (i)   the  representations and warranties contained  in
     Section  4.01 (except the representations set forth  in  the
     last  sentence  of subsection (e) thereof and in  subsection
     (f)(i)  thereof) are correct on and as of the date  of  such
     Borrowing,  issuance  or renewal, before  and  after  giving
     effect  to  such Borrowing, issuance or renewal and  to  the
     application of the proceeds therefrom, as though made on and
     as  of  such  date  other than any such  representations  or
     warranties  that, by their terms, refer to a  specific  date
     other  than the date of such Borrowing, issuance or renewal,
     in which case as of such specific date; and

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

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

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

          (a)   the  representations and warranties contained  in
     Section  4.01 (except the representations set forth  in  the
     last  sentence  of subsection (e) thereof and in  subsection
     (f)(i)  thereof) are correct on and as of the date  of  such
     Competitive Bid Borrowing, before and after giving effect to
     such Competitive Bid Borrowing and to the application of the
     proceeds  therefrom, as though made on and as of  such  date
     other  than any such representations or warranties that,  by
     their terms, refer to a specific date other than the date of
     such Borrowing, in which case as of such specific date; and

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

          SECTION 3.04.  Determinations Under Section 3.01.   For
purposes  of determining compliance with the conditions specified
in  Section  3.01,  each Lender Party shall  be  deemed  to  have
consented  to, approved or accepted or to be satisfied with  each
document  or other matter required thereunder to be consented  to
or  approved  by  or  acceptable or satisfactory  to  the  Lender
Parties  unless  an  officer  of the Agent  responsible  for  the
transactions  contemplated  by  the  Loan  Documents  shall  have
received  notice  from  such Lender Party prior  to  the  Initial
Extension of Credit specifying its objection thereto and  if  the
Initial Extension of Credit consists of a Borrowing, such  Lender
Party  shall  not  have made available to the Paying  Agent  such
Lender Party's ratable portion of such Borrowing.

                           ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES

          SECTION  4.01.  Representations and Warranties  of  the
Borrower.  The Borrower represents and warrants as follows:

          (a)   The  Borrower  is a corporation  duly  organized,
     validly existing and in good standing under the laws of  the
     jurisdiction of its incorporation.

          (b)   The  execution, delivery and performance  by  the
     Borrower of this Agreement and the other Loan Documents, and
     the consummation of the transactions contemplated hereby and
     thereby,  are  within the Borrower's corporate powers,  have
     been duly authorized by all necessary corporate action,  and
     do  not contravene (i) the Borrower's charter or by-laws  or
     (ii)  law  or  any  contractual restriction  binding  on  or
     affecting the Borrower.

          (c)   No authorization or approval or other action  by,
     and  no notice to or filing with, any governmental authority
     or  regulatory body or any other third party is required for
     the  due execution, delivery and performance by the Borrower
     of  this Agreement or any other Loan Document except for the
     authorizations,  approvals,  actions,  notices  and  filings
     listed  on  Schedule 4.01(c) hereto, all of which have  been
     duly  obtained, taken, given or made and are in  full  force
     and effect.

          (d)   This  Agreement has been, and each of  the  other
     Loan Documents when delivered hereunder will have been, duly
     executed and delivered by the Borrower.  This Agreement  is,
     and   each  of  the  other  Loan  Documents  when  delivered
     hereunder  will be, the legal, valid and binding  obligation
     of   the  Borrower  enforceable  against  the  Borrower   in
     accordance with their respective terms.

          (e)  The Consolidated balance sheet of the Borrower and
     its  Subsidiaries as at February 3, 2001,  and  the  related
     Consolidated  statements of income and  cash  flows  of  the
     Borrower  and  its  Subsidiaries for the  Fiscal  Year  then
     ended,  accompanied by an opinion of KPMG Peat Marwick  LLP,
     independent public accountants, and the Consolidated balance
     sheet  of  the Borrower and its Subsidiaries as  at  May  5,
     2001, and the related Consolidated statements of income  and
     cash  flows  of  the Borrower and its Subsidiaries  for  the
     three  months  then  ended,  duly  certified  by  the  chief
     financial officer of the Borrower, copies of which have been
     furnished to each Lender Party, fairly present, subject,  in
     the  case of said balance sheet as at May 5, 2001, and  said
     statements  of  income and cash flows for the  three  months
     then  ended, to year-end audit adjustments, the Consolidated
     financial condition of the Borrower and its Subsidiaries  as
     at such dates and the Consolidated results of the operations
     of  the Borrower and its Subsidiaries for the periods  ended
     on  such  dates,  all in accordance with generally  accepted
     accounting    principles   consistently   applied.     Since
     February 3, 2001, there has been no Material Adverse Change.

          (f)   There  is no pending or threatened action,  suit,
     investigation, litigation or proceeding, including,  without
     limitation, any Environmental Action, affecting the Borrower
     or  any of its Subsidiaries pending or threatened before any
     court,  governmental agency or arbitrator that (i) would  be
     reasonably  likely  to  have a Material  Adverse  Effect  or
     (ii)   purports   to  affect  the  legality,   validity   or
     enforceability  of  this  Agreement  or  any  Note  or   the
     consummation of the transactions contemplated hereby.

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

          (h)   The  Borrower is not (i) an "investment company",
     within the meaning of the Investment Company Act of 1940, as
     amended  or  (ii)  a "holding company", as  defined  in,  or
     subject  to  regulation  under, the Public  Utility  Holding
     Company Act of 1935, as amended.

          (i)   No  ERISA  Event has occurred  or  is  reasonably
     expected to occur with respect to any Plan that has resulted
     in  or  is  reasonably  expected to  result  in  a  material
     liability to the Borrower or any ERISA Affiliate.

          (j)   As  of the last annual actuarial valuation  date,
     the  funded  current  liability percentage,  as  defined  in
     Section  302(d)(8) of ERISA, of each Plan  exceeds  90%  and
     there  has  been no material adverse change in  the  funding
     status of any such Plan since such date.

          (k)   Neither the Borrower nor any ERISA Affiliate  has
     incurred  or is reasonably expected to incur any  Withdrawal
     Liability to any Multiemployer Plan that could be reasonably
     expected  to result in a material liability of the  Borrower
     or any ERISA Affiliate.

          (l)   Neither the Borrower nor any ERISA Affiliate  has
     been  notified by the sponsor of a Multiemployer  Plan  that
     such  Multiemployer Plan is in reorganization  or  has  been
     terminated,  within the meaning of Title IV of  ERISA  which
     reorganization  or termination could be reasonably  expected
     to  result  in a material liability of the Borrower  or  any
     ERISA   Affiliate,  and  no  such  Multiemployer   Plan   is
     reasonably  expected  to  be  in  reorganization  or  to  be
     terminated,  within the meaning of Title IV of  ERISA  which
     reorganization  or termination could be reasonably  expected
     to  result  in a material liability of the Borrower  or  any
     ERISA Affiliate.

          (m)   Except  as set forth in the financial  statements
     referred to in this Section 4.01 and in Section 5.01(h), the
     Borrower  and  its  Subsidiaries have no material  liability
     with   respect   to   "expected  post   retirement   benefit
     obligations"  within the meaning of Statement  of  Financial
     Accounting Standards No. 106.


                            ARTICLE V

                    COVENANTS OF THE BORROWER

          SECTION 5.01.  Affirmative Covenants.  So long  as  any
Advance  shall  remain  unpaid, any Letter  of  Credit  shall  be
outstanding (and not cash collateralized or for which a "back-to-
back"  letter  of credit shall not have been issued  pursuant  to
Section  2.10(b)(i)(B))  or  any  Lender  Party  shall  have  any
Commitment hereunder, the Borrower will:

          (a)  Compliance with Laws, Etc.  Comply, and cause each
     of  its  Subsidiaries to comply, in all  material  respects,
     with  all  applicable laws, rules, regulations  and  orders,
     such  to include, without limitation, compliance with  ERISA
     and  Environmental  Laws  except, in  any  case,  where  the
     failure  so  to  comply,  either  individually  or  in   the
     aggregate,  could  not  be reasonably  expected  to  have  a
     Material Adverse Effect.

          (b)   Payment  of  Taxes, Etc.  Pay and discharge,  and
     cause  each of its Subsidiaries to pay and discharge, before
     the same shall become delinquent, (i) all taxes, assessments
     and  governmental charges or levies imposed upon it or  upon
     its  property  and (ii) all lawful claims that,  if  unpaid,
     might  by  law  become  a Lien upon its property;  provided,
     however,   that  neither  the  Borrower  nor  any   of   its
     Subsidiaries shall be required to pay or discharge any  such
     tax, assessment, charge or claim (x) that is being contested
     in  good  faith and by proper proceedings and  as  to  which
     appropriate reserves are being maintained, unless and  until
     any  Lien  resulting therefrom attaches to its property  and
     becomes enforceable against its other creditors and  (y)  if
     such  non-payments, either individually or in the aggregate,
     could  not be reasonably expected to have a Material Adverse
     Effect.

          (c)   Maintenance  of Insurance.  Maintain,  and  cause
     each   of  its  Subsidiaries  to  maintain,  insurance  with
     responsible    and   reputable   insurance   companies    or
     associations in such amounts and covering such risks  as  is
     usually  carried by companies engaged in similar  businesses
     and  owning similar properties in the same general areas  in
     which  the Borrower or such Subsidiary operates except where
     failure  to  maintain such insurance could not be reasonably
     expected to have a Material Adverse Effect.

          (d)    Preservation   of  Corporate   Existence,   Etc.
     Preserve and maintain, and cause each of its Subsidiaries to
     preserve  and  maintain,  its  corporate  existence,  rights
     (charter   and  statutory),  permits,  licenses,  approvals,
     privileges  and  franchises, except, with  respect  to  such
     rights, permits, licenses, approvals, and privileges,  where
     the  failure  to do so could not be reasonably  expected  to
     have a Material Adverse Effect; provided, however, that  the
     Borrower  and its Subsidiaries may consummate any merger  or
     consolidation permitted under Section 5.02(b)  and  provided
     further   that  neither  the  Borrower  nor   any   of   its
     Subsidiaries  shall  be  required to  preserve  or  maintain
     (i)  the corporate existence of any Minor Subsidiary if  the
     Board  of  Directors of the parent of such Minor Subsidiary,
     or an executive officer of such parent to whom such Board of
     Directors  has  delegated  the  requisite  authority,  shall
     determine  that the preservation and maintenance thereof  is
     no  longer desirable in the conduct of the business of  such
     parent  and that the loss thereof is not disadvantageous  in
     any  material  respect  to the Borrower,  such  parent,  the
     Agents  or  the  Lender Parties or (ii) any  right,  permit,
     license, approval or franchise if the Board of Directors  of
     the  Borrower  or such Subsidiary shall determine  that  the
     preservation thereof is no longer desirable in  the  conduct
     of  the business of the Borrower or such Subsidiary, as  the
     case   may   be,   and  that  the  loss   thereof   is   not
     disadvantageous  in any material respect  to  the  Borrower,
     such Subsidiary, the Agents or the Lender Parties.

          (e)   Visitation  Rights.  At any reasonable  time  and
     from time to time, (i) permit any Agent or any of the Lender
     Parties  or  any agents or representatives thereof,  (x)  to
     examine  and  make copies of and abstracts from the  records
     and  books of account of, and visit the properties  of,  the
     Borrower and any of its Subsidiaries, and (y) to discuss the
     affairs,  finances and accounts of the Borrower and  any  of
     its Subsidiaries with any of their officers or directors and
     with   their   independent  certified  public   accountants,
     provided,  however, that with respect to the Lender  Parties
     and  their rights described in clause (x) above, so long  as
     no  Event  of Default shall have occurred and be continuing,
     such  Lender Parties shall exercise rights at the same  time
     (such  time  to  be arranged by the Paying  Agent  with  the
     Borrower)  and (ii) take such action as may be necessary  to
     authorize  its  independent certified public accountants  to
     disclose  to the Persons described in clause (i)  above  any
     and  all financial statements and other information  of  any
     kind,   including,  without  limitation,   copies   of   any
     management letter, or the substance of any information  that
     such  accountants  may have with respect  to  the  business,
     financial condition or results of operations of the Borrower
     or any of its Subsidiaries.

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

          (g)    Maintenance  of  Properties,  Etc.   Except   as
     otherwise  permitted pursuant to Section 5.02(e),  or  where
     the  failure  to  do  so,  either  individually  or  in  the
     aggregate,  could  not  be reasonably  expected  to  have  a
     Material  Adverse Effect, maintain and preserve,  and  cause
     each  of its Subsidiaries to maintain and preserve,  all  of
     its properties that are used or useful in the conduct of its
     business in good working order and condition, ordinary  wear
     and tear excepted.

          (h)  Reporting Requirements.  Furnish to the Lenders:

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

               (ii)  as soon as available and in any event within
          90  days  after the end of each Fiscal Year, a copy  of
          the  annual audit report for such year for the Borrower
          and its Subsidiaries, containing a Consolidated balance
          sheet  of the Borrower and its Subsidiaries as  of  the
          end of such Fiscal Year and Consolidated statements  of
          income   and  cash  flows  of  the  Borrower  and   its
          Subsidiaries  for  such  Fiscal  Year,  in  each   case
          accompanied  by an opinion acceptable to  the  Required
          Lenders  by  KPMG Peat Marwick LLP or other independent
          public  accountants acceptable to the Required  Lenders
          and  certificates of the chief financial officer of the
          Borrower  as  to  compliance with  the  terms  of  this
          Agreement  and setting forth in reasonable  detail  the
          then   applicable  Public  Debt  Ratings  and  Interest
          Coverage  Ratio  and  the  calculations  necessary   to
          demonstrate compliance with Section 5.03, provided that
          in  the  event  of  any  change in  GAAP  used  in  the
          preparation of such financial statements, the  Borrower
          shall  also provide, if necessary for the determination
          of   compliance  with  Section  5.03,  a  statement  of
          reconciliation conforming such financial statements  to
          GAAP;

               (iii)      as  soon as possible and in  any  event
          within  five days after any Responsible Officer becomes
          aware of the occurrence of each Default and each event,
          development   or  circumstance  that   has   or   could
          reasonably  be  expected  to have  a  Material  Adverse
          Effect  in  each case continuing on the  date  of  such
          statement,  a statement of the chief financial  officer
          of  the Borrower setting forth details of such Default,
          event,  development  or other circumstance  (including,
          without limitation, the anticipated effect thereof) and
          the action that the Borrower has taken and proposes  to
          take with respect thereto;

               (iv) promptly after the sending or filing thereof,
          copies of all reports that the Borrower sends to any of
          the holders of any class of its outstanding securities,
          and  copies  of all reports and registration statements
          (in  the  form  in  which such registration  statements
          become  effective), other than registration  statements
          on  Form  S-8 or any successor form thereto,  that  the
          Borrower  or  any Subsidiary files with the  Securities
          and  Exchange  Commission  or any  national  securities
          exchange;

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

               (vi)  as soon as possible, and in any event within
          five  Business  Days  after  any  change  in  the  then
          applicable  Public  Debt Rating, a certificate  of  the
          chief  financial officer of the Borrower setting  forth
          such Public Debt Rating; and

               (vii)      such  other information respecting  the
          business,    condition   (financial   or    otherwise),
          operations, properties or prospects of Borrower or  any
          of  its Subsidiaries as any Lender Party through either
          Administrative  Agent may from time to time  reasonably
          request.

          (i)   Transactions with Affiliates.  Conduct, and cause
     each  of  its  Subsidiaries  to  conduct,  all  transactions
     otherwise permitted under this Agreement with any  of  their
     Affiliates on terms that are fair and reasonable and no less
     favorable to the Borrower or such Subsidiary than  it  would
     obtain  in  a  comparable arm's-length  transaction  with  a
     Person  not an Affiliate, other than, so long as no  Default
     has occurred and is continuing, transactions in the ordinary
     course of business between or among the Borrower and any  of
     its Subsidiaries if such transaction could not reasonably be
     expected to have a Material Adverse Effect.


          SECTION  5.02.   Negative Covenants.  So  long  as  any
Advance  shall  remain  unpaid, any Letter  of  Credit  shall  be
outstanding (and not cash collateralized or for which a "back-to-
back"  letter  of credit shall not have been issued  pursuant  to
Section  2.10(b)(i)(B))  or  any  Lender  Party  shall  have  any
Commitment hereunder, the Borrower will not:

          (a)   Liens, Etc.  Create, incur, assume or  suffer  to
     exist,  or permit any of its Subsidiaries to create,  incur,
     assume  or  suffer to exist, any Lien on or with respect  to
     any  of  its properties of any character (including, without
     limitation,   accounts)  whether  now  owned  or   hereafter
     acquired, or sign or file, or permit any of its Subsidiaries
     to  sign or file, under the Uniform Commercial Code  of  any
     jurisdiction, a financing statement that names the  Borrower
     or any of its Subsidiaries as debtor, or sign, or permit any
     of   its   Subsidiaries  to  sign,  any  security  agreement
     authorizing  any  secured  party  thereunder  to  file  such
     financing  statement,  or  assign,  or  permit  any  of  its
     Subsidiaries  to  assign, any accounts  or  other  right  to
     receive  income, excluding, however, from the  operation  of
     the foregoing restrictions the following:

               (i)   Liens  created or existing  under  the  Loan
               Documents;

               (ii) Permitted Liens;

               (iii)      the  Liens existing on the date  hereof
          and described on Schedule 5.02(a) hereto;

               (iv) purchase money Liens upon or in real property
          or equipment acquired or held by the Borrower or any of
          its Subsidiaries in the ordinary course of business  to
          secure the purchase price of such property or equipment
          or  to  secure Debt incurred solely for the purpose  of
          financing  the acquisition, construction or improvement
          of any such property or equipment to be subject to such
          Liens,  or  Liens  existing on  any  such  property  or
          equipment  at the time of acquisition (other  than  any
          such Liens created in contemplation of such acquisition
          that  were  not incurred to finance the acquisition  of
          such property or equipment), or extensions, renewals or
          replacements of any of the foregoing for the same or  a
          lesser  amount; provided, however, that  no  such  Lien
          shall  extend  to  or  cover  any  properties  of   any
          character  other  than the real property  or  equipment
          being  acquired, constructed or improved  (except  that
          Liens  incurred in connection with the construction  or
          improvement  of real property may extend to  additional
          real  property immediately contiguous to such  property
          being  constructed or improved) and no such  extension,
          renewal  or  replacement shall extend to or  cover  any
          such  properties not theretofore subject  to  the  Lien
          being extended, renewed or replaced;

               (v)   Liens arising in connection with Capitalized
          Leases  permitted under Section 5.02(d)(vii);  provided
          that  no such Lien shall extend to or cover any  assets
          other  than  the  assets subject  to  such  Capitalized
          Leases;

               (vi) Liens on property of a Person existing at the
          time  such  Person is merged into or consolidated  with
          the  Borrower  or  any Subsidiary of  the  Borrower  or
          becomes  a  Subsidiary of the Borrower;  provided  that
          such  Liens  (other  than replacement  Liens  permitted
          under   clause   (xi)  below)  were  not   created   in
          contemplation   of   such  merger,   consolidation   or
          investment  and do not extend to any assets other  than
          those  of  the Person merged into or consolidated  with
          the  Borrower  or  such Subsidiary or acquired  by  the
          Borrower or such Subsidiary;

               (vii)      Liens on accounts receivable and  other
          related  assets arising solely in connection  with  the
          sale  or  other disposition of such accounts receivable
          pursuant to Section 5.02(e)(ii);

               (viii)    Liens securing Documentary L/Cs or Trade
          Letters  of  Credit; provided that no such  Lien  shall
          extend to or cover any assets of the Borrower or any of
          its Subsidiaries other than the inventory (and bills of
          lading  and  other  documents  related  thereto)  being
          financed by any such Documentary L/C or Trade Letter of
          Credit, as the case may be;

               (ix)  Liens in respect of goods consigned  to  the
          Borrower  or  any of its Subsidiaries in  the  ordinary
          course  of  business;  provided  that  such  Liens  are
          limited to the goods so consigned;

               (x)   financing statements filed in  the  ordinary
          course  of  business  solely  for  notice  purposes  in
          respect   of  operating  leases  and  in-store   retail
          licensing  arrangements entered into  in  the  ordinary
          course of business;

               (xi)  Liens securing Debt incurred by the Borrower
          or its Subsidiaries, in an aggregate amount at any time
          outstanding not to exceed $250,000,000; and

               (xii)     the replacement, extension or renewal of
          any  Lien permitted by clause (iii), (v) or (vi)  above
          upon  or  in  the  same  property  theretofore  subject
          thereto  or, in the case of Liens on real property  and
          related personal property of the Borrower or any of its
          Subsidiaries,  upon or in substitute property  of  like
          kind  of  the Borrower or such Subsidiary, as the  case
          may  be,  determined  in good faith  by  the  Board  of
          Directors of the Borrower or such Subsidiary to  be  of
          the  same or lesser value than the property theretofore
          subject  thereto,  or  the  replacement,  extension  or
          renewal  (without increase in the amount or  change  in
          any  direct or contingent obligor) of the Debt  secured
          thereby.

          (b)   Mergers, Etc.  Merge or consolidate with or  into
     any Person, or permit any of its Material Subsidiaries to do
     so, except that (i) any Subsidiary of the Borrower may merge
     or  consolidate  with or into any other  Subsidiary  of  the
     Borrower, (ii) any Subsidiary of the Borrower may merge into
     the  Borrower  and  the Borrower may merge  with  any  other
     Person  so long as the Borrower is the surviving corporation
     and (iii) in connection with any acquisition, any Subsidiary
     of the Borrower may merge into or consolidate with any other
     Person  or  permit  any  other  Person  to  merge  into   or
     consolidate  with it, so long as the Person  surviving  such
     merger  shall be a Subsidiary of the Borrower, provided,  in
     each case, that no Event of Default shall have occurred  and
     be  continuing  at the time of such proposed transaction  or
     would result therefrom.

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

          (d)   Subsidiary Debt.  Permit any of its  Subsidiaries
     to create, assume or suffer to exist, any Debt other than:

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

               (ii)  in  the case of FDS Bank, Debt owed  to  the
          Borrower  and incurred in connection with the financing
          of accounts receivable in an aggregate principal amount
          not to exceed $200,000,000 at any time outstanding;

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

               (iv)   Debt   secured   by  Liens   permitted   by
          Section   5.02(a)(iv)   aggregating   not   more   than
          $75,000,000 at any one time outstanding;

               (v)   unsecured  Debt  incurred  in  the  ordinary
          course   of  business  aggregating  for  all   of   the
          Borrower's  Subsidiaries not more than $150,000,000  at
          any one time outstanding;

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

               (vii)     Capitalized Leases not to exceed in  the
          aggregate $100,000,000 at any time outstanding;

               (viii)    Debt secured by Liens permitted pursuant
          to Section 5.02(a)(xi);

               (ix) Debt incurred in connection with the sale  or
          other   disposition of accounts receivable pursuant  to
          Section  5.02(e)(ii)  arising in  connection  with  the
          Receivables  Financing  Facility,  including,   without
          limitation,    Debt   consisting   of   indemnification
          obligations  of  the  Borrower's Subsidiaries  and  the
          Borrower's  guaranty thereof and  Debt  in  respect  of
          Hedge  Agreements, provided that such Hedge  Agreements
          shall  be non-speculative in nature (including, without
          limitation,  with  respect  to  the  term  and  purpose
          thereof);

               (x)   Debt  in respect of Documentary L/Cs  in  an
          aggregate  Available Amount not to exceed  $250,000,000
          at any time outstanding; and

               (xi)  Debt of any Person that becomes a Subsidiary
          of  the Borrower after the date hereof that is existing
          at  the  time such Person becomes a Subsidiary  of  the
          Borrower   (other   than  Debt   incurred   solely   in
          contemplation  of such Person becoming a Subsidiary  of
          the  Borrower) and any Debt extending the maturity  of,
          or  refunding or refinancing, such Debt, in whole or in
          part,  provided that the principal amount of such  Debt
          shall  not  be  increased above  the  principal  amount
          thereof   outstanding   immediately   prior   to   such
          extension, refunding or refinancing, and the direct and
          contingent obligors therefor shall not be changed, as a
          result   of  or  in  connection  with  such  extension,
          refunding or refinancing.

          (e)   Sales, Etc. of Assets.  Sell, lease, transfer  or
     otherwise  dispose of, or permit any of its Subsidiaries  to
     sell, lease, transfer or otherwise dispose of, any assets or
     grant  any  option  or  other right to  purchase,  lease  or
     otherwise acquire any assets, except (i) sales of assets for
     fair  value,  provided that the aggregate  value  of  assets
     sold,  leased, transferred or otherwise disposed of pursuant
     to  this clause during the term of this Agreement shall  not
     be  greater  than  20% of the value of  the  total  Tangible
     Assets   of   the  Borrower  and  its  Subsidiaries   on   a
     Consolidated basis as of February 3, 2001 (as shown  on  the
     Consolidated   balance  sheet  of  the  Borrower   and   its
     Subsidiaries  on  such date), and (ii)  the  sale  or  other
     disposition  of  accounts  receivable  and  related   charge
     accounts  in the ordinary course of business of the Borrower
     and  its  Subsidiaries pursuant to the Receivables Financing
     Facility  and  the  sale of certain accounts  receivable  to
     General Electric Capital Corporation.

          (f)  Change in Nature of Business.  Make, or permit any
     of  its  Subsidiaries to make, any material  change  in  the
     nature  of  its business as carried on at the  date  hereof,
     except where such change could not be reasonably expected to
     have a Material Adverse Effect.

          SECTION  5.03.  Financial Covenants.  So  long  as  any
Advance  shall  remain  unpaid, any Letter  of  Credit  shall  be
outstanding (and not cash collateralized or for which a "back-to-
back"  letter  of credit shall not have been issued  pursuant  to
Section  2.10(b)(i)(B))  or  any  Lender  Party  shall  have  any
Commitment hereunder, the Borrower will:

          (a)   Leverage  Ratio.  Maintain at  the  end  of  each
     Measurement Period a Leverage Ratio not greater than 0.62 to
     1.0.

          (b)   Interest Coverage Ratio.  Maintain at the end  of
     each  Measurement Period an Interest Coverage  Ratio  of  at
     least 3.25 to 1.0.


                           ARTICLE VI

                        EVENTS OF DEFAULT

          SECTION  6.01.   Events  of Default.   If  any  of  the
following  events  ("Events  of  Default")  shall  occur  and  be
continuing:

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

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

          (c)   (i) The Borrower shall fail to perform or observe
     any    term,    covenant   or   agreement    contained    in
     Section  5.01(d),  (e), (h) or (i), 5.02 (other  than,  with
     respect  to  Section  5.01(h) and  5.02(a),  to  the  extent
     described  in  clause  (ii) below)  or  5.03,  or  (ii)  the
     Borrower shall fail to perform or observe any term, covenant
     or  agreement  contained  in Section  5.02(a)  (solely  with
     respect  to  the  imposition  of  non-consensual  Liens)  or
     Section  5.01(h)(i)  or (ii) if such  failure  shall  remain
     unremedied for 10 days or (iii) the Borrower shall  fail  to
     perform  any other term, covenant or agreement contained  in
     any Loan Document on its part to be performed or observed if
     such  failure shall remain unremedied for 20 days after  the
     earlier  of  the date on which (A) a Responsible Officer  of
     the  Borrower becomes aware of such failure or  (B)  written
     notice thereof shall have been given to the Borrower by  the
     Paying Agent or any Lender Party; or

          (d)  The Borrower or any of its Subsidiaries shall fail
     to  pay any principal of or premium or interest on any  Debt
     that is outstanding in a principal or notional amount of  at
     least  $75,000,000  (or its equivalent  in  any  Alternative
     Currency)  in the aggregate (but excluding Debt  outstanding
     hereunder) of the Borrower or such Subsidiary (as  the  case
     may  be), when the same becomes due and payable (whether  by
     scheduled   maturity,  required  prepayment,   acceleration,
     demand or otherwise), and such failure shall continue  after
     the  applicable  grace  period, if  any,  specified  in  the
     agreement or instrument relating to such Debt; or any  other
     event  shall  occur  or  condition  shall  exist  under  any
     agreement or instrument relating to any such Debt and  shall
     continue  after  the  applicable  grace  period,   if   any,
     specified in such agreement or instrument, if the effect  of
     such  event or condition is to accelerate, or to permit  the
     acceleration of, the maturity of such Debt; or any such Debt
     shall  be declared to be due and payable, or required to  be
     prepaid  or  redeemed  (other than by a regularly  scheduled
     required  prepayment or redemption), purchased or  defeased,
     or an offer to prepay, redeem, purchase or defease such Debt
     shall  be  required to be made, in each case  prior  to  the
     stated maturity thereof; or

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

          (f)  Any judgment or order for the payment of money  in
     excess of $100,000,000 (or its equivalent in any Alternative
     Currency) shall be rendered against the Borrower or  any  of
     its  Subsidiaries  and  either (i)  enforcement  proceedings
     shall have been commenced by any creditor upon such judgment
     or order or (ii) there shall be any period of 20 consecutive
     Business  Days  during which a stay of enforcement  of  such
     judgment  or  order,  by  reason  of  a  pending  appeal  or
     otherwise,  shall not be in effect; provided, however,  that
     any such judgment or order shall only be an Event of Default
     under  this  Section 6.01(f) if and to the extent  that  the
     amount of such judgment or order not covered by a valid  and
     binding  policy of insurance between the defendant  and  the
     insurer  covering  payment thereof exceeds  $100,000,000  so
     long  as such insurer, which shall be rated at least "A"  by
     A.M.  Best  Company,  has  been notified  of,  and  has  not
     disputed the claim made for payment of, the amount  of  such
     judgment or order; or

          (g)   Any  non-monetary  judgment  or  order  shall  be
     rendered  against  the Borrower or any of  its  Subsidiaries
     that could be reasonably expected to have a Material Adverse
     Effect,  and  there  shall be any period of  20  consecutive
     Business  Days  during which a stay of enforcement  of  such
     judgment  or  order,  by  reason  of  a  pending  appeal  or
     otherwise, shall not be in effect; or

          (h)   (i)  Any Person or two or more Persons acting  in
     concert shall have acquired beneficial ownership (within the
     meaning  of  Rule  13d-3  of  the  Securities  and  Exchange
     Commission  under  the  Securities Exchange  Act  of  1934),
     directly or indirectly, of Voting Stock of the Borrower  (or
     other   securities  convertible  into  such  Voting   Stock)
     representing 50% or more of the combined voting power of all
     Voting  Stock of the Borrower; or (ii) during any period  of
     up to 24 consecutive months, commencing  before or after the
     date of this Agreement, individuals who at the beginning  of
     such   24-month  period  were  directors  of  the   Borrower
     (together  with  any new directors whose  election  by  such
     Board  of Directors or whose nomination for election by  the
     shareholders of the Borrower was approved by a  majority  of
     the directors then still in office who were either directors
     at  the  beginning  of  such period  or  whose  election  or
     nomination  for  election was previously so approved)  shall
     cease  for any reason to constitute a majority of the  board
     of  directors of the Borrower; or (iii) any Person or two or
     more  Persons  acting  in  concert shall  have  acquired  by
     contract or otherwise, or shall have entered into a contract
     or  arrangement that, upon consummation, will result in  its
     or  their acquisition of the power to exercise, directly  or
     indirectly, control over the management and policies of  the
     Borrower; or

          (i)   any  ERISA Event shall have occurred with respect
     to  a  Plan  and  the  sum (determined as  of  the  date  of
     occurrence of such ERISA Event) of the Insufficiency of such
     Plan  and the Insufficiency of any and all other Plans  with
     respect to which an ERISA Event shall have occurred and then
     exist  (or  the  liability of the  Borrower  and  its  ERISA
     Affiliates related to such ERISA Event) exceeds $75,000,000;
     or

          (j)   the  Borrower or any ERISA Affiliate  shall  have
     been notified by the sponsor of a Multiemployer Plan that it
     has incurred Withdrawal Liability to such Multiemployer Plan
     in  an  amount that, when aggregated with all other  amounts
     required  to be paid to Multiemployer Plans by the  Borrower
     and its ERISA Affiliates as Withdrawal Liability (determined
     as of the date of such notification), exceeds $75,000,000 or
     requires payments exceeding $10,000,000 per annum; or

          (k)   the  Borrower or any ERISA Affiliate  shall  have
     been  notified by the sponsor of a Multiemployer  Plan  that
     such  Multiemployer Plan is in reorganization  or  is  being
     terminated, within the meaning of Title IV of ERISA, and  as
     a result of such reorganization or termination the aggregate
     annual   contributions  of  the  Borrower  and   its   ERISA
     Affiliates  to  all Multiemployer Plans  that  are  then  in
     reorganization  or being terminated have  been  or  will  be
     increased over the amounts contributed to such Multiemployer
     Plans  for  the  plan  years  of  such  Multiemployer  Plans
     immediately   preceding  the  plan  year   in   which   such
     reorganization or termination occurs by an amount  exceeding
     $10,000,000; or

          (l)   any provision of any Loan Document after delivery
     thereof pursuant to Section 3.01 shall for any reason  cease
     to  be  valid  and  binding  on or enforceable  against  the
     Borrower, or the Borrower shall so state in writing;

then,  and in any such event, the Paying Agent (i) shall  at  the
request,  or  may with the consent, of the Required  Lenders,  by
notice to the Borrower, declare the obligation of each Lender  to
make Advances (other than Letter of Credit Advances by an Issuing
Bank or a Revolving Credit Lender pursuant to Section 2.16(c) and
other  than  Swing  Line  Advances by a Revolving  Credit  Lender
pursuant  to Section 2.02(b)) and of each Issuing Bank  to  issue
Letters  of  Credit to be terminated, whereupon  the  same  shall
forthwith terminate, and (ii) shall at the request, or  may  with
the  consent, of the Required Lenders, by notice to the Borrower,
declare  the  Notes, all interest thereon and all  other  amounts
payable  under  this Agreement to be forthwith due  and  payable,
whereupon the Notes, all such interest and all such amounts shall
become  and  be  forthwith due and payable, without  presentment,
demand,  protest or further notice of any kind, all of which  are
hereby expressly waived by the Borrower; provided, however,  that
in  the event of an actual or deemed entry of an order for relief
with  respect to the Borrower under the United States  Bankruptcy
Code,  (A) the obligation of each Lender to make Advances  (other
than  Letter of Credit Advances by an Issuing Bank or a Revolving
Credit  Lender pursuant to Section 2.16(c) and other  than  Swing
Line  Advances by a Revolving Credit Lender pursuant  to  Section
2.02(b))  and  of  each Issuing Bank to issue Letters  of  Credit
shall  automatically be terminated and (B) the  Notes,  all  such
interest and all such amounts shall automatically become  and  be
due  and  payable, without presentment, demand,  protest  or  any
notice  of any kind, all of which are hereby expressly waived  by
the Borrower.

          SECTION  6.02.   Actions in Respect of the  Letters  of
Credit upon Event of Default.  (a)  If, at any time and from time
to  time,  any  Letters of Credit shall have been issued  by  any
Issuing  Bank  hereunder and (i) an Event of Default  shall  have
occurred  and be continuing, (ii) the Borrower shall  have  given
notice  of prepayment in whole under Section 2.10 of all Advances
or   shall  have  prepaid  in  whole  all  Advances,  (iii)   the
Termination Date shall have occurred or (iv) if at any time, as a
result  of  prepayments pursuant to Section 2.10, the Termination
Date  shall  be  a  date  not more than  30  days  following  the
expiration of any Letter of Credit, then, upon the occurrence  of
any  of  the events described in clauses (i) through (iv)  above,
the Paying Agent may, and upon the request of any Issuing Bank or
of  the Required Lenders shall, whether in addition to the taking
by  any  Agent of any of the actions described in Article  VI  or
otherwise,  make demand upon the Borrower to, and forthwith  upon
such  demand the Borrower will, pay to the Paying Agent  for  its
benefit and the ratable benefit of the Lender Parties in same day
funds at the Paying Agent's office designated in such demand, for
deposit  in  a  special cash collateral account (the  "Letter  of
Credit  Collateral Account") to be maintained in the name of  the
Paying  Agent  and  under the sole dominion and  control  of  the
Paying  Agent for the benefit of the Paying Agent and the ratable
benefit  of  the  Lender  Parties  at  such  place  as  shall  be
designated by the Paying Agent, an amount equal to the amount  of
the Letter of Credit Obligations.

          (b)   The  Borrower hereby pledges and assigns  to  the
Paying  Agent  for  its benefit and the ratable  benefit  of  the
Lender  Parties, and grants to the Paying Agent for  its  benefit
and  the  ratable benefit of the Lender Parties a lien on  and  a
security  interest in, the following collateral (the  "Letter  of
Credit Collateral"):

          (i)   the Letter of Credit Collateral Account, all cash
     deposited therein, and all certificates and instruments,  if
     any, from time to time representing or evidencing the Letter
     of Credit Collateral Account;

          (ii) all Eligible Securities from time to time held  by
     the  Paying Agent and all certificates and instruments  from
     time to time representing or evidencing Eligible Securities;

          (iii)      all notes, certificates of deposit and other
     instruments  from  time to time hereafter  delivered  to  or
     otherwise possessed by the Paying Agent for or on behalf  of
     the Borrower in substitution for or in respect of any or all
     of the then existing Letter of Credit Collateral;

          (iv)  all  interest, dividends, cash,  instruments  and
     other  property  from time to time received,  receivable  or
     otherwise distributed in respect of or in exchange  for  any
     or all of the then existing Letter of Credit Collateral; and

          (v)   to  the extent not covered by clauses (i) through
     (iv)  above,  all  proceeds of any or all of  the  foregoing
     Letter of Credit Collateral.

The lien and security interest granted hereby secures the payment
of  all  Obligations  of the Borrower now or  hereafter  existing
hereunder and under any other Loan Document.

          (c)  The Borrower hereby authorizes the Paying Agent to
apply,  from time to time after funds are deposited in the Letter
of  Credit  Collateral Account, funds then held in the Letter  of
Credit Collateral Account to the payment of any amounts, in  such
order  as  the  Paying Agent may elect, as shall have  become  or
shall  become  due  and  payable by the Borrower  to  the  Lender
Parties in respect of the Letters of Credit.

          (d)   Neither  the Borrower nor any Person claiming  or
acting on behalf of or through the Borrower shall have any  right
to  withdraw  any  of  the funds held in  the  Letter  of  Credit
Collateral  Account,  except  as  provided  in  Section  6.02(h);
provided, however, that as long as no Event of Default shall have
occurred  and be continuing, and to the extent that there  is  an
amount in excess of $1,000,000 in the Letter of Credit Collateral
Account  at the end of any Business Day after taking into account
applications  of  funds,  if  any,  from  the  Letter  of  Credit
Collateral  Account made pursuant to Section 6.02(c), the  Paying
Agent will, at the written request of the Borrower, from time  to
time invest amounts on deposit in the Letter of Credit Collateral
Account  in  such Eligible Securities as the Borrower may  select
and  the  Paying  Agent may approve; provided  further  that  the
Borrower  shall  take such action as the Paying  Agent  may  deem
necessary or desirable to create a perfected security interest in
favor  of  the  Paying Agent on behalf of itself and  the  Lender
Parties  in any such Eligible Securities.  If the Borrower  shall
have the right to have amounts on deposit in the Letter of Credit
Collateral  Account invested by the Paying Agent, but shall  have
failed  to  request the Paying Agent to invest such amounts,  the
Paying  Agent  will  endeavor  to invest  such  amounts  in  such
Eligible  Securities  as  the Paying  Agent  shall  select.   Any
interest  received  by the Paying Agent in  respect  of  Eligible
Securities  shall  be  credited  against  the  Letter  of  Credit
Obligations.  Non-interest proceeds from Eligible Securities that
are not invested or reinvested in Eligible Securities as provided
above shall be deposited and held in cash in the Letter of Credit
Collateral  Account under the sole dominion and  control  of  the
Paying Agent.

          (e)   The Borrower agrees that it will not (i) sell  or
otherwise  dispose  of  any interest  in  the  Letter  of  Credit
Collateral  or (ii) create or permit to exist any lien,  security
interest  or other charge or encumbrance upon or with respect  to
any  of  the Letter of Credit Collateral, except for the security
interest created by this Section 6.02.

          (f)  If any Event of Default shall have occurred and be
continuing:

          (i)   The  Paying  Agent may, in its  sole  discretion,
     without notice to the Borrower except as required by law and
     at any time from time to time, charge, set off and otherwise
     apply  all  or  any  part of first,  the  Letter  of  Credit
     Obligations  and  second,  the  other  Obligations  of   the
     Borrower  now or hereafter existing under any  of  the  Loan
     Documents,  against the Letter of Credit Collateral  Account
     or any part thereof, in such order as the Paying Agent shall
     elect.   The  Paying  Agent agrees promptly  to  notify  the
     Borrower after any such set-off and application made by  the
     Paying  Agent, provided that the failure to give such notice
     shall   not   affect  the  validity  of  such  set-off   and
     application.   The  rights of the Paying  Agent  under  this
     Section 6.02(f) are in addition to other rights and remedies
     (including  other rights of set-off) that the  Paying  Agent
     may have.

          (ii)   The Paying Agent may also exercise, in its  sole
     discretion,  in  respect of the Letter of Credit  Collateral
     Account,  in  addition  to  the other  rights  and  remedies
     provided  for herein or otherwise available to it,  all  the
     rights  and  remedies of a secured party upon default  under
     the  Uniform Commercial Code in effect in the State  of  New
     York  at that time, and the Paying Agent may, without notice
     except  as  specified  below,  sell  the  Letter  of  Credit
     Collateral  or  any part thereof in one or more  parcels  at
     public or private sale, at any of the Paying Agent's offices
     or  elsewhere,  for cash, on credit or for future  delivery,
     and  upon  such  other terms as the Paying  Agent  may  deem
     commercially reasonable.  The Borrower agrees that,  to  the
     extent notice of sale shall be required by law, at least ten
     days'  notice to the Borrower of the time and place  of  any
     public sale or the time after which any private sale  is  to
     be  made  shall  constitute  reasonable  notification.   The
     Paying  Agent  shall not be obligated to make  any  sale  of
     Letter  of Credit Collateral or any part thereof, regardless
     of  notice of sale having been given.  The Paying Agent  may
     adjourn  any  public or private sale from time  to  time  by
     announcement at the time and place fixed therefor, and  such
     sale  may, without further notice, be made at the  time  and
     place to which it was so adjourned.

          (iii)  Any cash held in the Letter of Credit Collateral
     Account, and all cash proceeds received by the Paying  Agent
     in  respect  of  any  sale  of,  collection  from  or  other
     realization  upon  all or any part of the Letter  of  Credit
     Collateral  Account  may, in the discretion  of  the  Paying
     Agent,  then  or  at any time thereafter be  applied  (after
     payment of any amounts payable pursuant to Section 8.04)  in
     whole or in part by the Paying Agent for the ratable benefit
     of  the  Lender  Parties against all  or  any  part  of  the
     obligations of the Borrower now or hereafter existing  under
     any  of the Loan Documents in such order as the Paying Agent
     may elect.

          (g)  The Paying Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Letter  of
Credit  Collateral if the Letter of Credit Collateral is accorded
treatment  substantially equal to that  which  the  Paying  Agent
accords  its  own property, it being understood that  the  Paying
Agent  shall  not  have any responsibility or liability  (i)  for
ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative  to  any
Eligible  Securities, whether or not the Paying Agent has  or  is
deemed  to  have knowledge of such matters, (ii) for  taking  any
necessary  steps  to  preserve rights against  any  parties  with
respect  to  the  Letter  of  Credit Collateral,  (iii)  for  the
collection  of  any  proceeds from Eligible Securities,  (iv)  by
reason  of  any invalidity, lack of value or uncollectability  of
any  of  the payments received by the Paying Agent from  obligors
with  respect  to  Eligible  Securities,  or  (v)  for  any  loss
resulting  from  investments made pursuant  to  Section  6.02(d),
except  to  the extent such loss was attributable to  the  Paying
Agent's  gross negligence or wilful misconduct in complying  with
Section 6.02(d), or (vi) in connection with any investments  made
pursuant  to Section 6.02(d) without a written request  from  the
Borrower,  or  any failure by the Paying Agent to make  any  such
investment.

          (h)   Any  surplus of the funds held in the  Letter  of
Credit Collateral Account and remaining after payment in full  of
all  of the obligations of the Borrower under this Agreement  and
under any other Loan Document after the Termination Date shall be
paid to the Borrower or to whomsoever may be lawfully entitled to
receive such surplus.

                           ARTICLE VII

                           THE AGENTS

          SECTION  7.01.  Authorization and Action.  Each  Lender
Party  hereby  appoints and authorizes each Agent  to  take  such
action  as  agent on its behalf and to exercise such  powers  and
discretion  under this Agreement and the other Loan Documents  as
are  delegated  to such Agent by the terms hereof, together  with
such  powers and discretion as are reasonably incidental thereto.
As  to  any  matters  not  expressly provided  for  by  the  Loan
Documents   (including,   without  limitation,   enforcement   or
collection of the Notes), no Agent shall be required to  exercise
any  discretion or take any action, but shall be required to  act
or  to  refrain from acting (and shall be fully protected  in  so
acting  or refraining from acting) upon the instructions  of  the
Required Lenders, and such instructions shall be binding upon all
Lender Parties and all holders of Notes; provided, however,  that
no  Agent shall be required to take any action that exposes  such
Agent to personal liability or that is contrary to this Agreement
or  applicable  law.  Each Agent agrees to give  to  each  Lender
Party  prompt  notice of each notice given to it by the  Borrower
pursuant to the terms of this Agreement.

          SECTION 7.02.  Agent's Reliance, Etc.  No Agent nor any
of  its  directors, officers, agents or employees shall be liable
for  any action taken or omitted to be taken by it or them  under
or in connection with the Loan Documents, except for its or their
own  gross  negligence or willful misconduct.  Without limitation
of  the  generality of the foregoing, each Agent:  (i) may  treat
the  payee  of  any Note as the holder thereof until  the  Paying
Agent  receives and accepts an Assignment and Acceptance  entered
into  by  the  Lender Party that is the payee of  such  Note,  as
assignor,  and an Eligible Assignee, as assignee, as provided  in
Section  8.07;  (ii)  may consult with legal  counsel  (including
counsel  for  the  Borrower), independent public accountants  and
other  experts  selected by it and shall not be  liable  for  any
action  taken  or  omitted to be taken in good  faith  by  it  in
accordance  with   the  advice of such  counsel,  accountants  or
experts; (iii) makes no warranty or representation to any  Lender
Party  and shall not be responsible to any Lender Party  for  any
statements,  warranties or representations  (whether  written  or
oral)   made  in  or  in  connection  with  the  Loan  Documents;
(iv) shall not have any duty to ascertain or to inquire as to the
performance  or  observance of any of  the  terms,  covenants  or
conditions of any Loan Document on the part of the Borrower or to
inspect  the  property (including the books and records)  of  the
Borrower;  (v) shall not be responsible to any Lender  Party  for
the    due   execution,   legality,   validity,   enforceability,
genuineness,  sufficiency  or value  of,  or  the  perfection  or
priority of any lien or security interest created or purported to
be  created under or in connection with, any Loan Document or any
other  instrument  or  document furnished  pursuant  hereto;  and
(vi)  shall  incur no liability under or in respect of  any  Loan
Document by acting upon any notice, consent, certificate or other
instrument  or writing (which may be by telecopier,  telegram  or
telex)  believed by it to be genuine and signed or  sent  by  the
proper party or parties.

          SECTION  7.03.   Citibank, Chase and Affiliates.   With
respect  to their Commitments, the Advances made by them and  the
Note  issued  to  them, Citibank and Chase shall  have  the  same
rights  and  powers under the Loan Documents as any other  Lender
Party  and  may  exercise the same as though they  were  not  the
Agents; and the terms "Lender" or "Lenders" and "Lender Party" or
"Lender  Parties"  shall, unless otherwise  expressly  indicated,
include  Citibank  and  Chase  in  their  individual  capacities.
Citibank,  Chase and their Affiliates may accept  deposits  from,
lend  money  to,  act  as  trustee under  indentures  of,  accept
investment banking engagements from and generally engage  in  any
kind of business with, the Borrower, any of its Subsidiaries  and
any  Person  who  may do business with or own securities  of  the
Borrower  or  any such Subsidiary, all as if Citibank  and  Chase
were  not the Agents and without any duty to account therefor  to
the Lender Parties.

          SECTION  7.04.   Lender Credit Decision.   Each  Lender
Party   acknowledges  that  it  has,  independently  and  without
reliance  upon  any Agent or any other Lender and  based  on  the
financial  statements referred to in Section 4.01 and such  other
documents and information as it has deemed appropriate, made  its
own  credit  analysis and decision to enter into this  Agreement.
Each  Lender  Party also acknowledges that it will, independently
and without reliance upon any Agent or any other Lender Party and
based  on  such  documents  and  information  as  it  shall  deem
appropriate  at  the  time,  continue  to  make  its  own  credit
decisions in taking or not taking action under this Agreement.

          SECTION 7.05.  Indemnification.  (a)  Each Lender Party
(other than the Designated Bidders) severally agrees to indemnify
the  Agents,  the Syndication Agent and each Documentation  Agent
(to  the extent not promptly reimbursed by the Borrower) from and
against  such  Lender's  ratable share  (determined  as  provided
below)  of any and all liabilities, obligations, losses, damages,
penalties,  actions,  judgments, suits  or  costs  or  reasonable
expenses  or disbursements of any kind or nature whatsoever  that
may  be  imposed on, incurred by, or asserted against such Agent,
Syndication Agent or Documentation Agent, as the case may be,  in
any  way relating to or arising out of the Loan Documents or  any
action  taken  or  omitted by such Agent,  Syndication  Agent  or
Documentation  Agent,  as  the  case  may  be,  under  the   Loan
Documents;  provided,  however, that no  Lender  Party  shall  be
liable  for any portion of such liabilities, obligations, losses,
damages,  penalties, actions, judgments,  suits, costs,  expenses
or  disbursements resulting from the gross negligence or  willful
misconduct  of  any  Agent, Syndication  Agent  or  Documentation
Agent,  as the case may be.  Without limitation of the foregoing,
each  Lender Party (other than the Designated Bidders) agrees  to
reimburse each Agent, Syndication Agent and Documentation  Agent,
as the case may be, promptly upon demand for its ratable share of
any reasonable costs and expenses (including, without limitation,
reasonable fees and expenses of counsel) payable by the  Borrower
under  Section  8.04, to the extent that such Agent,  Syndication
Agent or Documentation Agent, as the case may be, is not promptly
reimbursed  for  such costs and expenses by  the  Borrower.   For
purposes  of this Section 7.05(a), the Lender Parties' respective
ratable  shares of any amount shall be determined, at  any  time,
according to the sum of (a) the aggregate principal amount of the
Advances  outstanding at such time and owing  to  the  respective
Lender  Parties,  (b) their respective Pro  Rata  Shares  of  the
aggregate  Available Amount of all Letters of Credit  outstanding
at  such  time  and (c) their respective Unused Revolving  Credit
Commitments  at  such  time.  In the  event  that  any  Defaulted
Advance shall be owing by any Defaulting Lender at any time, such
Lender  Party's  Commitment with respect to  the  Facility  under
which such Defaulted Advance was required to have been made shall
be  considered to be unused for purposes of this Section  7.05(a)
to  the  extent  of  the amount of such Defaulted  Advance.   The
failure of any Lender to reimburse such Agent, Syndication  Agent
or  Documentation Agent, as the case may be, promptly upon demand
for  its ratable share of any amount required to be paid  by  the
Lender  Parties to such Agent, Syndication Agent or Documentation
Agent,  as the case may be, as provided herein shall not  relieve
any  other  Lender Party of its obligation hereunder to reimburse
such Agent, Syndication Agent or Documentation Agent, as the case
may be, for its ratable share of such amount, but no Lender Party
shall be responsible for the failure of any other Lender Party to
reimburse  such Agent, Syndication Agent or Documentation  Agent,
as  the case may be, for such other Lender Party's ratable  share
of  such amount.  Without prejudice to the survival of any  other
agreement  of  any  Lender  Party hereunder,  the  agreement  and
obligations   of   each   Lender   Party   contained   in    this
Section  7.05(a) shall survive the payment in full of  principal,
interest  and all other amounts payable hereunder and  under  the
other Loan Documents.

          (b)   Each  Lender  Party (other  than  the  Designated
Bidders) severally agrees to indemnify each Issuing Bank (to  the
extent  not  reimbursed by the Borrower) from  and  against  such
Lender  Party's ratable share (determined as provided  below)  of
any and all liabilities, obligations, losses, damages, penalties,
actions,  judgments, suits, costs, expenses or  disbursements  of
any  kind  or nature whatsoever that may be imposed on,  incurred
by, or asserted against such Issuing Bank in any way relating  to
or  arising  out  of the Loan Documents or any  action  taken  or
omitted  by such Issuing Bank under the Loan Documents; provided,
that  no  Lender  Party shall be liable for any portion  of  such
liabilities,  obligations, losses, damages,  penalties,  actions,
judgments, suits, costs, expenses or disbursements resulting from
such  Issuing  Bank's  gross negligence  or  willful  misconduct.
Without  limitation  of the foregoing, each Lender  Party  (other
than  the  Designated Bidders) agrees to reimburse  such  Issuing
Bank promptly upon demand for its ratable share of any costs  and
expenses  (including,  without limitation,  reasonable  fees  and
expenses of counsel) payable by the Borrower under Section  8.04,
to  the  extent that such Issuing Bank is not promptly reimbursed
for  such  costs and expenses by the Borrower.  For  purposes  of
this  Section  7.05(b), the Lenders Parties'  respective  ratable
shares  of any amount shall be determined, at any time, according
to  the sum of (a) the aggregate principal amount of the Advances
outstanding  at  such  time and owing to  the  respective  Lender
Parties,  (b)  their respective Pro Rata Shares of the  aggregate
Available  Amount  of all Letters of Credit outstanding  at  such
time,   and   (c)   their  respective  Unused  Revolving   Credit
Commitments at such time. The failure of any Lender party  (other
than a Designated Bidder) to reimburse such Issuing Bank promptly
upon  demand for its ratable share of any amount required  to  be
paid  by  the  Lender Parties to such Issuing  Bank  as  provided
herein shall not relieve any other Lender Party of its obligation
hereunder to reimburse such Issuing Bank for its ratable share of
such  amount,  but no Lender Party shall be responsible  for  the
failure of any other Lender Party to reimburse such Issuing  Bank
for  such  other  Lender Party's ratable share  of  such  amount.
Without prejudice to the survival of any other agreement  of  any
Lender  Party  hereunder, the agreement and obligations  of  each
Lender Party contained in this Section 7.05(b) shall survive  the
payment  in  full  of principal, interest and all  other  amounts
payable hereunder and under the other Loan Documents.

          SECTION 7.06.  Successor Agents.  Either Administrative
Agent  or  the  Paying Agent may resign at  any  time  by  giving
written notice thereof to the Lender Parties and the Borrower and
may  be removed at any time with or without cause by the Required
Lenders.   Upon  any  such resignation or removal,  the  Required
Lenders   shall   have   the  right  to   appoint   a   successor
Administrative  Agent  or  Paying Agent,  as  the  case  may  be,
subject,  so  long  as  no Default shall  have  occurred  and  be
continuing,  to the consent of the Borrower (which consent  shall
not  be  unreasonably  withheld or  delayed).   If  no  successor
Administrative Agent or Paying Agent shall have been so appointed
by   the   Required  Lenders,  and  shall  have   accepted   such
appointment,  within  30  days after the retiring  Administrative
Agent's or Paying Agent's giving of notice of resignation or  the
Required Lenders' removal of the retiring Administrative Agent or
Paying  Agent, then the retiring Administrative Agent  or  Paying
Agent  may, on behalf of the Lender Parties, appoint a  successor
Administrative Agent or Paying Agent, which shall be a commercial
bank organized under the laws of the United States of America  or
of any State thereof and having a combined capital and surplus of
at  least $1,000,000,000.  Upon the acceptance of any appointment
as  Administrative Agent or Paying Agent hereunder by a successor
Administrative   Agent   or   Paying   Agent,   such    successor
Administrative Agent or Paying Agent shall thereupon  succeed  to
and  become  vested  with  all  the rights,  powers,  discretion,
privileges  and  duties of the retiring Administrative  Agent  or
Paying  Agent,  and the retiring Administrative Agent  or  Paying
Agent  shall be discharged from its duties and obligations  under
this  Agreement.   After any retiring Administrative  Agent's  or
Paying Agent's resignation or removal hereunder as Administrative
Agent  or Paying Agent, the provisions of this Article VII  shall
inure  to  its benefit as to any actions taken or omitted  to  be
taken  by  it  while it was Administrative Agent or Paying  Agent
under this Agreement.

          SECTION 7.07.  Other Agents.  Each Lender Party and the
Borrower hereby acknowledge that neither the syndication agent,
the documentation agent nor any other Lender designated as any
"Agent" (other than the Agent) on the cover page or the signature
pages hereof has any liability hereunder other than in its
capacity as a Lender.

                          ARTICLE VIII

                          MISCELLANEOUS

          SECTION 8.01.  Amendments, Etc.  No amendment or waiver
of any provision of this Agreement or the Revolving Credit Notes,
nor consent to any departure by the Borrower therefrom, shall  in
any  event  be effective unless the same shall be in writing  and
signed  by the Required Lenders, and then such waiver or  consent
shall  be  effective only in the specific instance  and  for  the
specific  purpose  for which given; provided,  however,  that  no
amendment, waiver or consent shall, unless in writing and  signed
by  all the Lenders (other than the Designated Bidders and  other
than  any Lender that is, at such time, a Defaulting Lender),  do
any  of the following:  (a) waive any of the conditions specified
in  Section 3.01, (b) increase the Commitments of the Lenders  or
subject the Lenders to any additional obligations, (c) reduce the
principal of, or interest on, the Revolving Credit Notes  or  any
fees  or  other amounts payable hereunder, (d) postpone any  date
fixed  for  any  payment of principal of,  or  interest  on,  the
Revolving  Credit  Notes  or any fees or  other  amounts  payable
hereunder,  (e)  change the percentage of  the  Commitments,  the
aggregate Available Amount of outstanding Letters of Credit or of
the  aggregate  unpaid principal amount of the  Revolving  Credit
Notes,  or the number of Lenders, that shall be required for  the
Lenders or any of them to take any action hereunder or (f)  amend
this Section 8.01; and provided further that no amendment, waiver
or consent shall, unless in writing and signed by each Swing Line
Bank  or  Issuing  Bank, as the case may be, in addition  to  the
Lenders required above to take such action, affect the rights  or
duties  of the Swing Line Banks or of the Issuing Banks,  as  the
case  may  be,  under this Agreement or any Note;  and  provided,
further,  that no amendment, waiver or consent shall,  unless  in
writing  and  signed by the Administrative Agents or  the  Paying
Agent,  as  the case may be, in addition to the Lenders  required
above  to  take such action, affect the rights or duties  of  the
Administrative Agents or Paying Agent, as the case may be,  under
this Agreement or any Note.

          SECTION  8.02.   Notices, Etc.  All notices  and  other
communications  provided  for  hereunder  shall  be  in   writing
(including  telecopier, telegraphic or telex  communication)  and
mailed, telecopied, telegraphed, telexed or delivered, if to  the
Borrower,  at  its address at 7 West Seventh Street,  Cincinnati,
Ohio  45202, Attention:  Chief Financial Officer, with a copy  to
General Counsel; if to any Initial Lender, Swing Line Bank or any
Initial  Issuing  Bank, at its Domestic Lending Office  specified
opposite  its  name on Schedule I hereto; if to any other  Lender
Party, at its Domestic Lending Office specified in the Assignment
and Acceptance pursuant to which it became a Lender Party; and if
Citibank in its capacity as Paying Agent or Administrative Agent,
at  its  address at 2 Penns Way, Suite 200, New Castle,  Delaware
19720,  Attention: Tim Card, Loan Syndications;  or,  as  to  the
Borrower, the Paying Agent or such Administrative Agent, at  such
other  address as shall be designated by such party in a  written
notice to the other parties and, as to each other party, at  such
other  address as shall be designated by such party in a  written
notice  to  the Borrower and the Paying Agent.  All such  notices
and  communications  shall, (a) when mailed, be  effective  three
Business Days after the same is deposited in the mails, (b)  when
mailed  for  next day delivery by a reputable freight company  or
reputable  overnight courier service, be effective  one  Business
Day  thereafter,  and (c) when sent by telegraph,  telecopier  or
telex,  be  effective  when the same is confirmed  by  telephone,
telecopier  confirmation or return telecopy or telex  answerback,
respectively,  except  that  notices and  communications  to  the
Paying  Agent  pursuant to Article II, III or VII  shall  not  be
effective  until  received  by the  Paying  Agent.   Delivery  by
telecopier of an executed counterpart of any amendment or  waiver
of any provision of this Agreement or the Notes or of any Exhibit
hereto  to be executed and delivered hereunder shall be effective
as delivery of a manually executed counterpart thereof.

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

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

          (b)  The Borrower agrees to indemnify and hold harmless
the Agents and each Lender and each of their Affiliates and their
officers,  directors, employees, agents and  advisors  (each,  an
"Indemnified  Party")  from  and  against  any  and  all  claims,
damages,  losses,  liabilities and expenses  (including,  without
limitation, reasonable fees and expenses of counsel) that may  be
incurred by or asserted or awarded against any Indemnified Party,
in each case arising out of or in connection with or by reason of
(including,   without   limitation,  in   connection   with   any
investigation,  litigation  or proceeding  or  preparation  of  a
defense in connection therewith) (i) the Loan Documents,  any  of
the  transactions contemplated thereby or the actual or  proposed
use of the proceeds of the Advances or (ii) the actual or alleged
presence  of Hazardous Materials on any property of the  Borrower
or  any  of its Subsidiaries or any Environmental Action relating
in  any way to the Borrower or any of its Subsidiaries, except to
the  extent  such claim, damage, loss, liability  or  expense  is
found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party's gross
negligence   or   willful  misconduct.   In  the   case   of   an
investigation,  litigation  or  other  proceeding  to  which  the
indemnity  in this Section 8.04(b) applies, such indemnity  shall
be  effective  whether or not such investigation,  litigation  or
proceeding   is   brought   by  the  Borrower,   its   directors,
shareholders  or creditors or an Indemnified Party or  any  other
Person or any Indemnified Party is otherwise a party thereto  and
whether   or   not  the  transactions  contemplated  hereby   are
consummated,  except  to  the extent such  claim,  damage,  loss,
liability or expense is found in a final, non-appealable judgment
by  a  court of competent jurisdiction to have resulted from such
Indemnified Party's gross negligence or willful misconduct.   The
Borrower  also  agrees that no Indemnified Party shall  have  any
liability  (whether direct or indirect, in contract  or  tort  or
otherwise)  to  the  Borrower or any of its security  holders  or
creditors  arising out of, related to or in connection  with  the
Facilities, the actual or proposed use of the Advances, the  Loan
Documents or any of the transactions contemplated thereby, except
(a)  to  the  extent  that such liability is  found  in  a  final
non-appealable  judgment by a court of competent jurisdiction  to
have  resulted from such Indemnified Party's gross negligence  or
willful   misconduct   and  (b)  for  direct,   as   opposed   to
consequential,  damages  for breach of the  Indemnified  Parties'
obligations hereunder.

          (c)   If any payment of principal of, or Conversion of,
any  Eurodollar Rate Advance or LIBO Rate Advance is made by  the
Borrower  to or for the account of a Lender Party other  than  on
the last day of the Interest Period for such Advance, as a result
of  a  payment or Conversion pursuant to Section 2.08(d) or  (e),
2.10  or 2.12, acceleration of the maturity of the Notes pursuant
to  Section  6.01  or for any other reason,  or  by  an  Eligible
Assignee  to  a Lender Party other than on the last  day  of  the
Interest Period for such Advance upon an assignment of rights and
obligations under this Agreement pursuant to Section  8.07  as  a
result  of a demand by the Borrower pursuant to Section  8.07(a),
the Borrower shall, upon demand by such Lender Party (with a copy
of  such demand to the Paying Agent), pay to the Paying Agent for
the  account  of  such  Lender  Party  any  amounts  required  to
compensate such Lender Party for any additional losses, costs  or
expenses that it may reasonably incur as a result of such payment
or Conversion, including, without limitation, any loss (excluding
loss  of anticipated profits), cost or expense incurred by reason
of  the  liquidation or reemployment of deposits or  other  funds
acquired by any Lender Party to fund or maintain such Advance.

          (d)   If  the Borrower fails to pay when due any costs,
expenses  or other amounts payable by it under any Loan Document,
including,  without limitation, reasonable fees and  expenses  of
counsel and indemnities, such amount may be paid on behalf of the
Borrower  by  the  Paying  Agent  or  any  Lender,  in  its  sole
discretion.

          (e)   Without  prejudice to the survival of  any  other
agreement   of   the  Borrower  hereunder,  the  agreements   and
obligations of the Borrower contained in Sections 2.11, 2.14  and
8.04 shall survive the payment in full of principal, interest and
all other amounts payable hereunder and under the Notes.

          SECTION   8.05.   Right  of  Set-off.   Upon  (i)   the
occurrence and during the continuance of any Event of Default and
(ii)  the  making of the request or the granting of  the  consent
specified by Section 6.01 to authorize the Agents to declare  the
Notes due and payable pursuant to the provisions of Section 6.01,
each Lender Party and each of its Affiliates is hereby authorized
at  any  time  and  from  time to time,  to  the  fullest  extent
permitted  by  law,  to set off and apply any  and  all  deposits
(general or special, time or demand, provisional or final) at any
time held and other indebtedness at any time owing by such Lender
Party  or  such Affiliate to or for the credit or the account  of
the  Borrower  against  any and all of  the  obligations  of  the
Borrower now or hereafter existing under this Agreement  and  the
Note  held by such Lender Party, whether or not such Lender Party
shall have made any demand under this Agreement or such Note  and
although  such obligations may be unmatured.  Each  Lender  Party
agrees promptly to notify the Borrower after any such set-off and
application, provided that the failure to give such notice  shall
not  affect  the  validity of such set-off and application.   The
rights of each Lender Party and its Affiliates under this Section
are  in addition to other rights and remedies (including, without
limitation, other rights of set-off) that such Lender  Party  and
its Affiliates may have.

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

          SECTION    8.07.     Assignments,   Designations    and
Participations.   (a)   Each Lender (other  than  the  Designated
Bidders) may, and if demanded by the Borrower (following a demand
by  such  Lender  pursuant to Section 2.11)  upon  at  least  ten
Business  Days' notice to such Lender and the Paying Agent  will,
assign to one or more Persons all or a portion of its rights  and
obligations  under this Agreement (including, without limitation,
all or a portion of its Commitment, the Revolving Credit Advances
owing  to it and the Revolving Credit Note or Notes held by  it);
provided, however, that (i) each such assignment shall  be  of  a
constant,  and  not  a  varying, percentage  of  all  rights  and
obligations  under this Agreement (other than any right  to  make
Competitive  Bid Advances, Competitive Bid Advances owing  to  it
and  Competitive  Bid  Notes), (ii) except  in  the  case  of  an
assignment   to  a  Person  that,  immediately  prior   to   such
assignment,  was a Lender or an assignment of all of  a  Lender's
rights  and obligations under this Agreement, the amount  of  the
Commitment  of  the assigning Lender being assigned  pursuant  to
each such assignment (determined as of the date of the Assignment
and Acceptance with respect to such assignment) shall in no event
be less than $10,000,000 or an integral multiple of $1,000,000 in
excess  thereof,  (iii)  each such  assignment  shall  be  to  an
Eligible Assignee, (iv) each such assignment made as a result  of
a  demand by the Borrower pursuant to this Section 8.07(a)  shall
be  arranged by the Borrower after consultation with  the  Paying
Agent and shall be either an assignment of all of the rights  and
obligations  of the assigning Lender under this Agreement  or  an
assignment  of  a  portion of such rights  and  obligations  made
concurrently   with  another  such  assignment  or   other   such
assignments that together cover all of the rights and obligations
of the assigning Lender under this Agreement, (v) no Lender shall
be  obligated to make any such assignment as a result of a demand
by the Borrower pursuant to this Section 8.07(a) unless and until
such  Lender shall have received one or more payments from either
the  Borrower  or one or more Eligible Assignees in an  aggregate
amount  at  least  equal  to the aggregate outstanding  principal
amount  of  the  Advances  owing to such  Lender,  together  with
accrued interest thereon to the date of payment of such principal
amount  and  all other amounts payable to such Lender under  this
Agreement,  and  (vi) the parties to each such  assignment  shall
execute  and deliver to the Paying Agent, for its acceptance  and
recording in the Register, an Assignment and Acceptance, together
with  any Revolving Credit Note subject to such assignment and  a
processing and recordation fee of $3,500.

          (b)   Each  Issuing  Bank may assign  to  one  or  more
Eligible Assignees all or a portion of its rights and obligations
under  the undrawn portion of its Letter of Credit Commitment  at
any  time; provided, however, that (i) except in the case  of  an
assignment  to a Person that immediately prior to such assignment
was  an Issuing Bank or an assignment of all of an Issuing Bank's
rights  and obligations under this Agreement, the amount  of  the
Letter  of Credit Commitment of the assigning Issuing Bank  being
assigned pursuant to each such assignment (determined as  of  the
date  of  the  Assignment and Acceptance  with  respect  to  such
assignment) shall in no event be less than $10,000,000 and  shall
be  in an integral multiple of $1,000,000 in excess thereof, (ii)
each  such assignment shall be to an Eligible Assignee, and (iii)
the parties to each such assignment shall execute and deliver  to
the  Paying  Agent,  for  its acceptance  and  recording  in  the
Register,   an  Assignment  and  Acceptance,  together   with   a
processing  and recordation fee (unless paid pursuant to  Section
8.07(a)) of $2,000 for each Assignment and Acceptance between  an
Issuing Bank and its Affiliate or another Issuing Bank or  $3,500
for each other Assignment and Acceptance.

          (c)   Upon  the  execution,  delivery,  acceptance  and
recording,  from and after the effective date specified  in  each
Assignment and Acceptance, (x) the assignee thereunder shall be a
party  hereto  and,  to  the extent that rights  and  obligations
hereunder  have  been assigned to it pursuant to such  Assignment
and  Acceptance, have the rights and obligations of a  Lender  or
Issuing Bank, as the case may be, hereunder and (y) the Lender or
Issuing Bank assignor thereunder shall, to the extent that rights
and  obligations hereunder have been assigned by it  pursuant  to
such  Assignment  and Acceptance, relinquish its  rights  and  be
released from its obligations under this Agreement (and,  in  the
case  of  an  Assignment  and  Acceptance  covering  all  or  the
remaining portion of an assigning Lender's rights and obligations
under  this  Agreement, such Lender shall cease  to  be  a  party
hereto).

          (d)   By  executing  and delivering an  Assignment  and
Acceptance,  the  Lender  assignor thereunder  and  the  assignee
thereunder  confirm to and agree with each other  and  the  other
parties  hereto as follows:  (i) other than as provided  in  such
Assignment  and  Acceptance,  such  assigning  Lender  makes   no
representation  or  warranty and assumes no  responsibility  with
respect to any statements, warranties or representations made  in
or  in  connection  with  any  Loan Document  or  the  execution,
legality,  validity, enforceability, genuineness, sufficiency  or
value  of, or the perfection or priority of any lien or  security
interest  created  or  purported  to  be  created  under  or   in
connection  with,  any Loan Document or any other  instrument  or
document  furnished pursuant hereto; (ii) such  assigning  Lender
makes no representation or warranty and assumes no responsibility
with  respect to the financial condition of the Borrower  or  the
performance  or  observance  by  the  Borrower  of  any  of   its
obligations  under any Loan Document or any other  instrument  or
document  furnished pursuant hereto; (iii) such assignee confirms
that  it  has  received a copy of this Agreement,  together  with
copies  of  the financial statements referred to in Section  4.01
and  such  other  documents  and information  as  it  has  deemed
appropriate to make its own credit analysis and decision to enter
into  such  Assignment and Acceptance; (iv) such  assignee  will,
independently and without reliance upon any Agent, such assigning
Lender  or  any  other  Lender and based on  such  documents  and
information as it shall deem appropriate at the time, continue to
make  its  own  credit decisions in taking or not  taking  action
under  this Agreement; (v) such assignee confirms that it  is  an
Eligible Assignee; (vi) such assignee appoints and authorizes the
Agents to take such action as agent on its behalf and to exercise
such  powers and discretion under this Agreement as are delegated
to  the Agents by the terms hereof, together with such powers and
discretion  as are reasonably incidental thereto; and (vii)  such
assignee  agrees  that it will perform in accordance  with  their
terms  all of the obligations that by the terms of this Agreement
are required to be performed by it as a Lender.

          (e)   Upon  its receipt of an Assignment and Acceptance
executed by an assigning Lender and an assignee representing that
it  is  an Eligible Assignee, together with any Revolving  Credit
Note  or  Notes, if any, subject to such assignment,  the  Paying
Agent shall, if such Assignment and Acceptance has been completed
and  is in substantially the form of Exhibit C hereto, (i) accept
such  Assignment  and  Acceptance, (ii)  record  the  information
contained  therein in the Register and (iii) give  prompt  notice
thereof  to  the Borrower.  Within five Business Days  after  its
receipt  of such notice and if so requested by the assignee,  the
Borrower,  at its own expense, shall execute and deliver  to  the
Paying  Agent  in  exchange for the surrendered Revolving  Credit
Note  a new Note to the order of such assignee in an amount equal
to  the Commitment assumed by it pursuant to such Assignment  and
Acceptance and, if the assigning Lender has retained a Commitment
hereunder  and so requests, a new Revolving Credit  Note  to  the
order  of  the  assigning  Lender  in  an  amount  equal  to  the
Commitment  retained by it hereunder.  Such new Revolving  Credit
Note  or Notes, if any, shall be in an aggregate principal amount
equal  to  the  aggregate principal amount  of  such  surrendered
Revolving  Credit  Note  or Notes, if any,  shall  be  dated  the
effective  date  of  such  Assignment and  Acceptance  and  shall
otherwise be in substantially the form of Exhibit A-1 hereto.

          (f)   Each  Lender (other than the Designated  Bidders)
may designate one or more banks or other entities to have a right
to  make  Competitive  Bid  Advances  as  a  Lender  pursuant  to
Section 2.03; provided, however, that (i) no such Lender shall be
entitled to make more than two such designations, (ii) each  such
Lender  making one or more of such designations shall retain  the
right  to  make Competitive Bid Advances as a Lender pursuant  to
Section  2.03,  (iii)  each  such  designation  shall  be  to   a
Designated  Bidder and (iv) the parties to each such  designation
shall execute and deliver to the Paying Agent, for its acceptance
and  recording  in the Register, a Designation  Agreement.   Upon
such  execution,  delivery, acceptance and  recording,  from  and
after the effective date specified in each Designation Agreement,
the  designee thereunder shall be a party hereto with a right  to
make   Competitive   Bid  Advances  as  a  Lender   pursuant   to
Section 2.03 and the obligations related thereto.

          (g)    By   executing  and  delivering  a   Designation
Agreement, the Lender making the designation thereunder  and  its
designee  thereunder confirm and agree with each  other  and  the
other  parties  hereto  as follows:  (i)  such  Lender  makes  no
representation  or  warranty and assumes no  responsibility  with
respect to any statements, warranties or representations made  in
or  in  connection  with  any  Loan Document  or  the  execution,
legality,  validity, enforceability, genuineness, sufficiency  or
value  of, or the perfection or priority of any lien or  security
interest  created  or  purported  to  be  created  under  or   in
connection  with,  this  Agreement or  any  other  instrument  or
document  furnished pursuant hereto; (ii) such  Lender  makes  no
representation  or  warranty and assumes no  responsibility  with
respect  to  the  financial condition  of  the  Borrower  or  the
performance  or  observance  by  the  Borrower  of  any  of   its
obligations  under any Loan Document or any other  instrument  or
document  furnished pursuant hereto; (iii) such designee confirms
that  it  has  received a copy of this Agreement,  together  with
copies  of  the financial statements referred to in Section  4.01
and  such  other  documents  and information  as  it  has  deemed
appropriate to make its own credit analysis and decision to enter
into   such  Designation  Agreement;  (iv)  such  designee  will,
independently   and  without  reliance  upon  any   Agent,   such
designating  Lender  or  any  other  Lender  and  based  on  such
documents  and  information as it shall deem appropriate  at  the
time, continue to make its own credit decisions in taking or  not
taking  action  under this Agreement; (v) such designee  confirms
that  it is a Designated Bidder; (vi) such designee appoints  and
authorizes the Agents to take such action as agent on its  behalf
and  to  exercise such powers and discretion under this Agreement
as are delegated to the Agents by the terms hereof, together with
such  powers and discretion as are reasonably incidental thereto;
and (vii) such designee agrees that it will perform in accordance
with  their  terms all of the obligations which by the  terms  of
this Agreement are required to be performed by it as a Lender.

          (h)   Upon  its  receipt  of  a  Designation  Agreement
executed by a designating Lender and a designee representing that
it  is  a  Designated  Bidder, the Paying Agent  shall,  if  such
Designation Agreement has been completed and is substantially  in
the  form  of  Exhibit  D  hereto, (i)  accept  such  Designation
Agreement, (ii) record the information contained therein  in  the
Register and (iii) give prompt notice thereof to the Borrower.

          (i)   The  Paying Agent shall maintain at  its  address
referred  to  in  Section  8.02 a copy  of  each  Assignment  and
Acceptance  and  each  Designation  Agreement  delivered  to  and
accepted  by it and a register for the recordation of  the  names
and  addresses of the Lenders and, with respect to Lenders  other
than  Designated Bidders, the Commitment of, and principal amount
of  the  Advances owing to, each Lender from time  to  time  (the
"Register").  The entries in the Register shall be conclusive and
binding  for  all  purposes,  absent  manifest  error,  and   the
Borrower, the Paying Agent and the Lenders may treat each  Person
whose name is recorded in the Register as a Lender hereunder  for
all  purposes of this Agreement.  The Register shall be available
for  inspection  by the Borrower or any Lender at any  reasonable
time and from time to time upon reasonable prior notice.

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

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

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

          SECTION 8.08.  Confidentiality.   None of the Agents or
any  Lender Party shall disclose any Confidential Information  to
any  Person  without the written consent of the  Borrower,  other
than  (a)  to  such Agent's or such Lender Party's Affiliates  to
whom  disclosure is required to enable any such Agent  or  Lender
Party  to  perform  its obligations under this  Agreement  or  in
connection  with  the administration or monitoring  of  the  Loan
Documents  by  such  Agent or Lender Party  and  their  officers,
directors, employees, agents, representatives and advisors and to
actual  or  prospective Eligible Assignees and participants,  and
that,  in  each case, are advised of the confidential  nature  of
such  Confidential Information, (b) as required by any law,  rule
or  regulation or judicial process, (c) to any rating agency when
required  by  it in connection with the Competitive Bid  Advances
made by, and the rating of, any Designated Bidder, provided that,
prior  to any such disclosure, such rating agency shall undertake
to  preserve  the confidentiality of any Confidential Information
received  by it from such Lender and (d) as requested or required
by any state, federal or foreign authority or examiner regulating
banks or banking.

          SECTION 8.09.  No Liability of the Issuing Banks.   The
Borrower  assumes  all  risks of the acts  or  omissions  of  any
beneficiary or transferee of any Letter of Credit with respect to
its  use of such Letter of Credit.  Neither any Issuing Bank  nor
any  of  its officers or directors shall be liable or responsible
for:  (a) the use that may be made of any Letter of Credit or any
acts  or omissions of any beneficiary or transferee in connection
therewith;  (b)  the  validity,  sufficiency  or  genuineness  of
documents, or of any endorsement thereon, even if such  documents
should  prove to be in any or all respects invalid, insufficient,
fraudulent  or forged; (c) payment by such Issuing  Bank  against
presentation of documents that do not comply with the terms of  a
Letter of Credit, including failure of any documents to bear  any
reference  or adequate reference to the Letter of Credit,  unless
such  documents  are substantially different from the  applicable
form  specified  by  such  Letter of Credit;  or  (d)  any  other
circumstances  whatsoever in making or failing  to  make  payment
under any Letter of Credit, except that the Borrower shall have a
claim  against such Issuing Bank, and such Issuing Bank shall  be
liable  to  the  Borrower, to the extent of any direct,  but  not
consequential, damages suffered by the Borrower that the Borrower
proves  were caused by (i) such Issuing Bank's willful misconduct
or  gross  negligence in determining whether documents  presented
under any Letter of Credit comply with the terms of the Letter of
Credit or (ii) such Issuing Bank's willful failure to make lawful
payment under a Letter of Credit after the presentation to it  of
a  draft  and certificates strictly complying with the terms  and
conditions  of the Letter of Credit.  In furtherance and  not  in
limitation  of  the  foregoing,  such  Issuing  Bank  may  accept
documents  that  appear on their face to  be  in  order,  without
responsibility  for  further  investigation,  regardless  of  any
notice or information to the contrary.

          SECTION  8.10.  Governing Law.  This Agreement and  the
Notes shall be governed by, and construed in accordance with, the
laws of the State of New York.

          SECTION   8.11.    Execution  in  Counterparts.    This
Agreement  may be executed in any number of counterparts  and  by
different parties hereto in separate counterparts, each of  which
when  so  executed shall be deemed to be an original and  all  of
which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page  to  this
Agreement  by  telecopier shall be effective  as  delivery  of  a
manually executed counterpart of this Agreement.

          SECTION  8.12.  Judgment.  (a)  If for the purposes  of
obtaining judgment in any court it is necessary to convert a  sum
due  hereunder or under the Notes in any currency (the  "Original
Currency")  into  another  currency (the  "Other  Currency")  the
parties  hereto  agree,  to  the fullest  extent  that  they  may
effectively do so, that the rate of exchange used shall  be  that
at  which in accordance with normal banking procedures the Paying
Agent  could  purchase  the  Original  Currency  with  the  Other
Currency  at 9:00 A.M. (New York City time) on the first Business
Day preceding that on which final judgment is given.

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

          SECTION  8.13.  Jurisdiction, Etc.  (a)   Each  of  the
parties  hereto  hereby irrevocably and unconditionally  submits,
for itself and its property, to the nonexclusive jurisdiction  of
any New York State court or federal court of the United States of
America  sitting in New York City, and any appellate  court  from
any  thereof,  in  any action or proceeding  arising  out  of  or
relating  to  this Agreement or the Notes, or for recognition  or
enforcement  of  any  judgment, and each of  the  parties  hereto
hereby irrevocably and unconditionally agrees that all claims  in
respect  of  any  such  action or proceeding  may  be  heard  and
determined  in  any such New York State court or, to  the  extent
permitted  by  law, in such federal court.  Each of  the  parties
hereto  agrees  that  a  final judgment in  any  such  action  or
proceeding  shall  be  conclusive and may be  enforced  in  other
jurisdictions  by  suit on the judgment or in  any  other  manner
provided  by  law.   Nothing in this Agreement shall  affect  any
right  that any party may otherwise have to bring any  action  or
proceeding relating to this Agreement or the Notes in the  courts
of any jurisdiction.

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

          SECTION  8.14.   Waiver of Jury  Trial.   Each  of  the
Borrower,  the  Agents and the Lender Parties hereby  irrevocably
waives  all  right to trial by jury in any action, proceeding  or
counterclaim  (whether  based  on contract,  tort  or  otherwise)
arising out of or relating to this Agreement or the Notes or  the
actions  of  any  Agent or any Lender Party in  the  negotiation,
administration, performance or enforcement thereof.

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



                          THE BORROWER



                          FEDERATED DEPARTMENT STORES, INC.

                          By:  /s/ Karen M. Hoguet
                             Title:  Senior Vice President and
                          Chief Financial Officer



                          CITIBANK, N.A.,
                            as an Administrative Agent and as
                          Paying Agent

                          By:  /s/ Steven R. Victorin
                             Title:  Vice President



                          THE CHASE MANHATTAN BANK,
                            as an Administrative Agent

                          By:  /s/ __________________
                             Title:  President



                          THE INITIAL LENDERS



                          Lead Arrangers

                          CITIBANK, NA.

                          By:  /s/ Steven R. Victorin
                             Title:  Vice President



                          THE CHASE MANHATTAN BANK

                          By:  /s/ Barry K. Bergman
                             Title:  Vice President



                          Syndication Agent

                          FLEET NATIONAL BANK

                          By:  /s/ Judith C.E. Kelly
                             Title:  Director



                          Documentation Agents

                          BANK OF AMERICA, N.A.

                          By:  /s/ Amy Krovocheck
                             Title:  Vice President



                          THE BANK OF NEW YORK

                          By:  /s/ William Barnum
                             Title:  Vice President



                          CREDIT SUISSE FIRST BOSTON

                          By:  /s/ Bill O'Daly
                             Title:  Vice President

                          By:  /s/ Kristin Lepri
                             Title:  Assistant Vice President



                          Senior Managing Agents

                          BANK ONE, NA

                          By:  /s/ Catherine A. Muszynski
                             Title:  Vice President



                          FIRSTAR BANK, N.A.

                          By:  /s/ Derek S. Roudebush
                             Title:  Vice President



                          PNC BANK, NATIONAL ASSOCIATION

                          By:  /s/ Bruce A. Kintner
                             Title:  Vice President



                          Managing Agents

                          THE FIFTH THIRD BANK

                          By:  /s/ Christine L. Wagner
                             Title:  Assistant Vice President



                          MELLON BANK, N.A.

                          By:  /s/ Louis E. Flori
                             Title:  Vice President



                          SUMITOMO MITSUI BANKING CORPORATION

                          By:  /s/ John H. Kemper
                             Title:  Senior Vice President



                          Lenders

                          ALLFIRST BANK

                          By:  /s/ Robert M. Beaver
                             Title:  Senior Vice President



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

                          By:  /s/ Juan J. Cortes
                             Title:  Vice President

                          By:  /s/ Leonardo Valentini
                             Title:  First Vice President



                          FIRST UNION NATIONAL BANK

                          By:  /s/ Margaret Gibbins
                             Title:  Senior Vice President



                          STANDARD CHARTERED BANK

                          By:  /s/ Shafiq Ur Rahman
                             Title:  Senior Vice President

                          By:  /s/ Jamin K. Hill
                             Title:  Senior Vice President



                          WELLS FARGO BANK, N.A.

                          By:  /s/ James Heinz
                             Title:  Vice President

                          By:  /s/ Melissa Nachman
                             Title:  Vice President



                           SCHEDULE I

           COMMITMENTS AND APPLICABLE LENDING OFFICES


Name of Initial     Revolving     Domestic Lending    Eurodollar Lending
   Lender            Credit            Office                Office
                    Commitment
Allfirst Bank       $15,000,000  Credit:               Credit:
                                 25 S. Charles Street  25 S. Charles Street
                                 Baltimore, MD  21201  Baltimore, MD  21201
                                 Attn:  John Serocca   Attn:  Sean
                                 Phone:  (410) 244-    Fitzgerald
                                 4852                  Phone:  (410) 244-
                                 Fax:  (410) 545-2047  4575
                                 Administrative:       Fax:  (410) 545 2079
                                 25 S. Charles Street  Administrative:
                                 Baltimore, MD  21201  25 S. Charles Street
                                 Attn:  John Serocca   Baltimore, MD  21201
                                 Phone:  (410) 244-    Attn:  Sean
                                 4852                  Fitzgerald
                                 Fax:  (410) 545-2047  Phone:  (410) 244-4575
                                                       Fax:  (410) 545-2079
Banca Nazionale del $18,750,000  Credit:               Credit:
Lavoro                           25 West 51st Street   25 West 51st Street
                                 New York, NY  10019   New York, NY  10019
                                 Attn: Juan Cortes     Attn: Juan Cortes
                                 Phone: (212) 314-0295 Phone: (212) 314-0295
                                 Fax: (212) 765-2978   Fax: (212) 765-2978
                                 Administrative:       Administrative:
                                 Attn: Anna Hernandez  Attn: Anna Hernandez
                                 Phone: (212) 314-0679 Phone: (212) 314-0679
                                 Fax: (212) 765-2978   Fax: (212) 765-2978

Bank of America,    $101,250,000 Credit:               Credit:
N.A.                             901 Main St, 67th     901 Main St, 67th
                                 Floor                 Floor
                                 Dallas, TX  75202     Dallas, TX  75202
                                 Attn: Amy Krovocheck  Attn: Amy Krovocheck
                                 Phone: (214) 209-0193 Phone: (214) 209-0193
                                 Fax: (214) 209-0980   Fax: (214) 209-0980
                                 Administrative:       Administrative:
                                 1850 Gateway Blvd.    1850 Gateway Blvd.
                                 Concord, CA 94520-    Concord, CA 94520-
                                 3282                  3282
                                 Attn:  G.K. Lapitan   Attn:  G.K. Lapitan
                                 Phone:  (925) 675-    Phone:  (925) 675-
                                 8205                  8205
                                 Fax:  (925) 969-2852  Fax:  (925) 969-2852
The Bank of New     $101,250,000 Credit:               Credit:
York                             One Wall Street, 8th  One Wall Street, 8th
                                 Floor                 Floor
                                 New York, NY  10286   New York, NY  10286
                                 Attn: Clarence        Attn: Clarence
                                 Burleigh              Burleigh
                                 Phone: (212) 635-7867 Phone: (212) 635-7867
                                 Fax: (212) 635-1483   Fax: (212) 635-1483
                                 Administrative:       Administrative:
                                 One Wall Street, 8th  One Wall Street, 8th
                                           Floor                 Floor
                                 New York, NY  10286   New York, NY  10286
                                 Attn:  Susan Baratta  Attn:  Susan Baratta
                                 Phone:  (212) 635-    Phone:  (212) 635-
                                 6761                  6761
                                 Fax:  (212) 635-6397  Fax:  (212) 635-6397
Bank One, NA        $63,750,000  Credit:               Credit:
                                 1 Bank One Plaza      1 Bank One Plaza
                                 Suite ILI0086         Suite ILI0086
                                 Chicago, IL  60670    Chicago, IL  60670
                                 Attn:  Paul Rigby     Attn:  Paul Rigby
                                 Phone:  (312) 732-    Phone:  (312) 732-
                                 6132                  6132
                                 Fax:  (312) 336-4380  Fax:  (312) 336-4380
                                 Administrative:       Administrative:
                                 1 Bank One Plaza      1 Bank One Plaza
                                 Suite ILI0086         Suite ILI0086
                                 Chicago, IL  60670    Chicago, IL  60670
                                 Attn:  Tess Siao      Attn:  Tess Siao
                                 Phone:  (312) 732-    Phone:  (312) 732-
                                 8705                  8705
                                 Fax:  (312) 336-2715  Fax:  (312) 336-2715
The Chase Manhattan $150,000,000 Credit:               Credit:
Bank                             270 Park Avenue, 48th 270 Park Avenue, 48th
                                 Fl.                   Fl.
                                 New York, NY  10017   New York, NY  10017
                                 Attn: Barry Bergman   Attn: Barry Bergman
                                 Phone: (212) 270-0203 Phone: (212) 270-0203
                                 Fax: (212) 270-5646   Fax: (212) 270-5646
                                 Administrative:       Administrative:
                                 1 Chase Manhattan     1 Chase Manhattan
                                 Plaza                 Plaza
                                 8th Floor             8th Floor
                                 New York, NY  10081   New York, NY  10081
                                 Attn:  Amy Labinger   Attn: Amy Labinger
                                 Phone:  (212) 552-    Phone:  (212) 552-
                                 4025                  4025
                                 Fax:  (212) 552-7500  Fax:  (212) 552-7500
Citibank, N.A.      $150,000,000 Credit:               Credit:
                                 388 Greenwich Street  388 Greenwich Street
                                 New York, NY 10013    New York, NY 10013
                                 Attn: Robert Snell    Attn: Robert Snell
                                 Phone: (212) 816-     Phone: (212) 816-
                                 Fax: (212) 793-7585   Fax: (212) 793-7585
                                 Administrative:       Administrative:
                                 2 Penns Plaza         2 Penns Plaza
                                 Suite 200             Suite 200
                                 New Castle, DE 19720  New Castle, DE 19720
                                 Attn: Tim Card        Attn: Tim Card
                                 Phone: (718) 248-4536 Phone: (718) 248-4536
                                 Fax: (718) 248-4844   Fax: (718) 248-4844
Credit Suisse First $101,250,000 Credit:               Credit:
Boston                           11 Madison Ave., 19th 11 Madison Ave., 19th
                                 Fl.                   Fl.
                                 New York, NY  10010   New York, NY  10010
                                 Attn: William O'Daly  Attn: William O'Daly
                                 Phone: (212) 325-1986 Phone: (212) 325-1986
                                 Fax: (212) 325-8314   Fax: (212) 325-8314
                                 Administrative:       Administrative:
                                 11 Madison Ave.       11 Madison Ave.
                                 New York, NY  10010   New York, NY  10010
                                 Attn:  Ronald David   Attn:  Ronald David
                                 Phone: (212) 325-1865 Phone: (212) 325-1865
                                 Fax:  (212) 335-0593  Fax:  (212) 335-0593
The Fifth-Third     $56,250,000  Credit:               Credit:
Bank                             38 Fountain Square    38 Fountain Square
                                 Plaza                 Plaza
                                 Cincinnati, OH  45263 Cincinnati, OH  45263
                                 Attn:  Christine      Attn:  Christine
                                 Wagner                Wagner
                                 Phone:  (513) 744-    Phone:  (513) 744-
                                 7348                  7348
                                 Fax:  (513) 744-5947  Fax:  (513) 744-5947
                                 Administrative:       Administrative:
                                 38 Fountain Square    38 Fountain Square
                                 Plaza                 Plaza
                                 Cincinnati, OH  45263 Cincinnati, OH  45263
                                 Attn:  Jennifer Pund  Attn:  Jennifer Pund
                                 Phone:  (513) 579-    Phone:  (513) 579-
                                 5389                  5389
                                 Fax:  (513) 744-5947  Fax:  (513) 744-5947
First Union         $37,500,000  Credit:               Credit:
National Bank                    Widener Building,     Widener Building,
                                 12th Floor            12th Floor
                                 One South Penn Square One South Penn Square
                                 Philadelphia, PA      Philadelphia, PA
                                 19107                 19107
                                 Attn: Beth Kmiec      Attn: Beth Kmiec
                                 Phone: (215) 786-3838 Phone: (215) 786-3838
                                 Fax: (215) 786 1877   Fax: (215) 786 1877
                                 Administrative:       Administrative:
                                 201 South College     201 South College
                                 Street                Street
                                 17th Floor            17th Floor
                                 Charlotte, NC 28288-  Charlotte, NC 28288-
                                 1183                  1183
                                 Attn: Lisa VanNote    Attn: Lisa VanNote
                                 Phone: (704) 374-4282 Phone: (704) 374-4282
                                 Fax: (704) 383-7999   Fax: (704) 383-7999
Firstar Bank, N.A.  $63,750,000  Credit:               Credit:
                                 425 Walnut Street,    425 Walnut Street,
                                 ML: 8160              ML: 8160
                                 Cincinnati, OH 45202  Cincinnati, OH 45202
                                 Attn: Derek Roudebush Attn: Derek Roudebush
                                 Phone: (513) 632-4010 Phone: (513) 632-4010
                                 Fax: (513) 762-2068   Fax: (513) 762-2068
                                 Administrative:       Administrative:
                                 425 Walnut Street     425 Walnut Street
                                 Cincinnati, OH  45202 Cincinnati, OH  45202
                                 Attn: Patty Gambert   Attn: Patty Gambert
                                 Phone:  (513) 632-    Phone:  (513) 632-
                                 4034                  4034
                                 Fax:  (513) 632-3099  Fax:  (513) 632-3099
Fleet National Bank $108,750,000 Credit:               Credit:
                                 100 Federal Street    100 Federal Street
                                 MA DE 100 09E         MA DE 100 09E
                                 Boston, MA  02110     Boston, MA  02110
                                 Attn: Judy Kelly      Attn: Judy Kelly
                                 Phone: (617) 434-5280 Phone: (617) 434-5280
                                 Fax: (617) 434-6685   Fax: (617) 434-6685
                                 Administrative:       Administrative:
                                 One Federal Street    One Federal Street
                                 MA De 10307L          MA DE 10307L
                                 Boston, MA  02110     Boston, MA  02110
                                 Attn:  Dwayne Nelson  Attn:  Dwayne Nelson
                                 Phone:  (617) 346-    Phone:  (617) 346-
                                 4223                  4223
                                 Fax:  (617) 346-0595  Fax:  (617) 346-0595
Mellon Bank, N.A.   $56,250,000  Credit:               Credit:
                                 One Mellon Bank       One Mellon Bank
                                 Center,               Center,
                                 Room 370              Room 370
                                 Pittsburgh, PA 15258- Pittsburgh, PA 15258-
                                 0001                  0001
                                 Attn: Louis Flori     Attn: Louis Flori
                                 Phone: (412) 234-7298 Phone: (412) 234-7298
                                 Fax: (412) 236-1914   Fax: (412) 236-1914
                                 Administrative:       Administrative:
                                 Three Mellon Bank     Three Mellon Bank
                                 Center,               Center,
                                 Room 1203             Room 1203
                                 Pittsburgh, PA  15259-Pittsburgh, PA  15259-
                                 0003                  0003
                                 Attn: Richard         Attn: Richard
                                 Bouchard              Bouchard
                                 Phone: (412) 234-5767 Phone: (412) 234-5767
                                 Fax: (412) 209-6124   Fax: (412) 209-6124
PNC Bank,           $63,750,000  Credit:               Credit:
National Association             201 East 5th Street   201 East 5th Street
                                 Cincinnati, OH 45202  Cincinnati, OH 45202
                                 Attn: Joe Richardson  Attn: Joe Richardson
                                 Phone: (513) 651-     Phone: (513) 651-8688
                                 8688                  Fax: (513) 651-8951
                                 Fax: (513) 651-8951   Administrative:
                                 Administrative:       201 E. 5th Street
                                 201 E. 5th Street     Cincinnati, OH  45202
                                 Cincinnati, OH  45202 Attn:   Sandy Wilson
                                 Attn:   Sandy Wilson  Phone: (513) 651-
                                 Phone:(513) 651-8984  8984
                                 Fax:  (513) 651- 8951 Fax:  (513) 651-8951
Standard Chartered  $18,750,000  Credit:               Credit:
Bank                             7 World Trade Center, 7 World Trade Center,
                                 27th Fl.              27th Fl.
                                 New York, NY  10048   New York, NY  10048
                                 Attn: David Cutting   Attn: David Cutting
                                 Phone: (212) 667-0469 Phone: (212) 667-0469
                                 Fax:  (212) 667-0225  Fax:  (212) 667-0225
                                 Administrative:       Administrative:
                                 707 Wilshire Blvd., W-707 Wilshire Blvd., W-
                                 8-33                  8-33
                                 Los Angeles, CA       Los Angeles, CA
                                 90017                 90017
                                 Attn:  Qustanti       Attn:  Qustanti
                                 Shiber                Shiber
                                 Phone:  (213) 614-    Phone:  (213) 614-
                                 5037                  5037
                                 Fax:  (213) 614-4270  Fax:  (213) 614-4270
Sumitomo Mitsui     $56,250,000  Credit:               Credit:
Banking Corporation              233 South Wacker      233 South Wacker
                                 Drive, Suite 4010     Drive, Suite 4010
                                 Chicago, IL 60606     Chicago, IL 60606
                                 Attn:  John H. Kemper Attn:  John H. Kemper
                                 Phone: (312) 876-7797 Phone: (312) 876-7797
                                 Fax: (312) 876-6436   Fax: (312) 876-6436
                                 Administrative:       Administrative:
                                 277 Park Avenue       277 Park Avenue
                                 New York, NY  10172   New York, NY  10172
                                 Attn: Courtney L.     Attn: Courtney L.
                                 Whitlock              Whitlock
                                 Phone: (212) 224-4335 Phone: (212) 224-4335
                                 Fax (212) 224-5197    Fax (212) 224-5197
Wells Fargo Bank    $37,500,000  Credit:               Credit:
                                 230 West Monroe       230 West Monroe
                                 Street                Street
                                 Suite 2900            Suite 2900
                                 Chicago, IL  60606    Chicago, IL  60606
                                 Attn:  Jim Heinz      Attn:  Jim Heinz
                                 Phone:  (312) 845-    Phone:  (312) 845-
                                 4523                  4523
                                 Fax:  (312) 553-4783  Fax:  (312) 553-4783
                                 Administrative:       Administrative:
                                 201 Third Street      201 Third Street
                                 MAC 0187-081          MAC 0187-081
                                 San Francisco, CA     San Francisco, CA
                                 94103                 94103
                                 Attn:  Ginnie Padgett Attn:  Ginnie Padgett
                                 Phone:  (415) 477-    Phone:  (415) 477-
                                 5374                  5374
                                 Fax:  (415) 979-0675  Fax:  (415) 979-0675

___________

TOTAL OF COMMITMENTS:    $1,200,000,000

                        SCHEDULE 2.03(h)

                Existing Competitive Bid Advances

                              None


Schedule 2.16           Existing Letters
(g)            of Credit


  Estimated as of
 June 29, 2001


                Standby Letters of
              Credit
                                                                        Expira
                                                               tion
  Issuing bank     Beneficiary                            Amount      Date
  Bank of New York National Union Insurance                           none
                                                    25,000,000
  Bank of New York State of Rhode Island                              none
                                                    500,000
  Bank of New York State of New York                                   none
                                                    240,000
  Bank of New York American Bankers Insurance of                     none
                 Florida                             867,726
  Bank of New York American Bankers Life Assurance of               none
                 Florida                             883,876
  Bank of New York Bankers American Life Assurance                   none
                                                    83,249
  Bank of New York Commonwealth of Virginia                           none
                                                    100,000
  Bank of New York Travelers Indemnity                                none
                 Company                             2,215,000
  Citibank          Cheesecake Factory Restaurants,                  7/17/1
                 Inc.                                14,526,000    5
  Citibank          Norwest Bank as trustee for
                 Gerald Knight
                        executive severance trust                     9/30/0
                                                    1,997,695     2


                        Total
                                                    46,413,546


                        SCHEDULE 4.01(c)

Required Authorizations, Approvals, Actions, Notices and Filings

None

                        SCHEDULE 5.02(a)

                         Existing Liens

     Liens and security interests granted in connection with the
Debt referenced below, pursuant to the principal instructions
below and other related security instruments and affecting the
collateral identified below.



Debt                  Principal Instrument  Collateral/Property
                                            Encumbered

Capitalized Leases    Miscellaneous leases  Miscellaneous real
                      regarding real and    and personal
                      personal property     property leased by
                      leased by Borrower    Borrower and its
                      and its               subsidiaries
                      subsidiaries, which
                      leases meet certain
                      accounting criteria
                      that requires that
                      they be capitalized
                      for account purposes
                      only

Accounts Receivable   Amended and Restated  Proprietary credit
Facility              Pooling and           card receivables
                      Servicing Agreement,  arising out of the
                      dated as of December  sale of merchandise
                      15, 1992 among Prime  and services by
                      Receivables           department store
                      Corporation, as       subsidiaries of
                      Transferor, FDS Bank  Federated that are
                      (formerly known as    transferred to Prime
                      FDS National Bank),   Credit Card Master
                      as Servicer, and The  Trust.
                      Chase Manhattan
                      Bank, successor to
                      Chemical Bank, as
                      Trustee of Prime
                      Credit Card Master
                      Trust.

Accounts Receivable   Pooling and           Visa credit card
Facility              Servicing Agreement,  receivables arising
                      dated as of January   out of the sale of
                      22, 1997 among Prime  merchandise and
                      II Receivables        services that are
                      Corporation, FDS      transferred to Prime
                      Bank (formerly known  II Credit Card
                      as FDS National       Master Trust
                      Bank), as Servicer,
                      and The Chase
                      Manhattan Bank, as
                      Trustee of Prime II
                      Credit Master Trust

Accounts Receivable   Amended and Restated  Proprietary credit
Facility              Pooling and           card receivables
                      Servicing Agreement   arising out of the
                      dated as of March     sale of merchandise
                      18, 1998 among        and services by
                      Fingerhut             Fingerhut and its
                      Receivables, Inc.,    subsidiaries that
                      Axsys National Bank   are transferred to
                      (formerly Fingerhut   Fingerhut Credit
                      National Bank), as    Card Master Trust
                      Servicer, and The
                      Bank of New York
                      (Delaware) as
                      Trustee of Fingerhut
                      Credit Card Master
                      Trust

$550,926,100.00 Loan                        151 Broad Street,
to Macy's East,                             Stamford,
Inc., Macy's West,                          Connecticut
Inc., Macy's Texas,
Inc., Rich's                                Christiana Mall,
Department Stores,                          Newark, Delaware
Inc. and Stern's
Department Stores,                          19501 Biscayne
Inc. (as owners of                          Boulevard, North
the properties                              Miami, Florida
encumbered) from
Federated                                   Georgia Square Mall,
Noteholding                                 3700 Atlanta
Corporation.  In a                          Highway, Athens,
restructuring event                         Georgia
in 1999 through
various transfers                           Augusta Mall,
and mergers the                             Wrightsboro Road and
properties once                             Bobby Jones
owned by Macy's                             Expressway, Augusta,
Primary Real Estate,                        Georgia
Inc. are now owned
by the operating                            1200 Cumberland
entities listed                             Mall, Atlanta,
above.                                      Georgia

                                            Gwinnett Place, 2100
                                            Pleasant Hill Road,
                                            Duluth, Georgia

                                            Macon Mall, 3661
                                            Eisenhower Parkway,
                                            Macon, Georgia

                                            Northlake Mall, 4800
                                            Briarcliff Road,
                                            N.E., Atlanta,
                                            Georgia

                                            180 Peachtree
                                            Street, Atlanta,
                                            Georgia



$550,926,100.00 Loan                        Perimeter Mall, 4400
to Macy's East,                             Ashford-Dunwoodie
Inc., Macy's West,                          Road, Atlanta,
Inc., Macy's Texas,                         Georgia
Inc., Rich's
Department Stores,                          Southlake Mall,
Inc. and Stern's                            Morrow Industrial
Department Stores,                          Boulevard and
Inc. (as owners of                          Jonesboro Road,
the properties                              Morrow, Georgia
encumbered) from
Federated                                   White Marsh Mall,
Noteholding                                 8200 Perry Hall
Corporation.  In a                          Boulevard,
restructuring event                         Parksville, Maryland
in 1999 through
various transfers                           Cherry Hill Center,
and mergers the                             514 Cherry Hill,
properties once                             Cherry Hill, New
owned by Macy's                             Jersey
Primary Real Estate,
Inc. are now owned                          Deptford Mall,
by the operating                            Almonesson-Westville
entities listed                             Road and Clements
above. (Continued)                          Bridge Road,
                                            Deptford, New Jersey
                                            (Second Mortgage)

                                            Brunswick Square,
                                            Route 18, East
                                            Brunswick Township,
                                            New Jersey

                                            Woodbridge Road and
                                            Parsonage Road,
                                            Menlo Park, New
                                            Jersey

                                            Monmouth Mall,
                                            Eatontown Traffic
                                            Circle, Eatontown,
                                            New Jersey

                                            Ocean County Mall,
                                            1201 Hooper Avenue,
                                            Toms River, New
                                            Jersey

                                            400 Quaker Bridge
                                            Mall, Lawrenceville,
                                            New Jersey

$550,926,100.00 Loan                        Rockaway Town
to Macy's East,                             Square, Rockaway
Inc., Macy's West,                          Township, New Jersey
Inc., Macy's Texas,
Inc., Rich's                                100 Route 46, Wayne,
Department Stores,                          New Jersey (Second
Inc. and Stern's                            Mortgage)
Department Stores,
Inc. (as owners of                          Herald Square, 151
the properties                              West 34th Street,
encumbered) from                            New York, New York
Federated
Noteholding                                 Colonie Shopping
Corporation.  In a                          Center, Wolf Road,
restructuring event                         Route 5, Colonie,
in 1999 through                             New York
various transfers
and mergers the                             400 Sunrise Mall,
properties once                             Massapequa, New York
owned by Macy's
Primary Real Estate,                        200 Nanuet Center,
Inc. are now owned                          Nanuet, New York
by the operating
entities listed                             Roosevelt Field
above. (Continued)                          Shopping Center,
                                            Garden Center, New
                                            York (Second
                                            Mortgage)

                                            100 Richmond Hill
                                            Road, Staten Island,
                                            New York

                                            The Court at King of
                                            Prussia, 680 West
                                            DeKalb Pike, King of
                                            Prussia,
                                            Pennsylvania

                                            US Route 22 and
                                            McArthur Road,
                                            Whitehall,
                                            Pennsylvania

$550,926,100.00 Loan                        Montgomeryville
to Macy's East,                             Mall, Route 309 and
Inc., Macy's West,                          Route 202, North
Inc., Macy's Texas,                         Wales, Pennsylvania
Inc., Rich's
Department Stores,                          2300 East Lincoln
Inc. and Stern's                            Highway, Langhorne,
Department Stores,                          Pennsylvania (Second
Inc. (as owners of                          Mortgage)
the properties
encumbered) from                            Baltimore Pike and
Federated                                   Sproul Road,
Noteholding                                 Springfield,
Corporation.  In a                          Pennsylvania
restructuring event
in 1999 through                             120 Stockton Street,
various transfers                           San Francisco,
and mergers the                             California
properties once                             (Mainstore - East)
owned by Macy's                             (Second Mortgage)
Primary Real Estate,
Inc. are now owned                          Sunvalley Shopping
by the operating                            Center, 1555 Willow
entities listed                             Pass Road, Concord,
above. (Continued)                          California

                                            The Village at Corte
                                            Madera, 1800 Redwood
                                            Highway, Corte
                                            Madera, California

                                            2210 Tully Road, San
                                            Jose, California
                                            (Second Mortgage)

                                            Solano Mall, 1544
                                            Travis Boulevard,
                                            Fairfield,
                                            California

$550,926,100.00 Loan                        Fresno Fashion
to Macy's East,                             Square Shopping
Inc., Macy's West,                          Center, 4888 North
Inc., Macy's Texas,                         Fresno Street,
Inc., Rich's                                Fresno, California
Department Stores,
Inc. and Stern's                            115 Hillsdale Mall,
Department Stores,                          San Mateo,
Inc. (as owners of                          California
the properties
encumbered) from                            500 Vintage Faire,
Federated                                   Modesto, California
Noteholding
Corporation.  In a                          100 Del Monte
restructuring event                         Shopping Center,
in 1999 through                             Monteray, California
various transfers
and mergers the                             200 Newpark Mall,
properties once                             Newark, California
owned by Macy's
Primary Real Estate,                        5140 Thornwood
Inc. are now owned                          Drive, San Jose,
by the operating                            California
entities listed
above. (Continued)                          408 L. Street,
                                            Sacramento,
                                            California

                                            800 Santa Rosa
                                            Plaza, Santa Rosa,
                                            California

                                            One Serramonte
                                            Center, Daly City,
                                            California

                                            3000 Stanford
                                            Shopping Center,
                                            Palo Alto,
                                            California

                                            5242 Pacific Avenue,
                                            Stockton, California
                                            (Second Mortgage)

                                            1300 Stoneridge
                                            Mall, Pleasanton,
                                            California

                                            Town Center, 200
                                            West Washington
                                            Avenue, Sunnyvale,
                                            California

$550,926,100.00 Loan                        2801 Stevens Creek
to Macy's East,                             Road, San Jose,
Inc., Macy's West,                          California
Inc., Macy's Texas,
Inc., Rich's                                Meadowood Mall
Department Stores,                          Circle, 5100
Inc. and Stern's                            Meadowood Circle,
Department Stores,                          Reno, Nevada
Inc. (as owners of
the properties                              Dallas Galleria,
encumbered) from                            13350 Dallas
Federated                                   Parkway, Dallas,
Noteholding                                 Texas
Corporation.  In a
restructuring event                         2201 John Glenn
in 1999 through                             Drive, Concord,
various transfers                           California
and mergers the
properties once                             2838 South El
owned by Macy's                             Camino, San Mateo,
Primary Real Estate,                        California
Inc. are now owned
by the operating
entities listed
above. (Continued)



                        SCHEDULE 5.02(d)

                          Existing Debt

          ($000)         Estimated as of June 29, 2001

Description of Debt                   Amount of Debt

Prime Receivables Backed Notes        997,589

Seven Hills Receivables Backed        375,000
Commercial Paper

Fingerhut Receivables Backed Notes    675,000

Capitalized Leases                    49,943

                                   Total Debt:  2,097,532



                                            EXHIBIT A-1 - FORM OF
                                                 REVOLVING CREDIT
                                                  PROMISSORY NOTE


U.S.$_______________                                       Dated:
_______________, ____


          FOR   VALUE   RECEIVED,   the  undersigned,   FEDERATED
DEPARTMENT STORES, INC., a Delaware corporation (the "Borrower"),
HEREBY  PROMISES TO PAY to the order of ___________________  (the
"Lender") for the account of its Applicable Lending Office on the
Termination  Date  (each  as  defined  in  the  Credit  Agreement
referred  to  below)  the  aggregate  principal  amount  of   the
Revolving Credit Advances (as defined below) owing to the  Lender
by  the Borrower pursuant to the Five Year Credit Agreement dated
as  of  June 29, 2001 among the Borrower, the Lender and  certain
other   lender   parties  party  thereto,  Citibank,   N.A.,   as
Administrative Agent and as Paying Agent for the Lender and  such
other  lenders, The Chase Manhattan Bank, as Administrative Agent
for  the  Lender and such other lenders, Fleet National Bank,  as
Syndication  Agent, and Bank of America, N.A., The  Bank  of  New
York and Credit Suisse First Boston, as Documentation Agents  (as
amended,  supplemented or otherwise modified from time  to  time,
the  "Credit  Agreement"; the terms defined  therein  being  used
herein as therein defined), outstanding on the Termination Date.

          The  Borrower  promises to pay interest on  the  unpaid
principal amount of each  Revolving Credit Advance from the  date
of  such Revolving Credit Advance until such principal amount  is
paid  in full, at such interest rates, and payable at such times,
as are specified in the Credit Agreement.

          Both principal and interest are payable in lawful money
of  the  United  States of America to Citibank, N.A.,  as  Paying
Agent, at 399 Park Avenue, New York, NY 10043, in same day funds.
Each Revolving Credit Advance owing to the Lender by the Borrower
pursuant  to  the  Credit Agreement, and  all  payments  made  on
account  of  principal thereof, shall be recorded by  the  Lender
and,  prior to any transfer hereof, endorsed on the grid attached
hereto which is part of this Promissory Note.

          This  Promissory  Note is one of the  Revolving  Credit
Notes  referred  to in, and is entitled to the benefits  of,  the
Credit  Agreement.   The Credit Agreement,  among  other  things,
(i)  provides for the making of Revolving Credit Advances by  the
Lender  to the Borrower from time to time in an aggregate  amount
not  to  exceed  at any time outstanding the U.S.  dollar  amount
first above mentioned, the indebtedness of the Borrower resulting
from  each such Revolving Credit Advance being evidenced by  this
Promissory Note, and (ii) contains provisions for acceleration of
the  maturity hereof upon the happening of certain stated  events
and also for prepayments on account of principal hereof prior  to
the  maturity  hereof  upon  the  terms  and  conditions  therein
specified.

                                   FEDERATED DEPARTMENT
                                   STORES, INC.


                                   By
                                     Title:
               ADVANCES AND PAYMENTS OF PRINCIPAL


                         Amount of
 Date     Amount of   Principal Paid       Unpaid        Notation
           Advance      or Prepaid        Principal      Made By
                                           Balance

























                                            EXHIBIT A-2 - FORM OF
                                                  COMPETITIVE BID
                                                  PROMISSORY NOTE



U.S.$_______________                                       Dated:
_______________, ____


          FOR   VALUE   RECEIVED,   the  undersigned,   FEDERATED
DEPARTMENT STORES, INC., a Delaware corporation (the "Borrower"),
HEREBY  PROMISES TO PAY to the order of _________________________
(the  "Lender") for the account of its Applicable Lending  Office
(as  defined in the Five Year Credit Agreement dated as  of  June
29,  2001 among the Borrower, the Lender and certain other lender
parties  party  thereto, Citibank, N.A., as Administrative  Agent
and  as  Paying Agent for the Lender and such other lenders,  The
Chase Manhattan Bank, as Administrative Agent for the Lender  and
such  other  lenders, Fleet National Bank, as Syndication  Agent,
and Bank of America, N.A., The Bank of New York and Credit Suisse
First  Boston, as Documentation Agents (as amended,  supplemented
or  otherwise modified from time to time, the "Credit Agreement";
the terms defined therein being used herein as therein defined)),
on    _______________,    ____,   the   principal    amount    of
U.S.$_______________.

          The  Borrower  promises to pay interest on  the  unpaid
principal amount hereof from the date hereof until such principal
amount  is paid in full, at the interest rate and payable on  the
interest payment date or dates provided below:

Interest  Rate: _____% per annum (calculated on the  basis  of  a
year of _____ days for the actual number of days elapsed).

          Both principal and interest are payable in lawful money
of  the  United  States of America to Citibank, N.A.,  as  Paying
Agent,  for  the  account of the Lender at 399 Park  Avenue,  New
York, NY  10043 in same day funds.

          This  Promissory  Note is one of  the  Competitive  Bid
Notes  referred  to in, and is entitled to the benefits  of,  the
Credit  Agreement.   The Credit Agreement,  among  other  things,
contains provisions for acceleration of the maturity hereof  upon
the happening of certain stated events.

          The Borrower hereby waives presentment, demand, protest
and notice of any kind.  No failure to exercise, and no delay  in
exercising, any rights hereunder on the part of the holder hereof
shall operate as a waiver of such rights.

          This   Promissory  Note  shall  be  governed  by,   and
construed in accordance with, the laws of the State of New York.

                                   FEDERATED DEPARTMENT
                                   STORES, INC.


                                   By
                                     Title:

                                  EXHIBIT B-1 - FORM OF NOTICE OF
                                       REVOLVING CREDIT BORROWING

Citibank, N.A., as Paying Agent
  for the Lender Parties party
  to the Credit Agreement
  referred to below
Two Penns Way
New Castle, Delaware  19720                  [Date]

          Attention:  Bank Loan Syndications Department

Ladies and Gentlemen:

          The  undersigned,  Federated Department  Stores,  Inc.,
refers  to  the Five Year Credit Agreement dated as of  June  29,
2001  (as  amended  or modified from time to  time,  the  "Credit
Agreement",  the  terms  defined therein  being  used  herein  as
therein  defined), among the undersigned, certain Lender  Parties
party   thereto,  Citibank,  N.A.,  as  Paying   Agent   and   as
Administrative Agent for said Lender Parties, The Chase Manhattan
Bank,  as  Administrative Agent for said  Lender  Parties,  Fleet
National  Bank, as Syndication Agent, and Bank of America,  N.A.,
The  Bank  of  New  York  and  Credit  Suisse  First  Boston,  as
Documentation  Agents, and hereby gives you notice,  irrevocably,
pursuant  to  Section  2.02  of the  Credit  Agreement  that  the
undersigned  hereby requests a Revolving Credit  Borrowing  under
the Credit Agreement, and in that connection sets forth below the
information  relating  to such Revolving  Credit  Borrowing  (the
"Proposed   Revolving   Credit   Borrowing")   as   required   by
Section 2.02(a) of the Credit Agreement:

     (i)   The  Business  Day  of the Proposed  Revolving  Credit
Borrowing is _______________, ____.

     (ii)  The Type of Advances comprising the Proposed Revolving
Credit  Borrowing  is  [Base  Rate  Advances]  [Eurodollar   Rate
Advances].

     (iii)The  aggregate amount of the Proposed Revolving  Credit
Borrowing is $_______________.

     [(iv)The  initial Interest Period for each  Eurodollar  Rate
Advance  made as part of the Proposed Revolving Credit  Borrowing
is _____ month[s].]

          The  undersigned  hereby certifies that  the  following
statements are true on the date hereof, and will be true  on  the
date of the Proposed Revolving Credit Borrowing:

     (A)    the  representations  and  warranties  contained   in
Section  4.01 of the Credit Agreement (except the representations
set  forth in the last sentence of subsection (e) thereof and  in
subsection  (f)(i) thereof) are correct, before and after  giving
effect  to  the Proposed Revolving Credit Borrowing  and  to  the
application of the proceeds therefrom, as though made on  and  as
of  such  date other than any such representations or  warranties
that,  by  their terms, refer to a specific date other  than  the
date  of such Proposed Revolving Credit Borrowing,  in which case
as of such specific date;

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

          (C)   the  aggregate  amount of the Proposed  Revolving
Credit Borrowing and all other Borrowings to be made on the  same
day under the Credit Agreement is within the aggregate amount  of
the  Unused Revolving Credit Commitments of the Lenders less  the
Commercial Paper Set-Aside Amount.



                                   Very truly yours,

                                   FEDERATED DEPARTMENT
                                   STORES, INC.


                                   By
                                        Title:
                                  EXHIBIT B-2 - FORM OF NOTICE OF
                                        COMPETITIVE BID BORROWING


Citibank, N.A., as Paying Agent
  for the Lender Parties party
  to the Credit Agreement
  referred to below
399 Park Avenue
New York, New York  10043                    [Date]


     Attention: Bank Loan Syndications Department


Ladies and Gentlemen:

     The  undersigned, Federated Department Stores, Inc.,  refers
to  the Five Year Credit Agreement dated as of June 29, 2001  (as
amended,  supplemented or otherwise modified from time  to  time,
the  "Credit  Agreement", the terms defined  therein  being  used
herein as therein defined), among the undersigned, certain Lender
Parties  party thereto, Citibank, N.A., as Paying  Agent  and  as
Administrative Agent for said Lender Parties, The Chase Manhattan
Bank,  as  Administrative Agent for said  Lender  Parties,  Fleet
National  Bank, as Syndication Agent, and Bank of America,  N.A.,
The  Bank  of  New  York  and  Credit  Suisse  First  Boston,  as
Documentation  Agents, and hereby gives you notice,  irrevocably,
pursuant  to  Section  2.03  of the  Credit  Agreement  that  the
undersigned hereby requests a Competitive Bid Borrowing under the
Credit Agreement, and in that connection sets forth the terms  on
which  such  Competitive Bid Borrowing (the "Proposed Competitive
Bid Borrowing") is requested to be made:

(A)       Date       of      Competitive      Bid       Borrowing
________________________
(B)       Amount      of      Competitive      Bid      Borrowing
________________________
(C)        [Maturity        Date]        [Interest        Period]
________________________
(D) Interest Rate Basis           ________________________
(E) Interest Payment Date(s)           ________________________
(F) ___________________           ________________________
(G) ___________________           ________________________
(H) ___________________           ________________________

     The   undersigned  hereby  certifies  that   the   following
statements are true on the date hereof, and will be true  on  the
date of the Proposed Competitive Bid Borrowing:

     (a)    the  representations  and  warranties  contained   in
Section  4.01 of the Credit Agreement (except the representations
set  forth in the last sentence of subsection (e) thereof and  in
subsection  (f)(i) thereof) are correct, before and after  giving
effect  to  the  Proposed Competitive Bid Borrowing  and  to  the
application of the proceeds therefrom, as though made on  and  as
of  such  date other than any such representations or  warranties
that,  by  their terms, refer to a specific date other  than  the
date  of  such Proposed Competitive Bid Borrowing, in which  case
as of such specific date;

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

     (c)   the  aggregate amount of the Proposed Competitive  Bid
Borrowing  and all other Borrowings to be made on  the  same  day
under the Credit Agreement is within the aggregate amount of  the
Unused  Revolving  Credit Commitments of  the  Lenders  less  the
Commercial Paper Set-Aside Amount.

     The   undersigned   hereby  confirms   that   the   Proposed
Competitive  Bid  Borrowing is to be  made  available  to  it  in
accordance with Section 2.03(a)(v) of the Credit Agreement.

                                   Very truly yours,

                                   FEDERATED DEPARTMENT
                                   STORES, INC.



                                   By
                                        Title:
                                              EXHIBIT C - FORM OF
                                        ASSIGNMENT AND ACCEPTANCE


     Reference is made to the Five Year Credit Agreement dated as
of  June 29, 2001 (as amended, supplemented or otherwise modified
from  time  to  time,  the  "Credit Agreement")  among  Federated
Department Stores, Inc., a Delaware corporation (the "Borrower"),
the  Lender  Parties (as defined in the Credit  Agreement)  party
thereto,  Citibank,  N.A.,  as an administrative  agent  for  the
Lender Parties (in such capacity, an "Administrative Agent")  and
paying  agent  (in  such capacity, the "Paying  Agent")  for  the
Lender  Parties,  The Chase Manhattan Bank, as an  administrative
agent   (in  such  capacity,   an  "Administrative  Agent";   the
Administrative  Agents and the Paying Agent being,  collectively,
the  "Agents")  for the Lender Parties, Fleet National  Bank,  as
Syndication  Agent, and Bank of America, N.A., The  Bank  of  New
York  and  Credit  Suisse First Boston, as Documentation  Agents.
Terms  defined in the Credit Agreement are used herein  with  the
same meaning.

     The "Assignor" and the "Assignee" referred to on Schedule  I
hereto agree as follows:

     1.   The Assignor hereby sells and assigns without recourse,
except  as  to  the  representations and warranties  made  by  it
herein,  to  the Assignee, and the Assignee hereby purchases  and
assumes  from the Assignor, an interest in and to the  Assignor's
rights and obligations under the Credit Agreement as of the  date
hereof  (other  than in respect of Competitive Bid  Advances  and
Competitive Bid Notes) equal to the percentage interest specified
on  Schedule  1 hereto of all outstanding rights and  obligations
under  the Credit Agreement (other than in respect of Competitive
Bid Advances and Competitive Bid Notes).  After giving effect  to
such  sale  and  assignment, the Assignee's  Commitment  and  the
amount of the Advances owing to the Assignee will be as set forth
on Schedule 1 hereto.

     2.   The Assignor (i) represents and warrants that it is the
legal  and beneficial owner of the interest being assigned by  it
hereunder and that such interest is free and clear of any adverse
claim;  (ii) makes no representation or warranty and  assumes  no
responsibility  with  respect to any  statements,  warranties  or
representations  made  in  or  in  connection  with  the   Credit
Agreement  or  the execution, legality, validity, enforceability,
genuineness,  sufficiency  or value  of,  or  the  perfection  or
priority of any lien or security interest created or purported to
be  created under or in connection with, any Loan Document or any
other   instrument   or  document  furnished  pursuant   thereto;
(iii)  makes  no  representation  or  warranty  and  assumes   no
responsibility  with respect to the financial  condition  of  the
Borrower or the performance or observance by the Borrower of  any
of   its  obligations  under  any  Loan  Document  or  any  other
instrument   or   document  furnished   pursuant   thereto;   and
(iv) attaches the Revolving Credit Note held by the Assignor  and
requests  that  the Administrative Agent exchange such  Revolving
Credit Note for a new Revolving Credit Note payable to the  order
of  the Assignee in an amount equal to the Commitment assumed  by
the  Assignee  pursuant  hereto or  new  Revolving  Credit  Notes
payable  to the order of the Assignee in an amount equal  to  the
Commitment  assumed  by  the Assignee  pursuant  hereto  and  the
Assignor  in  an amount equal to the Commitment retained  by  the
Assignor  under the Credit Agreement, respectively, as  specified
on Schedule 1 hereto.

     3.    The Assignee (i) confirms that it has received a  copy
of  the  Credit Agreement, together with copies of the  financial
statements  referred to in Section 4.01 thereof  and  such  other
documents  and information as it has deemed appropriate  to  make
its   own  credit  analysis  and  decision  to  enter  into  this
Assignment   and   Acceptance;  (ii)   agrees   that   it   will,
independently and without reliance upon any Agent,  the  Assignor
or  any  other  Lender  Party and based  on  such  documents  and
information as it shall deem appropriate at the time, continue to
make  its  own  credit decisions in taking or not  taking  action
under the Credit Agreement; (iii) confirms that it is an Eligible
Assignee;  (iv) appoints and authorizes each Agent to  take  such
action  as  agent on its behalf and to exercise such  powers  and
discretion  under  the Loan Documents as are  delegated  to  such
Agent  by  the  terms  thereof, together  with  such  powers  and
discretion as are reasonably incidental thereto; (v) agrees  that
it  will  perform  in  accordance with their  terms  all  of  the
obligations  that  by  the  terms of  the  Credit  Agreement  are
required   to  be  performed  by  it  as  a  Lender  Party;   and
(vi)  attaches  any U.S. Internal Revenue Service forms  required
under Section 2.14 of the Credit Agreement.

     4.     Following  the  execution  of  this  Assignment   and
Acceptance,  it  will  be  delivered  to  the  Paying  Agent  for
acceptance and recording by the Paying Agent.  The effective date
for  this Assignment and Acceptance (the "Effective Date")  shall
be  the  date  of acceptance hereof by the Paying  Agent,  unless
otherwise specified on Schedule 1 hereto.

     5.   Upon such acceptance and recording by the Paying Agent,
as  of  the Effective Date, (i) the Assignee shall be a party  to
the  Credit  Agreement  and,  to  the  extent  provided  in  this
Assignment and Acceptance, have the rights and obligations  of  a
Lender  thereunder  and (ii) the Assignor shall,  to  the  extent
provided in this Assignment and Acceptance, relinquish its rights
and be released from its obligations under the Credit Agreement.

     6.   Upon such acceptance and recording by the Paying Agent,
from  and  after the Effective Date, the Paying Agent shall  make
all  payments under the Credit Agreement and the Revolving Credit
Notes  in  respect  of the interest assigned  hereby  (including,
without  limitation,  all  payments of  principal,  interest  and
facility  fees  with  respect  thereto)  to  the  Assignee.   The
Assignor  and Assignee shall make all appropriate adjustments  in
payments  under  the  Credit Agreement and the  Revolving  Credit
Notes  for  periods prior to the Effective Date directly  between
themselves.

     7.    This  Assignment and Acceptance shall be governed  by,
and  construed  in  accordance with, the laws  of  the  State  of
New York.

     8.    This Assignment and Acceptance may be executed in  any
number  of  counterparts  and  by  different  parties  hereto  in
separate  counterparts, each of which when so executed  shall  be
deemed  to  be an original and all of which taken together  shall
constitute  one and the same agreement.  Delivery of an  executed
counterpart  of Schedule 1 to this Assignment and  Acceptance  by
telecopier shall be effective as delivery of a manually  executed
counterpart of this Assignment and Acceptance.

     IN  WITNESS  WHEREOF,  the Assignor and  the  Assignee  have
caused  Schedule  1  to  this Assignment  and  Acceptance  to  be
executed  by their officers thereunto duly authorized as  of  the
date specified thereon.
                           Schedule 1
                               to
                    Assignment and Acceptance


Percentage                   interest                   assigned:
_____%

Assignee's Commitment:                            $__________

Aggregate  outstanding  principal  amount  of  ________  Advances
assigned:      $__________

*[Principal amount of Revolving Credit Note payable to  Assignee:
$__________]

**[Principal amount of Revolving Credit Note payable to Assignor:
$__________]

Effective Date***:  _______________, ____


                                   [NAME    OF   ASSIGNOR],    as
Assignor

                                   By
                                     Title:

                                   Dated:  _______________, ____


                                   [NAME    OF   ASSIGNEE],    as
Assignee

                                   By
                                     Title:

                                   Dated:  _______________, ____

                                   Domestic Lending Office:
                                    [Address]

                                   Eurodollar Lending Office:
                                    [Address]

Accepted [and Approved]* this
__________ day of _______________, ____

CITIBANK, N.A., as Paying Agent

By
   Title:


[Approved this __________ day
of _______________, ____

FEDERATED DEPARTMENT STORES, INC.

By                       ]1
   Title:

_______________________________
*    If requested by the Assignee.

**   If requested by the Assignor

***  This date should be no earlier than five Business Days after
     the delivery of this Assignment and Acceptance to the Paying
     Agent.

*    Required if the Assignees is an Eligible Assignee solely by
     reason of clause (iii) of the definition of "Eligible
     Assignee".

                                              EXHIBIT D - FORM OF
                                            DESIGNATION AGREEMENT

                   Dated _______________, ____


     Reference is made to the Five Year Credit Agreement dated as
of  June 29, 2001 (as amended, supplemented or otherwise modified
from  time  to  time,  the  "Credit Agreement")  among  Federated
Department Stores, Inc., a Delaware corporation (the "Borrower"),
the  Lender  Parties (as defined in the Credit  Agreement)  party
thereto,  Citibank,  N.A.,  as an administrative  agent  for  the
Lender Parties (in such capacity, an "Administrative Agent")  and
paying  agent  (in  such capacity, the "Paying  Agent")  for  the
Lender   Parties,   and   The  Chase  Manhattan   Bank,   as   an
administrative  agent  (in  such  capacity,   an  "Administrative
Agent";  the  Administrative Agents and the Paying  Agent  being,
collectively,  the  "Agents")  for  the  Lender  Parties,   Fleet
National  Bank, as Syndication Agent, and Bank of America,  N.A.,
The  Bank  of  New  York  and  Credit  Suisse  First  Boston,  as
Documentation Agents.  Terms defined in the Credit Agreement  are
used herein with the same meaning.

     _______________________      (the      "Designor")       and
______________________ (the "Designee") agree as follows:

     1.    The  Designor hereby designates the Designee, and  the
Designee hereby accepts such designation, to have a right to make
Competitive Bid Advances pursuant to Section 2.03 of  the  Credit
Agreement.

     2.    The  Designor makes no representation or warranty  and
assumes  no  responsibility with respect to (i)  any  statements,
warranties or representations made in or in connection  with  the
Loan    Documents   or   the   execution,   legality,   validity,
enforceability,  genuineness,  sufficiency  or  value,   or   the
perfection  or priority of any lien or security interest  created
or  purported to be created under or in connection with,  of  any
Loan  Document  or  any  other instrument or  document  furnished
pursuant thereto and (ii) the financial condition of the Borrower
or  the  performance or observance by the Borrower of any of  its
obligations  under any Loan Document or any other  instrument  or
document furnished pursuant thereto.

     3.    The Designee (i) confirms that it has received a  copy
of  the  Credit Agreement, together with copies of the  financial
statements  referred to in Section 4.01 thereof  and  such  other
documents  and information as it has deemed appropriate  to  make
its   own  credit  analysis  and  decision  to  enter  into  this
Designation  Agreement; (ii) agrees that it  will,  independently
and  without reliance upon any Agent, the Designor or  any  other
Lender  Party and based on such documents and information  as  it
shall  deem  appropriate at the time, continue to  make  its  own
credit  decisions in taking or not taking action under the Credit
Agreement;  (iii)  confirms  that  it  is  a  Designated  Bidder;
(iv)  appoints and authorizes each Agent to take such  action  as
agents  on  its behalf and to exercise such powers and discretion
under the Credit Agreement as are delegated to such Agent by  the
terms  thereof, together with such powers and discretion  as  are
reasonably  incidental  thereto; and  (v)  agrees  that  it  will
perform  in  accordance with their terms all of  the  obligations
which  by  the terms of the Credit Agreement are required  to  be
performed by it as a Lender Party.

     4.    Following the execution of this Designation  Agreement
by  the  Designor and its Designee, it will be delivered  to  the
Paying  Agent  for acceptance and recording by the Paying  Agent.
The effective date for this Designation Agreement (the "Effective
Date")  shall  be  the date of acceptance hereof  by  the  Paying
Agent, unless otherwise specified on the signature page hereto.

     5.   Upon such acceptance and recording by the Paying Agent,
as  of  the Effective Date, the Designee shall be a party to  the
Credit Agreement with a right to make Competitive Bid Advances as
a  Lender  Party pursuant to Section 2.03 of the Credit Agreement
and the rights and obligations of a Lender Party related thereto.

     6.    This  Designation Agreement shall be governed by,  and
construed in accordance with, the laws of the State of New York.

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

     IN  WITNESS  WHEREOF,  the Designor and  the  Designee  have
caused  this  Designation  Agreement  to  be  executed  by  their
officers  thereunto duly authorized as of the  date  first  above
written.

Effective   Date:                                _______________,
____


                                   [NAME OF DESIGNOR],
                                     as Designor


                                   By
                                     Title:


                                   [NAME OF DESIGNEE],
                                     as Designee


                                   By
                                     Title:

                                   Applicable Lending Office (and
                                   address for notices):
                                    [Address]

Accepted this ____ day
of _______________, ____


CITIBANK, N.A., as Paying Agent


By
   Title:
                                              EXHIBIT E - FORM OF
                                               OPINION OF COUNSEL
                                                 FOR THE BORROWER

                                   [Effective Date]



                    June 29, 2001


     To the Lenders and the Agents
     Referred to Below
     c/o Citibank, N.A.
     [Address]


             Re:  Federated Department Stores, Inc.
Ladies and Gentlemen:
          We have acted as special counsel for Federated
Department Stores, Inc., a Delaware corporation (the "Borrower"),
in connection with each credit agreement dated as of June 29,
2001 (collectively, the "Credit Agreements" and each a "Credit
Agreement"), among the Borrower, the lenders (as defined in each
Credit Agreement as the Lenders or the Lender Parties,
respectively, and as referred to herein collectively, the
"Lenders"), Citibank, N.A., as administrative agent and paying
agent for the Lenders, The Chase Manhattan Bank, as
administrative agent for the Lenders, Fleet National Bank, as
syndication agent, and Bank of America, N.A., The Bank of New
York and Credit Suisse First Boston, as documentation agents
(collectively, the "Agents" and each, an "Agent").  This letter
is delivered to you pursuant to Section 3.01(g)(iv) of the Credit
Agreements.  Capitalized terms used in this letter and not
otherwise defined have the meanings assigned to such terms in the
Credit Agreements.  With your permission, all assumptions and
statements of reliance in this letter have been made without any
independent investigation or verification on our part except to
the extent otherwise expressly stated and we express no opinion
with respect to the subject matter or accuracy of the assumptions
or items upon which we have relied.

          In connection with the opinions expressed in this
letter, we have examined such documents, records and matters of
law as we have deemed necessary for the purposes of the opinions
expressed below.  We have examined, among other documents, the
following:

     an executed copy of each Credit Agreement;

  [an executed copy of each Revolving Credit Promissory Note made
by the Borrower in favor of a Lender that requested such note
prior to the Effective Date (collectively, the "Notes");] and

  the Officer's Certificate of the Borrower delivered to us in
connection with this letter, a copy of which is attached as Annex
A (the "Officer's Certificate").

          In all such examinations, we have assumed the legal
capacity of all natural persons executing documents, the
genuineness of all signatures, the authenticity of original and
certified documents and the conformity to original or certified
copies of all copies submitted to us as conformed or reproduction
copies.  As to various questions of fact relevant to the opinions
expressed in this letter, we have relied upon, and assume the
accuracy of, representations and warranties contained in the
Credit Agreements and certificates of or from representatives of
the Borrower and public officials.  With respect to the legal
conclusions as to valid existence and good standing expressed in
paragraph 1 below, we have relied solely upon certificates of
public officials.  With respect to the opinions expressed in
paragraphs 3(iii)(a) and 4 below, our opinions are limited (i) to
our actual knowledge, if any, of the Borrower's specially
regulated business activities and properties based solely upon an
officer's certificate in respect of such matters and without any
independent investigation or verification on our part and (ii) to
our review of only those laws and regulations that, in our
experience, are normally applicable to transactions of the type
contemplated by the Credit Agreements.

          To the extent it may be relevant to the opinions
expressed in this letter, we have assumed that the parties to the
Credit Agreements other than the Borrower have the power to enter
into and perform the Credit Agreements and to consummate the
transactions contemplated by the Credit Agreements and that the
Credit Agreements have been duly authorized, executed and
delivered by, and constitute enforceable obligations of, such
parties.

          Based upon the foregoing, and subject to the
limitations, qualifications and assumptions set forth in this
letter, we are of the opinion that:

The Borrower is a corporation validly existing and in good
standing under the laws of the State of Delaware.

The Borrower has the corporate power and authority to enter into
and to perform its obligations under the Credit Agreements and
the Notes.

The execution and delivery by the Borrower of the Credit
Agreements and the Notes and the performance by the Borrower of
its obligations under the Credit Agreements and the Notes:  (i)
have been authorized by all necessary corporate action by the
Borrower; (ii) do not contravene any provision of the certificate
of incorporation or by-laws of the Borrower; and (iii) do not
violate (a) any present law, or present regulation or rule of any
governmental agency or authority, of the State of New York or the
United States of America known by us to be applicable to the
Borrower or its property; (b) do not violate any agreement
binding upon the Borrower or its property or any court decree or
order binding upon the Borrower or its property (this opinion
being limited (1) to those agreements, decrees or orders that
have been identified to us in the Officer's Certificate and (2)
in that we express no opinion with respect to any violation not
readily ascertainable from the face of any such agreement, decree
or order or arising under or based upon any cross-default
provision insofar as it relates to a default under an agreement
not so identified to us or arising under or based upon any
covenant of a financial or numerical nature or requiring
computation); and (c) will not result in or require the creation
or imposition of any security interest or lien upon any of its
properties under the provisions of any agreement binding upon the
Borrower or its properties other than the security interests
created by the Credit Agreements and any rights of set-off or
other liens in favor of the Lender Parties arising under the
Credit Agreements or applicable law (this opinion being limited
to those agreements that have been identified to us in the
Officer's Certificate).

The execution and delivery by the Borrower of the Credit
Agreements and the Notes and the performance by the Borrower of
its obligations under the Credit Agreements and the Notes do not
require under present law any filing or registration by the
Borrower with, or approval or consent to the Borrower of, any
governmental agency or authority of the State of New York or of
the United States of America or any other Person party to any of
the agreements listed in the Officer's Certificate that has not
been made or obtained except (i) filings under securities
laws and (ii) filings, registrations, consents or approvals in
each case not required to be made or obtained by the date of this
letter.

The Credit Agreements and the Notes have been duly executed and
delivered on behalf of the Borrower.  The Credit Agreements and
the Notes constitute valid, binding and enforceable obligations
of the Borrower.

The borrowings by the Borrower under the Credit Agreements and
the application of the proceeds of such borrowings as provided in
the Credit Agreements will not violate Regulation T, U or X of
the Board of Governors of the Federal Reserve System (the Margin
Regulations").

The Borrower is not required to register as "investment company"
(under and as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) and is not a company controlled by a
company required to register as such under the 1940 Act, and is
not a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company," or of a
"subsidiary company" of a "holding company," within the meaning
of the Public Utility Holding Company Act of 1935, as amended.

          The opinions set forth above are subject to the
following qualifications:

          Our  opinions  in the second sentence  of  paragraph  5
above   as  to  enforceability  are  subject  to  (i)  applicable
bankruptcy,  insolvency,  reorganization,  fraudulent   transfer,
voidable  preference,  moratorium or  similar  laws  and  related
judicial   doctrines  from  time  to  time  in  effect  affecting
creditors'  rights  and  remedies  generally  and  (ii)   general
principles of equity (including, without limitation, standards of
materiality,   good  faith,  fair  dealing  and   reasonableness,
equitable  defenses and limits on the availability  of  equitable
remedies), whether such principles are considered in a proceeding
at law or in equity.

          We  express no opinion as to the enforceability of  any
provision in the Credit Agreements:

relating to indemnification, contribution or exculpation in
connection with violations of any securities laws or statutory
duties or public policy or in connection with willful, reckless
or unlawful acts or gross negligence of the indemnified or
exculpated party or the party receiving contribution;

relating to exculpation of any party in connection with its own
negligence that a court would determine in the circumstances
under applicable law to be unfair or insufficiently explicit;

providing that any person or entity other than a Lender Party may
exercise set-off rights other than in accordance with and under
applicable law;

relating to forum selection to the extent the forum is a federal
court;

relating to forum selection to the extent that (a) any relevant
action or proceeding does not arise out of or relate to the
Credit Agreements, (b) the Credit Agreements are not in
consideration of, and do not at all relevant times relate to and
constitute an obligation arising out of a transaction covering in
the aggregate, not less than $1,000,000 or (c) the enforceability
of any such provision is to be determined by any court other than
a court of the State of New York;

relating to choice of governing law to the extent that (a) the
Credit Agreements are not at all relevant times in consideration
of, and do not at all relevant times relate to and constitute an
obligation arising out of a transaction covering in the
aggregate, not less than $250,000 or (b) the enforceability of
any such provision is to be determined by any court other than a
court of the State of New York;

waiving any rights to trial by jury; and

specifying that provisions of the Credit Agreements may be waived
only in writing, to the extent that an oral agreement or an
implied agreement by trade practice or course of conduct has been
created that modifies any provision of the Credit Agreements; and

giving any person or entity the power to accelerate obligations
or to foreclose upon collateral without any notice to the
obligor.

          Our  opinions  in the second sentence  of  paragraph  5
above as to enforceability are subject to the effect of generally
applicable   rules  of  law  that  govern  and  afford   judicial
discretion regarding the determination of damages and entitlement
to attorneys' fees and other costs.

          We express no opinion as to the application of, and our
opinions  above  are  subject to the  effect,  if  any,  of,  any
applicable fraudulent conveyance, fraudulent transfer, fraudulent
obligation or preferential transfer law and any law governing the
liquidation or dissolution of, or the distribution of assets  of,
any  person  or  entity (including, without limitation,  any  law
relating  to  the payment of dividends or other distributions  on
capital stock or the repurchase of capital stock).

          For  purposes of the opinions set forth in paragraph  6
above, we have assumed that (i) neither the Agents nor any of the
Lender  Parties has or will have the benefit of any agreement  or
arrangement  (excluding  the Credit  Agreements  and  the  Notes)
pursuant  to  which  any  extensions of credit  are  directly  or
indirectly  secured by Margin Stock, (ii) neither the Agents  nor
any  nor  any  of the Lender Parties nor any of their  respective
affiliates  has extended or will extend any other credit  to  the
Borrower  directly  or indirectly secured by  Margin  Stock,  and
(iii)  neither the Agents nor the Lenders Parties has  relied  or
will  rely  upon any Margin Stock as collateral in  extending  or
maintaining  any  extensions or credit  pursuant  to  the  Credit
Agreements  and  (iv)  the  aggregate  principal  amount  of  all
"purpose credit" extended does not exceed the "maximum loan value
of  the  collateral securing the credit" (each phrase as  defined
under the Margin Regulations), as to which we express no opinion.

          The opinions expressed in this letter are limited to
(i) the federal laws of the United States of America and the laws
of the State of New York and (ii) to the extent relevant to the
opinions expressed in paragraphs 1, 2 and 3(i) above, the General
Corporation Law of the State of Delaware, each as currently in
effect.

          We express no opinion as to the compliance or
noncompliance, or the effect of the compliance or noncompliance,
of the addressees of this letter with any state or federal laws
or regulations applicable to it by reason of its status as or
affiliation with a federally insured depository institution,
except as expressly set forth in paragraph 6 above.

          The opinions expressed in this letter are solely for
the benefit of the addressees of this letter in connection with
the transaction referred to in this letter and may not be relied
on by such addressees for any other purpose, in any manner or for
any purpose by any other person or entity; provided that the
Lenders are authorized to provide this opinion to each
participant and Eligible Assignee and such participants and
assignees may rely on this opinion as of the date hereof as if it
were addressed to them.

                                Very truly yours,




                                JONES, DAY, REAVIS & POGUE




                     [Federated Letterhead]







                          June 29, 2001


To:  The Lenders and the Agents
     Referred to Below
     c/o Citibank, N.A.
     [Address]


              Re: Federated Department Stores, Inc.

Ladies and Gentlemen:

          As General Counsel of Federated Department Stores,
Inc., a Delaware corporation (the "Borrower"), I have acted as
counsel for the Borrower in connection with each credit agreement
dated as of June 29, 2001 (collectively, the "Credit Agreements"
and each a "Credit Agreement"), among the Borrower, the lenders
(as defined in each Credit Agreement as the Lenders or the Lender
Parties, respectively, and as referred to herein collectively,
the "Lenders"), Citibank, N.A., as administrative agent and
paying agent for the Lenders, The Chase Manhattan Bank, as
administrative agent for the Lenders, Fleet National Bank, as
syndication agent, and Bank of America N.A., The Bank of New York
and Credit Suisse First Boston, as documentation agents.  This
letter is delivered to you pursuant to Section 3.01(g)(v) of the
Credit Agreements.  Capitalized terms used in this letter and not
otherwise defined have the meanings assigned to such terms in the
Credit Agreements.

          I have examined such documents and records as I have
deemed necessary for purposes of this opinion.  Based on the
foregoing, and subject to the assumptions, qualifications, and
limitations set forth in this letter, I am of the opinion that,
to the best of my knowledge, there is no action, suit,
investigation, litigation or proceeding affecting the Borrower or
any of its Subsidiaries, including any Environmental Action,
pending or threatened before any court, governmental agency or
arbitrator that (i) would be reasonably likely to have a Material
Adverse Effect or (ii) purports to affect the legality, validity
or enforceability of the Credit Agreements or any other Loan
Document or the consummation of the transactions contemplated by
the Loan Documents.

          This opinion is furnished by me, as General Counsel of
the Borrower, to the addressees hereof solely for the benefit of
such entities and solely with respect to the above transactions,
upon the understanding that I am not assuming hereby any
professional responsibility to any other person whatsoever.

                                   Very truly yours,



                                   Dennis J. Broderick