EXECUTION COPY
                                CREDIT AGREEMENT

                                   dated as of
                                  July 22, 2004
                                      among

                                BORGWARNER INC.,
                                   as Borrower
                            The Lenders Party Hereto

                              JPMORGAN CHASE BANK,
                              Administrative Agent

                             BANK OF AMERICA, N.A.,
                              as Syndication Agent

                                       and
                             CALYON NEW YORK BRANCH
                                 CITIBANK, N.A.
                         DEUTSCHE BANK SECURITIES INC.,
                             as Documentation Agents

                        $600,000,000 REVOLVING CREDIT AND
                          COMPETITIVE ADVANCE FACILITY



                 J.P. MORGAN SECURITIES INC. and BANC OF AMERICA
                                 SECURITIES LLC,
                 as Joint Lead Arrangers and Joint Book Managers


<PAGE>


TABLE OF CONTENTS
                                                                      Page
         ARTICLE I      Definitions                                     1
         SECTION 1.1.   Defined Terms                                   1
         SECTION 1.2.   Classification of Loans and Borrowings         20
         SECTION 1.3.   Terms Generally                                20
         SECTION 1.4.   Accounting Terms; GAAP                         20
         SECTION 1.5.   Change of Currency.                            20
         ARTICLE II     The Credits                                    21
         SECTION 2.1.   Commitments                                    21
         SECTION 2.2.   Loans and Borrowings                           22
         SECTION 2.3.   Requests for Revolving Borrowings              23
         SECTION 2.4.   Competitive Bid Procedure                      24
         SECTION 2.5.   Swingline Loans                                26
         SECTION 2.6.   Letters of Credit                              28
         SECTION 2.7.   Extension of Maturity Date                     32
         SECTION 2.8.   Funding of Borrowings                          34
         SECTION 2.9.   Interest Elections                             34
         SECTION 2.10.  Termination and Reduction of Commitments       36
         SECTION 2.11.  Repayment of Loans; Evidence of Debt           37
         SECTION 2.12.  Prepayment of Loans                            38
         SECTION 2.13.  Fees                                           39
         SECTION 2.14.  Interest                                       40
         SECTION 2.15.  Alternate Rate of Interest                     41
         SECTION 2.16.  Increased Costs                                42
         SECTION 2.17.  Break Funding Payments                         43
         SECTION 2.18.  Taxes                                          44
         SECTION 2.19.  Payments Generally; Pro Rata
                        Treatment; Sharing of Set-offs                 45
         SECTION 2.20.  Mitigation Obligations; Replacement of
                        Lenders                                        47
         ARTICLE III    Representations and Warranties                 47
         SECTION 3.1.   Organization; Powers                           48
         SECTION 3.2.   Authorization; Enforceability                  48
         SECTION 3.3.   Governmental Approvals; No Conflicts           48
         SECTION 3.4.   Financial Condition; No Material
                        Adverse Effect                                 48
         SECTION 3.5.   Properties                                     49
         SECTION 3.6.   Litigation and Environmental Matters           49
         SECTION 3.7.   Compliance with Laws and Agreements            49
         SECTION 3.8.   Investment and Holding Company Status          49
         SECTION 3.9.   Taxes                                          50
         SECTION 3.10.  ERISA                                          50
         SECTION 3.11.  Federal Regulations                            50
         SECTION 3.12.  Disclosure                                     50

<PAGE>

         ARTICLE IV     Conditions                                     50
         SECTION 4.1.   Effective Date                                 51
         SECTION 4.2.   Each Credit Event                              52
         ARTICLE V      Affirmative Covenants                          52
         SECTION 5.1.   Financial Statements and Other Information     52
         SECTION 5.2.   Notices of Material Events                     53
         SECTION 5.3.   Existence; Conduct of Business                 54
         SECTION 5.4.   Payment of Obligations                         54
         SECTION 5.5.   Maintenance of Properties; Insurance           54
         SECTION 5.6.   Books and Records; Inspection Rights           54
         SECTION 5.7.   Compliance with Laws                           55
         SECTION 5.8.   Use of Proceeds and Letters of Credit          55
         ARTICLE VI     Negative Covenants                             55
         SECTION 6.1.   Financial Covenants                            55
         SECTION 6.2.   Liens                                          55
         SECTION 6.3.   Fundamental Changes                            56
         SECTION 6.4.   Third Party Guarantees                         57
         ARTICLE VII    Events of Default                              57
         ARTICLE VIII   The Administrative Agent                       59
         ARTICLE IX     Miscellaneous                                  61
         SECTION 9.1.   Notices                                        61
         SECTION 9.2.   Waivers; Amendments                            62
         SECTION 9.3.   Expenses; Indemnity; Damage Waiver             63
         SECTION 9.4.   Successors and Assigns                         64
         SECTION 9.5.   Survival                                       66
         SECTION 9.6.   Counterparts; Integration; Effectiveness       66
         SECTION 9.7.   Severability                                   67
         SECTION 9.8.   Right of Setoff                                67
         SECTION 9.9.   Governing Law; Jurisdiction; Consent to
                        Service of Process                             67
         SECTION 9.10.  WAIVER OF JURY TRIAL                           68
         SECTION 9.11.  Headings
         SECTION 9.12.  Confidentiality                                68
         SECTION 9.13.  Judgment Currency                              69
         SECTION 9.14.  Loan Conversion/Participation                  69
         SECTION 9.15.  USA PATRIOT Act                                71

         SCHEDULES:

         Schedule 2.1   Commitments
         Schedule 3.6   Disclosed Matters
         Schedule 6.2   Existing Liens

         EXHIBITS:

         Exhibit A      Form of Assignment and Acceptance
         Exhibit B      Form of Opinion of Borrower's Counsel




          CREDIT AGREEMENT, dated as of July 22,
          2004, among BORGWARNER INC., a Delaware
          corporation (the "Borrower "), the several
          banks and other financial institutions from
          time to time parties hereto (the
          "Lenders"), CALYON NEW YORK BRANCH,
          CITIBANK, N.A. and DEUTSCHE BANK SECURITIES
          INC., as documentation agents (in such
          capacity, the "Documentation Agents"), BANK
          OF AMERICA, N.A., as syndication agent (in
          such capacity, the "Syndication Agent") and
          JPMORGAN CHASE BANK, as administrative
          agent for the Lenders (in such capacity,
          the "Administrative Agent")..

                 The parties hereto agree as follows:
          ARTICLE I

          Definitions

          SECTION 1.1.__      Defined Terms.  As used
          in this Agreement, the following terms have
          the meanings specified below:

          "ABR", when used in reference to any Loan
          or Borrowing, refers to whether such Loan,
          or the Loans comprising such Borrowing, are
          bearing interest at a rate determined by
          reference to the Alternate Base Rate.

          "Adjusted Eurocurrency Rate" means, with
          respect to any Eurocurrency Borrowing for
          any Interest Period, an interest rate per
          annum (rounded upwards, if necessary, to
          the next 1/16 of 1%) equal to (a) the
          Eurocurrency Rate for such Interest Period
          multiplied by (b) the Statutory Reserve Rate.

          "Adjusted Revolving Credit Exposure" shall
          mean, with respect to each Lender, the
          Revolving Credit Exposure of such Lender,
          plus the amount of any participating
          interests purchased by such Lender pursuant
          to Section 9.14, minus the amount of any
          participating interests sold by such Lender
          pursuant to Section 9.14.

          "Administrative Agent " has the meaning
          assigned to such term in the preamble.

          "Administrative Questionnaire" means an
          Administrative Questionnaire in a form
          supplied by the Administrative Agent.

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

          "Agents " means the collective reference to
          the Administrative Agent, the Syndication
          Agent and the Documentation Agents.

          "Agreement " means this Credit Agreement,
          as amended, supplemented or otherwise
          modified from time to time.

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


          "Alternative Currency " means Sterling, Yen
          or Euros.

          "Alternative Currency Loan " means a
          Revolving Loan that is a Eurocurrency Rate
          Loan and that is made in an Alternative
          Currency pursuant to the applicable
          Borrowing Request.

          "Alternative Currency Sublimit " means,
          with respect to any Alternative Currency,
          the Dollar Amount of such Alternative
          Currency set forth below:

          Currency     Alternative Currency Sublimit
          Sterling     $ 90,000,000
          Yen    $ 300,000,000
          Euros  $ 570,000,000

          "Applicable Percentage " means, with
          respect to any Lender under any Revolving
          Facility, the percentage of the total
          Commitments represented by such Lender's
          Commitment under such Facility.  If the
          Commitments under such Facility have
          terminated or expired, the Applicable
          Percentages shall be determined based upon
          the Commitments under such Facility most
          recently in effect, giving effect to any
          assignments.

          "Applicable Rate " means, for any day, with
          respect to any Eurocurrency Revolving Loan,
          or with respect to the facility fees
          payable hereunder, as the case may be, the
          applicable rate per annum set forth below
          under the caption "Eurocurrency Margin" or
          "Facility Fee Rate", as the case may be,
          based upon the ratings by Moody's and S&P,
          respectively, applicable on such date to
          the Index Debt:


          Index Debt Ratings:        Eurocurrency
                                     Margin
                                                  Facility
                                                  Fee
                                                  Rate

          Category 1          0.170%              0.080%
          A/A2 or higher

          Category 2    0.260%              0.090%
          A-/A3

          Category 3    0.390%              0.110%
          BBB+/Baa1

          Category 4    0.610%              0.140%
          BBB/Baa2

          Category 5    0.700%              0.175%
          BBB-/Baa3 or lower

          For purposes of the foregoing, (i) if
          either Moody's or S&P shall not have in
          effect a rating for the Index Debt (other
          than by reason of the circumstances
          referred to in the last sentence of this
          definition), then such rating agency shall
          be deemed to have established a rating in
          Category 5; (ii) the rating of Index Debt
          on any day shall be deemed to be the rating
          in effect at the close of business on such
          day; (iii) if the ratings established or
          deemed to have been established by Moody's
          and S&P for the Index Debt shall fall
          within different Categories, the Applicable
          Rate shall be based on the higher of the
          two ratings (e.g., A-/Baa1 results in
          Category 2 status) unless one of the two
          ratings is two or more Categories lower
          than the other, in which case the
          Applicable Rate shall be determined by
          reference to the Category next below that
          of the higher of the two ratings (e.g.,
          A-/Baa2 results in Category 3 status); and
          (iv) if the ratings established or deemed
          to have been established by Moody's and S&P
          for the Index Debt shall be changed (other
          than as a result of a change in the rating
          system of Moody's or S&P), such change
          shall be effective as of the date on which
          it is first announced by the applicable
          rating agency.  Each change in the
          Applicable Rate shall apply during the
          period commencing on the effective date of
          such change and ending on the date
          immediately preceding the effective date of
          the next such change.  If the rating system
          of Moody's or S&P shall change, or if
          either such rating agency shall cease to be
          in the business of rating corporate debt
          obligations, the Borrower and the Lenders
          shall negotiate in good faith to amend this
          definition to reflect such changed rating
          system or the unavailability of ratings
          from such rating agency and, pending the
          effectiveness of any such amendment, the
          Applicable Rate shall be determined by
          reference to the rating most recently in
          effect prior to such change or cessation.

          "Applicable Time " means, with respect to
          any Borrowings and payments in any
          Alternative Currency the local time in the
          place of settlement for such Alternative
          Currency, as may be reasonably determined
          by the Administrative Agent to be necessary
          for timely settlement on the relevant date
          in accordance with normal banking
          procedures in the place of payment.

          "Assignment and Acceptance " means an
          assignment and acceptance entered into by a
          Lender and an assignee (with the consent of
          any party whose consent is required by
          Section 9.4), and accepted by the
          Administrative Agent, in the form of
          Exhibit A or any other form approved by the
          Administrative Agent.

          "Available Dollar Commitment " means at any
          date of determination with respect to any
          Dollar Lender, an amount in Dollars equal
          to the excess, if any, of (a) the amount of
          such Dollar Lender's Dollar Commitment in
          effect on such date over (b) the Revolving
          Credit Exposure of such Dollar Lender on
          such date.

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

          "Board " means the Board of Governors of
          the Federal Reserve System of the United
          States of America.

          "Borrower " has the meaning assigned to
          such term in the preamble.

          "Borrowing " means (a) Revolving Loans of
          the same Type and under the same Facility,
          made, converted or continued on the same
          date and, in the case of Eurocurrency
          Loans, as to which a single Interest Period
          is in effect, (b) a Competitive Loan or
          group of Competitive Loans of the same Type
          made on the same date and as to which a
          single Interest Period is in effect or (c)
          a Swingline Loan.

          "Borrowing Request " means a request by the
          Borrower for a Revolving Borrowing in
          accordance with Section 2.3.

          "Business Day " means any day that is not a
          Saturday, Sunday or other day on which
          commercial banks in New York City are
          authorized or required by law to remain
          closed; provided, however, that (i) when
          used in connection with a Eurocurrency Loan
          (other than a Eurocurrency Loan denominated
          in Euro), the term "Business Day" shall
          also exclude any day on which banks are not
          open for dealings in dollar deposits in the
          London interbank market (or other interbank
          market selected by the Administrative Agent
          where its eurocurrency operation for the
          applicable currency are being conducted) or
          in the city which is the principal
          financial center of the country of issuance
          of the applicable Alternative Currency and
          (ii) when used in connection with a Loan
          denominated in Euro "Business Day" shall
          also exclude any day which is not a TARGET
          Day.

          "Capital Lease Obligations " of any Person
          means the obligations of such Person to pay
          rent or 2other amounts under any lease of
          (or other arrangement conveying the right
          to use) real or personal property, or a
          combination thereof, which obligations are
          required to be classified and accounted for
          as capital leases on a balance sheet of
          such Person under GAAP, and the amount of
          such obligations shall be the capitalized
          amount thereof determined in accordance
          with GAAP.

          "Capital Stock " means any and all shares,
          interests, participations or other
          equivalents (however designated) of capital
          stock of a corporation, any and all
          equivalent ownership interests in a Person
          (other than a corporation) and any and all
          warrants or options to purchase any of the
          foregoing.

          "Change in Control " means (a) the
          acquisition of ownership, directly or
          indirectly, beneficially or of record, by
          any Person or group (within the meaning of
          the Securities Exchange Act of 1934 and the
          rules of the Securities and Exchange
          Commission thereunder as in effect on the
          date hereof), of shares representing more
          than 30% of the aggregate ordinary voting
          power represented by the issued and
          outstanding capital stock of the Borrower;
          (b) occupation of a majority of the seats
          (other than vacant seats) on the board of
          directors of the Borrower by Persons who
          were neither (i) nominated by the board of
          directors of the Borrower nor (ii)
          appointed by directors so nominated; or (c)
          the acquisition of direct or indirect
          Control of the Borrower by any Person or
          group.

          "Change in Law " means (a) the adoption of
          any law, rule or regulation after the date
          of this Agreement, (b) any change in any
          law, rule or regulation or in the
          interpretation or application thereof by
          any Governmental Authority after the date
          of this Agreement or (c) compliance by any
          Lender or the Issuing Bank (or, for
          purposes of Section 2.16(b), by any lending
          office of such Lender or by such Lender's
          or the Issuing Bank's holding company, if
          any) with any request, guideline or
          directive (whether or not having the force
          of law) of any Governmental Authority made
          or issued after the date of this Agreement.

          "Class ", when used in reference to any
          Loan or Borrowing, refers to whether such
          Loan, or the Loans comprising such
          Borrowing, are Dollar Revolving Loans, Euro
          Revolving Loans, Sterling Revolving Loans,
          Yen Revolving Loans, Competitive Loans or
          Swingline Loans.

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

          "Committed Exposure Percentage " shall
          mean, on any date with respect to any
          Lender, the percentage which the Adjusted
          Revolving Credit Exposure of such Lender
          constitutes of the Adjusted Revolving
          Credit Exposures of all Lenders.

          "Commitments " means, the collective
          reference to the Dollar Commitments, the
          Euro Commitments, the Sterling Commitments
          and the Yen Commitments.  The initial
          aggregate amount of the Commitments is
          $600,000,000.

          "Competitive Bid " means an offer by a
          Lender to make a Competitive Loan in
          accordance with Section 2.4.

          "Competitive Bid Rate " means, with respect
          to any Competitive Bid, the Margin or the
          Fixed Rate, as applicable, offered by the
          Lender making such Competitive Bid.

          "Competitive Bid Request " means a request
          by the Borrower for Competitive Bids in
          accordance with Section 2.4.

          "Competitive Loan " means a Loan made
          pursuant to Section 2.4.

          "Consolidated EBITDA " means, for any
          period, Consolidated Net Income for such
          period plus, without duplication and to the
          extent reflected as a charge in the
          statement of such Consolidated Net Income
          for such period, the sum of (a) income tax
          expense, (b) interest expense, amortization
          or writeoff of debt discount and debt
          issuance costs and commissions, discounts
          and other fees and charges associated with
          Indebtedness (including the Loans), (c)
          depreciation and amortization expense, (d)
          amortization of intangibles (including, but
          not limited to, goodwill) and organization
          costs, (e) any extraordinary, unusual or
          non-recurring non-cash expenses or losses
          (including, whether or not otherwise
          includable as a separate item in the
          statement of such Consolidated Net Income
          for such period, non-cash losses on sales
          of assets outside of the ordinary course of
          business), and (f) minority interest
          charges and any other non-cash charges, and
          minus, to the extent included in the
          statement of such Consolidated Net Income
          for such period, the sum of (a) interest
          income, (b) any extraordinary, unusual or
          non-recurring income or gains (including,
          whether or not otherwise includable as a
          separate item in the statement of such
          Consolidated Net Income for such period,
          gains on the sales of assets outside of the
          ordinary course of business) and (c)
          minority interest credits and any other
          non-cash income (except for all amounts
          that would, in conformity with GAAP, be set
          forth opposite the caption "equity in
          affiliate earnings and other income" (or
          any like caption) on a consolidated income
          statement of the Borrower and its
          Subsidiaries), all as determined on a
          consolidated basis.  For the purposes of
          calculating Consolidated EBITDA for any
          period of four consecutive fiscal quarters
          (each, a "Reference Period") pursuant to
          any determination of the Leverage Ratio,
          (i) if at any time during such Reference
          Period the Borrower or any Subsidiary shall
          have made any Material Disposition, the
          Consolidated EBITDA for such Reference
          Period shall be reduced by an amount equal
          to the Consolidated EBITDA (if positive)
          attributable to the property that is the
          subject of such Material Disposition for
          such Reference Period or increased by an
          amount equal to the Consolidated EBITDA (if
          negative) attributable thereto for such
          Reference Period and (ii) if during such
          Reference Period the Borrower or any
          Subsidiary shall have made a Material
          Acquisition, Consolidated EBITDA for such
          Reference Period shall be calculated after
          giving pro forma effect thereto as if such
          Material Acquisition occurred on the first
          day of such Reference Period.  As used in
          this definition, "Material Acquisition"
          means any acquisition of property or series
          of related acquisitions of property that
          (a) constitutes assets comprising all or
          substantially all of an operating unit of a
          business or constitutes all or
          substantially all of the common stock of a
          Person and (b) involves the payment of
          consideration by the Borrower and its
          Subsidiaries in excess of $50,000,000; and
          "Material Disposition" means any
          disposition of property or series of
          related dispositions of property that
          yields gross proceeds to the Borrower or
          any of its Subsidiaries in excess of
          $50,000,000.

          "Consolidated Net Income " means, for any
          period, the consolidated net income (or
          loss) of the Borrower and its Subsidiaries,
          determined on a consolidated basis in
          accordance with GAAP.

          "Consolidated Net Worth " means, at any
          date, all amounts that would, in conformity
          with GAAP, be set forth opposite the
          captions "minority interest" (or any like
          caption) and "total stockholders' equity"
          (or any like caption) on a consolidated
          balance sheet of the Borrower and its
          Subsidiaries at such date.

          "Consolidated Total Assets " means at any
          date, all amounts that would, in conformity
          with GAAP, be set forth opposite the
          caption "total assets" (or any like
          caption) on a consolidated balance sheet of
          the Borrower and its Subsidiaries at such
          date.

          "Consolidated Total Debt " means, at any
          date, the aggregate principal amount of all
          Indebtedness of the Borrower and its
          Subsidiaries at such date, determined on a
          consolidated basis in accordance with GAAP.

          "Continuing Lenders" has the meaning
          assigned to such term in Section 2.7(a).

          "Control " means the possession, directly
          or indirectl8y, of the power to direct or
          cause the direction of the management or
          policies of a Person, whether through the
          ability to exercise voting power, by
          contract or otherwise.  "Controlling" and
          "Controlled" have meanings correlative
          thereto.

          "Conversion Date" shall mean any date on
          which either (a) an Event of Default under
          paragraph (h) or (i) of Article VII has
          occurred with respect to the Borrower or
          (b) the Commitments shall have been
          terminated prior to the Maturity Date
          and/or the Loans shall have been declared
          immediately due and payable, in either case
          pursuant to Article VII.

          "Conversion Sharing Percentage" means on
          any date with respect to any Lender and any
          Revolving Loans of such Lender outstanding
          in any currency other than Dollars, the
          percentage of such Revolving Loans such
          that, after giving effect to the conversion
          of such Revolving Loans to Dollars and the
          purchase and sale by such Lender of
          participating interests as contemplated by
          Section 9.14, the Committed Exposure
          Percentage of such Lender will equal such
          Lender's Applicable Percentage under the
          Dollar Facility on such date (calculated
          immediately prior to giving effect to any
          termination or expiration of the
          Commitments on the Conversion Date).

          "Converted Loans" shall have the meaning
          set forth in Section 9.14.

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

          "Disclosed Matters" means the actions,
          suits and proceedings and the environmental
          matters disclosed in Schedule 3.6.

          "Documentation Agents" has the meaning
          assigned to such term in the preamble.

          "Dollar Amount" means, at any time:

          (a)  with respect to any Loan denominated
          in Dollars (including, with respect to any
          Swingline Loan, any funded participation
          therein), the principal amount thereof then
          outstanding (or in which such participation
          is held);

          (b)  with respect to any Alternative
          Currency Loan, the principal amount thereof
          then outstanding in the relevant
          Alternative Currency, converted to Dollars
          at the Exchange Rate determined by the
          Administrative Agent on the date of
          determination of a Dollar Amount; and

          (c)  with respect to any LC Exposure (or
          any risk participation therein), the amount
          thereof.
          "Dollar Commitment " means, with respect to
          each Lender, the commitment of such Lender
          to make Dollar Revolving Loans and to
          acquire participations in Letters of Credit
          and Swingline Loans hereunder, expressed as
          an amount representing the maximum
          aggregate amount of such Lender's Revolving
          Credit Exposure hereunder, as such
          commitment may be (a) reduced from time to
          time pursuant to Section 2.10, (b) reduced
          or increased from time to time pursuant to
          assignments by or to such Lender pursuant
          to Section 9.4 or (c) increased from time
          to time pursuant to Section 2.1(e).  The
          initial amount of each Lender's Dollar
          Commitment is set forth on Schedule 2.1, or
          in the Assignment and Acceptance pursuant
          to which such Lender shall have assumed its
          Dollar Commitment, as applicable.

          "Dollar Facility" shall have the meaning
          set forth in the definition of "Facility ".


          "Dollar Lender" means each Lender holding a
          Dollar Commitment.

          "Dollar Revolving Loan" mean a Revolving
          Loan made pursuant to Section 2.1(a).

          "Dollars" or "$" refers to lawful money of
          the United States of America.

          "Domestic Subsidiary" means any Subsidiary
          of the Borrower organized under the laws of
          any jurisdiction within the United States.

          "Effective Date" means the date on which
          the conditions specified in Section 4.1 are
          satisfied (or waived in accordance with
          Section 9.2).

          "EMU" means the economic and monetary union
          in accordance with the Treaty of Rome 1957,
          as amended by the Single European Act 1986,
          the Maastricht Treaty of 1992 and the
          Amsterdam Treaty of 1998.

          "EMU Legislation" means the legislative
          measures of the European Council for the
          introduction of, changeover to or operation
          of a single or unified European currency.

          "Environmental Laws" means all laws, rules,
          regulations, codes, ordinances, orders,
          decrees, judgments, injunctions, notices or
          binding agreements issued, promulgated or
          entered into by any Governmental Authority,
          relating in any way to the environment,
          preservation or reclamation of natural
          resources, the management, release or
          threatened release of any Hazardous
          Material or to health and safety matters.

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

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

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

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

          "Euro " and "EUR" means the lawful currency
          of the Participating Member States
          introduced in accordance with EMU Legislation.

          "Euro Commitment" means, with respect to
          each Lender, the commitment of such Lender
          to make Euro Revolving Loans, as such
          commitment may be (a) reduced from time to
          time pursuant to Section 2.10, (b) reduced
          or increased from time to time pursuant to
          assignments by or to such Lender pursuant
          to Section 9.4 or (c) increased from time
          to time pursuant to Section 2.1(e).  The
          initial amount of each Lender's Euro
          Commitment is set forth on Schedule 2.1, or
          in th Assignment and Acceptance pursuant to
          which such Lender shall have assumed its
          Euro Commitment, as applicable.

          "Euro Facility" shall have the meaning set
          forth in the definition of "Facility".  The
          Euro Facility shall be a subfacility of the
          Dollar Facility.

          "Euro Lender" means each Lender holding a
          Euro Commitment.

          "Euro Revolving Loan" mean a Revolving Loan
          made pursuant to Section 2.1(b).

          "Eurocurrency" when used in reference to
          any Loan or Borrowing, refers to whether
          such Loan, or the Loans comprising such
          Borrowing, are bearing interest at a rate
          determined by reference to the Adjusted
          Eurocurrency Rate (or, in the case of a
          Competitive Loan, the Eurocurrency Rate).

          "Eurocurrency Rate" means, for any Interest
          Period with respect to any Eurocurrency
          Rate Loan:

          (a)  except with respect to Eurocurrency
          Rate Loans denominated in Sterling, the
          rate per annum equal to the rate determined
          by the Administrative Agent to be the
          offered rate that is quoted on the Reuters
          Telerate screen for deposits in Dollars or
          the relevant Alternative Currency (for
          delivery on the first day of such Interest
          Period) with a term equivalent to such
          Interest Period, determined as of
          approximately 11:00 a.m., London time, two
          (2) Business Days (or, in the case of
          Euros, TARGET Days) prior to the first day
          of such Interest Period, or

          (b)  except with respect to Eurocurrency
          Rate Loans denominated in Sterling, in the
          event that such rate does not appear on the
          Reuters Telerate screen (or otherwise on
          such screen), the "Eurocurrency Rate" shall
          be determined by reference to such other
          comparable publicly available service for
          displaying eurocurrency rates as may be
          selected by the Administrative Agent or, in
          the absence of such availability, by
          reference to the rate at which the
          Administrative Agent is offered deposits in
          the applicable currency at or about 11:00
          a.m., London time, two Business Days (or,
          in the case of Euros, two TARGET Days)
          prior to the beginning of such Interest
          Period in the interbank eurocurrency market
          where its eurocurrency and foreign currency
          and exchange operations are then being
          conducted for delivery on the first day of
          such Interest Period for the number of days
          comprised therein; or

          (c)  with respect to any Eurocurrency Rate
          Loan denominated in Sterling, the rate at
          which the Administrative Agent is offered
          deposits in Sterling at or about 11:00
          a.m., London time, two Business Days prior
          to the beginning of such Interest Period in
          the interbank eurocurrency market where its
          eurocurrency and foreign currency and
          exchange operations are then being
          conducted for delivery on the first day of
          such Interest Period for the number of days
          comprised therein.
          "Eurocurrency Rate Loan" means a Loan,
          whether denominated in Dollars or in an
          Alternative Currency, that bears interest
          at a rate based on the Eurocurrency Rate.

          "Event of Default" has the meaning assigned
          to such term in Article VII.

          "Exchange Rate" shall mean, with respect to
          any Alternative Currency on a particular
          date, the rate at which such Alternative
          Currency may be exchanged into Dollars, as
          set forth on such date on the applicable
          Reuters currency page with respect to such
          Alternative Currency.  In the event that
          such rate does not appear on the applicable
          Reuters currency page, the Exchange Rate
          with respect to such Alternative Currency
          shall be determined by reference to such
          other publicly available service for
          displaying exchange rates as may be agreed
          upon by the Administrative Agent and the
          Borrower or, in the absence of such
          agreement, such Exchange Rate shall instead
          be JPMorgan Chase Bank's spot rate of
          exchange in the London interbank or other
          market where its foreign currency exchange
          operations in respect of such Alternative
          Currency are then being conducted, at or
          about 10:00  a.m., local time, at such date
          for the purchase of Dollars with such
          Alternative Currency for delivery two
          Business Days later; provided, however,
          that if at the time of any such
          determination, for any reason, no such spot
          rate is being quoted, the Administrative
          Agent may use any reasonable method it
          deems appropriate to determine such rate,
          and such determination shall be conclusive
          absent manifest error.

           "Excluded Taxes" means, with respect to
          the Administrative Agent, any Lender, the
          Issuing Bank or any other recipient of any
          payment to be made by or on account of any
          obligation of the Borrower hereunder, (a)
          income or franchise taxes imposed on (or
          measured by) its net income by the United
          States of America, or by the jurisdiction
          under the laws of which such recipient is
          organized or in which its principal office
          is located or, in the case of any Lender,
          in which its applicable lending office is
          located, (b) any branch profits taxes
          imposed by the United States of America or
          any similar tax imposed by any other
          jurisdiction in which the Borrower is
          located and (c) in the case of a Foreign
          Lender (other than an assignee pursuant to
          a request by the Borrower under Section
          2.20(b)), any withholding tax that is
          imposed on amounts payable to such Foreign
          Lender at the time such Foreign Lender
          becomes a party to this Agreement or is
          attributable to such Foreign Lender's
          failure to comply with Section 2.18(e),
          except to the extent that such Foreign
          Lender's assignor (if any) was entitled, at
          the time of assignment, to receive
          additional amounts from the Borrower with
          respect to such withholding tax pursuant to
          Section ""2.18(a).

          "Existing Credit Agreement" means the
          Credit Agreement, dated as of July 21, 2000
          (as the same may be amended, supplemented
          or otherwise modified from time to time),
          among the Borrower, the banks and other
          financial institutions from time to time
          parties thereto, JPMorgan Chase Bank
          (formerly, The Chase Manhattan Bank), as
          administrative agent, Bank of America,
          N.A., as syndication agent, and Bank One,
          N.A., as documentation agent.

          "Extended Maturity Date" has the meaning
          assigned to such term in Section 2.7(a).

          "Extension Acceptance Notice" has the
          meaning assigned to such term in Section
          2.7(a).

          "Extension Date" has the meaning assigned
          to such term in Section 2.7(a).

          "Extension Notice" has the meaning assigned
          to such term in Section 2.7(a).

          "Facility " means any of (a) the credit
          facility constituted by the Dollar
          Commitments and the extensions of credit
          thereunder (the "Dollar Facility"), (b) the
          credit facility constituted by the Euro
          Commitments and the extensions of credit
          thereunder (the "Euro Facility"), (c) the
          credit facility constituted by the Sterling
          Commitments and the extensions of credit
          thereunder (the "Sterling Facility "), (d)
          the credit facility constituted by the Yen
          Commitments and the extensions of credit
          thereunder (the "Yen Facility") and (e) the
          credit facility constituted by the
          Competitive Bids and the extensions of
          credit thereunder (the "Competitive Bid
          Facility").

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

          "Financial Officer" means the chief
          financial officer, principal accounting
          officer, treasurer or assistant treasurer
          of the Borrower.

          "Fixed Rate" means, with respect to any
          Competitive Loan (other than a Eurocurrency
          Competitive Loan), the fixed rate of
          interest per annum specified by the Lender
          making such Competitive Loan in its related
          Competitive Bid.

          "Fixed Rate Loan" means a Competitive Loan
          bearing interest at a Fixed Rate.

          "Foreign Lender" means any Lender that is
          organized under the laws of a jurisdiction
          other than that in which the Borrower is
          located.  For purposes of this definition,
          the United States of America, each State
          thereof and the District of Columbia shall
          be deemed to constitute a single jurisdiction.

          "Foreign Subsidiary" means any Subsidiary
          of the Borrower that is not a Domestic
          Subsidiary.

          "GAAP" means generally accepted accounting
          principles in the United States of America.
          "Governmental Authority " means any
          government or nation or any political
          subdivision thereof, whether state or
          local, and any agency, authority,
          instrumentality, regulatory body, court,
          central bank or other entity exercising
          executive, legislative, judicial, taxing,
          regulatory or administrative powers or
          functions of or pertaining to government.

          "Guarantee" of or by any Person (the
          "guarantor ") means any obligation,
          contingent or otherwise, of the guarantor
          guaranteeing or having the economic effect
          of guaranteeing any Indebtedness or other
          obligation of any other Person (the
          "primary obligor ") in any manner, whether
          directly or indirectly, and including any
          obligation of the guarantor, direct or
          indirect, (a) to purchase or pay (or
          advance or supply funds for the purchase or
          payment of) such Indebtedness or other
          obligation or to purchase (or to advance or
          supply funds for the purchase of) any
          security for the payment thereof, (b) to
          purchase or lease property, securities or
          services for the purpose of assuring the
          owner of such Indebtedness or other
          obligation of the payment thereof, (c) to
          maintain working capital, equity capital or
          any other financial statement condition or
          liquidity of the primary obligor so as to
          enable the primary obligor to pay such
          Indebtedness or other obligation or (d) as
          an account party in respect of any letter
          of credit or letter of guaranty issued to
          support such Indebtedness or obligation;
          provided, that the term Guarantee shall not
          include endorsements for collection or
          deposit in the ordinary course of business.

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

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

          "Indebtedness"of any Person means, without
          duplication, (a) all obligations of such
          Person for borrowed money or with respect
          to deposits or advances of any kind, (b)
          all obligations of such Person evidenced by
          bonds, debentures, notes or similar
          instruments, (c) all obligations of such
          Person upon which interest charges are
          customarily paid, (d) all obligations of
          such Person under conditional sale or other
          title retention agreements relating to
          property acquired by such Person, (e) all
          obligations of such Person in respect of
          the deferred purchase price of property or
          services (excluding current accounts
          payable incurred in the ordinary course of
          business), (f) all Indebtedness of others
          secured by (or for which the holder of such
          Indebtedness has an existing right,
          contingent or otherwise, to be secured by)
          any Lien on property owned or acquired by
          such Person, whether or not the
          Indebtedness secured thereby has been
          assumed, (g) all Guarantees by such Person
          of Indebtedness of others, (h) all Capital
          Lease Obligations of such Person, (i) all
          obligations, contingent or otherwise, of
          such Person as an account party in respect
          of letters of credit and letters of
          guaranty and (j) all obligations,
          contingent or otherwise, of such Person in
          respect of bankers' acceptances.  The
          Indebtedness of any Person shall include
          the Indebtedness of any other entity
          (including any partnership in which such
          Person is a general partner) to the extent
          such Person is liable therefor as a result
          of such Person's ownership interest in or
          other relationship with such entity, except
          to the extent the terms of such
          Indebtedness provide that such Person is
          not liable therefor.

          "Indemnified Taxes" means Taxes other than
          Excluded Taxes.

          "Index Debt" means (i) senior, unsecured,
          long-term indebtedness for borrowed money
          of the Borrower that is not guaranteed by
          any other Person or subject to any other
          credit enhancement or (ii) if no
          indebtedness of the type described in
          clause (i) is outstanding, all senior,
          unsecured, long-term indebtedness of the
          Borrower (that is not guaranteed by any
          other Person or subject to any other credit
          enhancement) registered under an effective
          shelf registration under Rule 415 of the
          Securities Act of 1933, as amended.

          "Interest Election Request" means a request
          by the Borrower to convert or continue a
          Revolving Borrowing in accordance with
          Section 2.9.

          "Interest Payment Date" means (a) with
          respect to any ABR Loan (other than a
          Swingline Loan), the last day of each
          March, June, September and December, (b)
          with respect to any Eurocurrency Loan, the
          last day of the Interest Period applicable
          to the Borrowing of which such Loan is a
          part and, in the case of a Eurocurrency
          Borrowing with an Interest Period of more
          than three months' duration, each day prior
          to the last day of such Interest Period
          that occurs at intervals of three months'
          duration after the first day of such
          Interest Period, (c) with respect to any
          Fixed Rate Loan, the last day of the
          Interest Period applicable to the Borrowing
          of which such Loan is a part and, in the
          case of a Fixed Rate Borrowing with an
          Interest Period of more than 90 days'
          duration (unless otherwise specified in the
          applicable Competitive Bid Request), each
          day prior to the last day of such Interest
          Period that occurs at intervals of 90 days'
          duration after the first day of such
          Interest Period, and any other dates that
          are specified in the applicable Competitive
          Bid Request as Interest Payment Dates with
          respect to such Borrowing and (d) with
          respect to any Swingline Loan, the day that
          such Loan is required to be repaid.

          "Interest Period" means (a) with respect to
          any Eurocurrency Borrowing, the period
          commencing on the date of such Borrowing
          and ending on the numerically corresponding
          day in the calendar month that is one, two,
          three or six months thereafter, as the
          Borrower may elect, and (b) with respect to
          any Fixed Rate Borrowing, the period (which
          shall not be less than 15 days or more than
          180 days) commencing on the date of such
          Borrowing and ending on the date specified
          in the applicable Competitive Bid Request;
          provided, that (i) if any Interest Period
          would end on a day other than a Business
          Day, such Interest Period shall be extended
          to the next succeeding Business Day unless,
          in the case of a Eurocurrency Borrowing
          only, such next succeeding Business Day
          would fall in the next calendar month, in
          which case such Interest Period shall end
          on the next preceding Business Day and (ii)
          any Interest Period pertaining to a
          Eurocurrency Borrowing that commences on
          the last Business Day of a calendar month
          (or on a day for which there is no
          numerically corresponding day in the last
          calendar month of such Interest Period)
          shall end on the last Business Day of the
          last calendar month of such Interest
          Period.  For purposes hereof, the date of a
          Borrowing initially shall be the date on
          which such Borrowing is made and, in the
          case of a Revolving Borrowing, thereafter
          shall be the effective date of the most
          recent conversion or continuation of such
          Borrowing.

          "Issuing Bank" means JPMorgan Chase Bank or
          any of its Affiliates, in its capacity as
          the issuer of Letters of Credit hereunder,
          and its successors in such capacity as
          provided in Section 2.6(i).

          "Joint Lead Arrangers" means J.P. Morgan
          Securities Inc. and Banc of America
          Securities LLC, as joint lead arrangers and
          joint book managers for this Agreement.
          "LC Disbursement" means a payment made by
          the Issuing Bank pursuant to a Letter of
          Credit.

          "LC Exposure" means, at any time, the sum
          of (a) the aggregate undrawn amount of all
          outstanding Letters of Credit at such time
          plus (b) the aggregate amount of all LC
          Disbursements that have not yet been
          reimbursed by or on behalf of the Borrower
          at such time.  The LC Exposure of any
          Lender at any time shall be its Applicable
          Percentage of the total LC Exposure at such
          time.

          "Lenders" means the Persons listed on
          Schedule 2.1 and any other Person that
          shall have become a party hereto pursuant
          to an Assignment and Acceptance, other than
          any such Person that ceases to be a party
          hereto pursuant to an Assignment and
          Acceptance.  Unless the context otherwise
          requires, the term "Lenders" includes the
          Swingline Lender.

          "Letter of Credit" means any letter of
          credit issued pursuant to this Agreement.
          Letters of Credit shall be a subfacility of
          the Dollar Facility.

          "Leverage Ratio" means, as at the last day
          of any period, the ratio of (a)
          Consolidated Total Debt on such day to (b)
          Consolidated EBITDA for such period.

          "Lien" means, with respect to any asset,
          (a) any mortgage, deed of trust, lien,
          pledge, hypothecation, encumbrance, charge
          or security interest in, on or of such
          asset, (b) the interest of a vendor or a
          lessor under any conditional sale
          agreement, capital lease or title retention
          agreement (or any financing lease having
          substantially the same economic effect as
          any of the foregoing) relating to such
          asset and (c) in the case of securities,
          any purchase option, call or similar right
          of a third party with respect to such
          securities.

          "Loans" means the loans made by the Lenders
          to the Borrower pursuant to this Agreement.

          "Loans to be Converted" shall have the
          meaning set forth in Section 9.14(a).

          "Margin" means, with respect to any
          Competitive Loan bearing interest at a rate
          based on the Eurocurrency Rate, the
          marginal rate of interest, if any, to be
          added to or subtracted from the
          Eurocurrency Rate to determine the rate of
          interest applicable to such Loan, as
          specified by the Lender making such Loan in
          its related Competitive Bid.

          "Material Adverse Effect" means a material
          adverse effect on (a) the business, assets,
          operations, prospects or condition,
          financial or otherwise, of the Borrower and
          the Subsidiaries taken as a whole, (b) the
          ability of the Borrower to perform any of
          its obligations under this Agreement or (c)
          the rights of or benefits available to the
          Lenders under this Agreement.

          "Material Indebtedness" means Indebtedness
          (other than the Loans and Letters of
          Credit), or obligations in respect of one
          or more Hedging Agreements, of any one or
          more of the Borrower and its Subsidiaries
          in an aggregate principal amount exceeding
          $50,000,000.  For purposes of determining
          Material Indebtedness, the "principal
          amount" of the obligations of the Borrower
          or any Subsidiary in respect of any Hedging
          Agreement at any time shall be the maximum
          aggregate amount (giving effect to any
          netting agreements) that the Borrower or
          such Subsidiary would be required to pay if
          such Hedging Agreement were terminated at
          such time.

          "Maturity Date" means July 22, 2009, as
          such date may be extended with respect to
          any particular Lender pursuant to Section 2.7.

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

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

          "Net Cash Proceeds" means in connection
          with any issuance or sale of any common
          equity, the cash proceeds received from
          such issuance or incurrence, net of
          attorneys' fees, investment banking fees,
          accountants' fees, underwriting discounts
          and commissions and other customary fees
          and expenses actually incurred in
          connection therewith.

          "Non-Extending Lenders" has the meaning
          assigned to such term in Section 2.7(a).

          "Notice Date" has the meaning assigned to
          such term in Section 2.7(a).

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

          "Overnight Rate" means, for any day, (a)
          with respect to any amount denominated in
          Dollars, the Federal Funds Effective Rate,
          and (b) with respect to any amount
          denominated in an Alternative Currency, the
          rate of interest per annum at which
          overnight deposits in the applicable
          Alternative Currency, in an amount
          approximately equal to the amount with
          respect to which such rate is being
          determined, would be offered for such day
          by a branch or Affiliate of JPMorgan Chase
          Bank in the applicable offshore interbank
          market for such currency to major banks in
          such interbank market.

          "Participating Member State" means any
          member state of the EMU which has the Euro
          as its lawful currency.

          "PBGC" means the Pension Benefit Guaranty
          Corporation referred to and defined in
          ERISA and any successor entity performing
          similar functions.

          "Permitted Encumbrances" means:

          (a) Liens for taxes not yet due or which
          are being contested in good faith by
          appropriate proceedings, provided that
          adequate reserves with respect thereto are
          maintained on the books of the Borrower or
          its Subsidiaries, as the case may be, in
          conformity with GAAP (or, in the case of
          Foreign Subsidiaries, generally accepted
          accounting principles in effect from time
          to time in their respective jurisdictions
          of incorporation;

          (b) carriers', warehousemen's, mechanics',
          materialmen's, repairmen's and other like
          Liens imposed by law, arising in the
          ordinary course of business and securing
          obligations that are not overdue by more
          than 60 days or are being contested in
          compliance with Section 5.4;

          (c) pledges and deposits made in the
          ordinary course of business in compliance
          with workers' compensation, unemployment
          insurance and other social security laws or
          regulations;

          (d) deposits to secure the performance of
          bids, trade contracts, leases, statutory
          obligations, surety and appeal bonds,
          performance bonds and other obligations of
          a like nature, in each case in the ordinary
          course of business; and

          (e) easements, zoning restrictions,
          rights-of-way and similar encumbrances on
          real property imposed by law or arising in
          the ordinary course of business that do not
          secure any monetary obligations and do not
          materially detract from the value of the
          affected property or interfere with the
          ordinary conduct of business of the
          Borrower or any Subsidiary;
          provided that the term "Permitted
          Encumbrances" shall not include any Lien
          securing Indebtedness.

  "Person" means any natural person, corporation,
  limited liability company, trust, joint venture,
  association, company, partnership, Governmental
  Authority or other entity.

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

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

  "Receivables Facility" means receivables financings
  of the Borrower and its Subsidiaries in an
  aggregate principal amount not to exceed
  $200,000,000 at any one time outstanding for the
  Borrower and the Domestic Subsidiaries,
  $200,000,000 at any one time outstanding for the
  Foreign Subsidiaries, or $300,000,000 at any one
  time outstanding for the Borrower and its
  Subsidiaries, which receivables financings shall be
  upon terms and subject to conditions reasonably
  satisfactory to the Required Lenders, but in any
  event no less restrictive to the Borrower and its
  Subsidiaries than those for any such receivables
  financings in effect on the date hereof.

  "Register" has the meaning set forth in Section 9.4.

  "Related Parties" means, with respect to any
  specified Person, such Person's Affiliates and the
  respective directors, officers, employees, agents
  and advisors of such Person and such Person's
  Affiliates.  With respect to each Lender (other
  than the Administrative Agent) and for the purpose
  of Section 9.3, it is hereby understood that such
  Lender's "agents" (as such term is used in the
  preceding sentence) shall not include the
  Administrative Agent or agents of the
  Administrative Agent.

  "Required Lenders" means, at any time, Lenders
  having Dollar Commitments representing more than
  50% of the total Dollar Commitments at such time;
  provided that, for purposes of declaring the Loans
  to be due and payable pursuant to Article VII, and
  for all purposes after the Loans become due and
  payable pursuant to Article VII or the Dollar
  Commitments expire or terminate, "Required Lenders"
  shall mean Lenders having Revolving Credit
  Exposures representing more than 50% of the total
  Revolving Credit Exposures and the outstanding
  Competitive Loans of the Lenders shall be included
  in their respective Revolving Credit Exposures in
  determining the Required Lenders; provided that for
  purposes of this definition the Revolving Credit
  Exposure of each Lender shall be adjusted up or
  down so as to give effect to any participations
  purchased or sold pursuant to Section 9.14.

  "Revolving Credit Exposure" means, with respect to
  any Lender at any time, the Dollar Amount of the
  sum of the outstanding principal amount of such
  Lender's Revolving Loans and its LC Exposure and
  Swingline Exposure at such time.

  "Revolving Facility" means any of the Dollar
  Facility, the Euro Facility, the Sterling Facility
  or the Yen Facility.

  "Revolving Loan" means a Loan made pursuant to
  Section 2.3.

  "Same Day Funds" means (a) with respect to
  disbursements and payments in Dollars, immediately
  available funds, and (b) with respect to
  disbursements and payments in an Alternative
  Currency, same day or other funds as may be
  determined by the Administrative Agent, to be
  customary in the place of disbursement or payment
  for the settlement of international banking
  transactions in the relevant Alternative Currency.

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

  "Statutory Reserve Rate" means a fraction
  (expressed as a decimal), the numerator of which is
  the number one and the denominator of which is the
  number one minus the aggregate of the maximum
  reserve percentages (including any marginal,
  special, emergency or supplemental reserves)
  expressed as a decimal established by the Board to
  which the Administrative Agent is subject, for
  eurocurrency funding (currently referred to as
  "Eurocurrency Liabilities" in Regulation D of the
  Board).  Such reserve percentages shall include
  those imposed pursuant to such Regulation D.
  Eurocurrency Loans shall be deemed to constitute
  eurocurrency funding and to be subject to such
  reserve requirements without benefit of or credit
  for proration, exemptions or offsets that may be
  available from time to time to any Lender under
  such Regulation D or any comparable regulation.
  The Statutory Reserve Rate shall be adjusted
  automatically on and as of the effective date of
  any change in any reserve percentage.

  "Sterling " and "Pound" means the lawful currency
  of the United Kingdom.

  "Sterling Commitment" means, with respect to each
  Lender, the commitment of such Lender to make
  Sterling Revolving Loans, as such commitment may be
  (a) reduced from time to time pursuant to Section
  2.10, (b) reduced or increased from time to time
  pursuant to assignments by or to such Lender
  pursuant to Section 9.4 or (c) increased from time
  to time pursuant to Section 2.1(e).  The initial
  amount of each Lender's Sterling Commitment is set
  forth on Schedule 2.1, or in the Assignment and
  Acceptance pursuant to which such Lender shall have
  assumed its Sterling Commitment, as applicable.

  "Sterling Facility" shall have the meaning set
  forth in the definition of "Facility".  The
  Sterling Facility shall be a subfacility of the
  Dollar Facility.

  "Sterling Lender" means each Lender holding a
  Sterling Commitment.

  "Sterling Revolving Loan" mean a Revolving Loan
  made pursuant to Section 2.1(c).

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

  "Subsidiary" means any subsidiary of the Borrower.

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

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

  "Swingline Loan" means a Loan made pursuant to
  Section 2.5.  Swingline Loans shall be a
  subfacility of the Dollar Facility.

  "Swingline Rate" means, for any day, with respect
  to any Swingline Rate Loan, the rate per annum
  quoted by the Swingline Lender to the Borrower in
  accordance with Section 2.5(b) as the rate at which
  the Swingline Lender is willing to make such Loan.

  "Swingline Rate Loans" means the Loans the rate of
  interest applicable to which is based upon the
  Swingline Rate.

  "Syndication Agent" has the meaning assigned to
  such term in the preamble.
  "TARGET Day" means any day on which the
  Trans-European Automated Real-time Gross Settlement
  Express Transfer (TARGET) payment system (or if
  such payment system ceases to be operative, such
  other payment system (if any) determined by the
  Administrative Agent to be a suitable replacement)
  is open for the settlement of payments in Euro.

  "Taxes" means any and all present or future taxes,
  levies, imposts, duties, deductions, charges or
  withholdings imposed by any Governmental Authority.

  "Transactions" means the execution, delivery and
  performance by the Borrower of this Agreement, the
  borrowing of Loans, the use of the proceeds thereof
  and the issuance of Letters of Credit hereunder.

  "Type", when used in reference to any Loan or
  Borrowing, refers to whether the rate of interest
  on such Loan, or on the Loans comprising such
  Borrowing, is determined by reference to the
  Adjusted Eurocurrency Rate, the Alternate Base Rate
  or, in the case of a Competitive Loan or Borrowing,
  the Eurocurrency Rate or a Fixed Rate.

  "Withdrawal Liability" means liability to a
  Multiemployer Plan as a result of a complete or
  partial withdrawal from such Multiemployer Plan, as
  such terms are defined in Part I of Subtitle E of
  Title IV of ERISA.

  "Yen" and "Y " means the lawful currency of Japan.

  "Yen Commitment" means, with respect to each
  Lender, the commitment of such Lender to make Yen
  Revolving Loans, as such commitment may be (a)
  reduced from time to time pursuant to Section 2.10,
  (b) reduced or increased from time to time pursuant
  to assignments by or to such Lender pursuant to
  Section 9.4 or (c) increased from time to time
  pursuant to Section 2.1(e).  The initial amount of
  each Lender's Yen Commitment is set forth on
  Schedule 2.1, or in the Assignment and Acceptance
  pursuant to which such Lender shall have assumed
  its Yen Commitment, as applicable.

  "Yen Facility" shall have the meaning set forth in
  the definition of "Facility".  The Yen Facility
  shall be a subfacility of the Dollar Facility.

  "Yen Lender" means each Lender holding a Yen
  Commitment.

  "Yen Revolving Loan" means a Revolving Loan made
  pursuant to Section 2.1(d).

  SECTION 1.2.__      Classification of Loans and
  Borrowings.  For purposes of this Agreement, Loans
  may be classified and referred to by Class (e.g., a
  "Dollar Revolving Loan") or by Type (e.g., a
  "Eurocurrency Loan") or by Class and6 Type (e.g., a
  "Dollar Eurocurrency Revolving Loan").  Borrowings
  also may be classified and referred to by Class
  (e.g., a "Dollar Revolving Borrowing") or by Type
  (e.g., a "Eurocurrency Borrowing") or by Class and
  Type (e.g., a "Dollar Eurocurrency Revolving
  Borrowing ").

  SECTION 1.3.__      Terms Generally.  The
  definitions of terms herein shall apply equally to
  the singular and plural forms of the terms defined.
   Whenever the context may require, any pronoun
  shall include the corresponding masculine, feminine
  and neuter forms.  The words "include", "includes"
  and "including" shall be deemed to be followed by
  the phrase "without limitation".  The word "will"
  shall be construed to have the same meaning and
  effect as the word "shall".  Unless the context
  requires otherwise (a) any definition of or
  reference to any agreement, instrument or other
  document herein shall be construed as referring to
  such agreement, instrument or other document as
  from time to time amended, supplemented or
  otherwise modified (subject to any restrictions on
  such amendments, supplements or modifications set
  forth herein), (b) any reference herein to any
  Person shall be construed to include such Person's
  successors and assigns, (c) the words "herein",
  "hereof" and "hereunder", and words of similar
  import, shall be construed to refer to this
  Agreement in its entirety and not to any particular
  provision hereof, (d) all references herein to
  Articles, Sections, Exhibits and Schedules shall be
  construed to refer to Articles and Sections of, and
  Exhibits and Schedules to, this Agreement and (e)
  the words "asset" and "property" shall be construed
  to have the same meaning and effect and to refer to
  any and all tangible and intangible assets and
  properties, including cash, securities, accounts
  and contract rights.

  SECTION 1.4.__      Accounting Terms; GAAP.  Except
  as otherwise expressly provided herein, all terms
  of an accounting or financial nature shall be
  construed in accordance with GAAP, as in effect
  from time to time; provided that, if the Borrower
  notifies the Administrative Agent that the Borrower
  requests an amendment to any provision hereof to
  eliminate the effect of any change occurring after
  the date hereof in GAAP or in the application
  thereof on the operation of such provision (or if
  the Administrative Agent notifies the Borrower that
  the Required Lenders request an amendment to any
  provision hereof for such purpose), regardless of
  whether any such notice is given before or after
  such change in GAAP or in the application thereof,
  then such provision shall be interpreted on the
  basis of GAAP as in effect and applied immediately
  before such change shall have become effective
  until such notice shall have been withdrawn or such
  provision amended in accordance herewith.

  SECTION 1.5.__      Change of Currency.  (a)  In
  the event that the United Kingdom adopts the Euro
  as its lawful currency after the date hereof,
  immediately prior to the effective time of such
  adoption the Sterling Commitments shall terminate
  and all Sterling Revolving Loans and accrued
  interest thereon shall be paid in full.

            (b)       Each provision of this
  Agreement also shall be subject to such reasonable
  changes of construction as the Administrative Agent
  may from time to time specify after consultation
  with the Borrower to be appropriate to reflect a
  change in currency of any other country and any
  relevant market conventions or practices relating
  to such change in currency.

  ARTICLE II

  The Credits
  SECTION 2.1._Commitments (a)      Subject to the
  terms and conditions set forth herein, each Dollar
  Lender agrees to make Revolving Loans to the
  Borrower denominated in Dollars (each such Loan, a
  "Dollar Revolving Loan") from time to time during
  the Availability Period in an aggregate principal
  amount that will not result in (i) such Lender's
  Revolving Credit Exposure under the Dollar
  Commitments exceeding such Lender's Dollar
  Commitment or (ii) the sum of the total Revolving
  Credit Exposures plus the aggregate principal
  amount of outstanding Competitive Loans exceeding
  the total Commitments.  Within the foregoing limits
  and subject to the terms and conditions set forth
  herein, the Borrower may borrow, prepay and
  reborrow Dollar Revolving Loans.

  (b)   Subject to the terms and conditions set forth
  herein, each Euro Lender agrees to make Revolving
  Loans to the Borrower denominated in Euros (each
  such Loan, a "Euro Revolving Loan") from time to
  time during the Availability Period in an aggregate
  principal amount that will not result in (i) the
  Dollar Amount of such Lender's Euro Revolving Loans
  exceeding such Lender's Euro Commitment, (ii) the
  sum of the total Revolving Credit Exposures plus
  the aggregate principal amount of outstanding
  Competitive Loans exceeding the total Dollar
  Commitments or (iii) the Dollar Amount of Euro
  Revolving Loans exceeding the applicable
  Alternative Currency Sublimit.  Within the
  foregoing limits and subject to the terms and
  conditions set forth herein, the Borrower may
  borrow, prepay and reborrow Euro Revolving Loans.

  (c)   Subject to the terms and conditions set forth
  herein, each Sterling Lender agrees to make
  Revolving Loans to the Borrower denominated in
  Sterling (each such Loan, a "Sterling Revolving
  Loan") from time to time during the Availability
  Period in an aggregate principal amount that will
  not result in (i) the Dollar Amount of such
  Lender's Sterling Revolving Loans exceeding such
  Lender's Sterling Commitment, (ii) the sum of the
  total Revolving Credit Exposures plus the aggregate
  principal amount of outstanding Competitive Loans
  exceeding the total Dollar Commitments or (iii) the
  Dollar Amount of Sterling Revolving Loans exceeding
  the applicable Alternative Currency Sublimit.
  Within the foregoing limits and subject to the
  terms and conditions set forth herein, the Borrower
  may borrow, prepay and reborrow Sterling Revolving
  Loans.

  (d)   Subject to the terms and conditions set forth
  herein, each Yen Lender agrees to make Revolving
  Loans to the Borrower denominated in Yen (each such
  loan, a "Yen Revolving Loan") from time to time
  during the Availability Period in an aggregate
  principal amount that will not result in (i) the
  Dollar Amount of such Lender's Yen Revolving Loans
  exceeding such Lender's Yen Commitment, (ii) the
  sum of the total Revolving Credit Exposures plus
  the aggregate principal amount of outstanding
  Competitive Loans exceeding the total Dollar
  Commitments or (iii) the Dollar Amount of Yen
  Revolving Loans exceeding the applicable
  Alternative Currency Sublimit.  Within the
  foregoing limits and subject to the terms and
  conditions set forth herein, the Borrower may
  borrow, prepay and reborrow Yen Revolving Loans.

  (e)   The Borrower may, from time to time, elect to
  increase the Dollar Commitments hereunder on a
  non-pro rata basis in an aggregate amount up to
  $200,000,000; provided that (i) no Default or Event
  of Default has occurred and is continuing, (ii)
  each Lender which provides any portion of such
  increase (an "Increasing Lender") must be
  reasonably satisfactory to the Administrative
  Agent, (iii) no Lender shall have Commitments in
  excess of 20% of the total Commitments, unless
  approved by the Borrower and the Administrative
  Agent, and (iv) no Lender shall be obligated to
  increase its Commitment pursuant to such election.
  Each Increasing Lender may specify that its
  increase in Commitments pursuant to this paragraph
  shall also apply to the Euro Facility, the Sterling
  Facility and/or the Yen Facility, and such
  respective Facilities shall be increased by the
  amount(s) so specified.

   (f)   Notwithstanding any other provision of this
  Agreement to the contrary:

   (i)   The Lenders shall not be required to make
  any Revolving Loans or Swingline Loans hereunder or
  issue any Letter of Credit if, after giving effect
  thereto, the Revolving Credit Exposure of any
  Dollar Lender would exceed such Dollar Lender's
  Dollar Commitment (unless such Dollar Lender
  consents thereto); and

       (ii)    At the election of the Borrower and
  the Administrative Agent, Dollar Revolving Loans
  shall be made on the ratable basis of Available
  Dollar Commitments (rather than on the basis of
  Dollar Commitments) of the Dollar Lenders in the
  event that the Dollar Lenders have disproportionate
  commitments to the Euro Facility, the Sterling
  Facility or the Yen Facility.

  SECTION 2.2.__      Loans and Borrowings.  (a)
    Each Revolving Loan under a Facility shall be
  made as part of a Borrowing consisting of Revolving
  Loans made by the Lenders ratably in accordance
  with their respective Commitments under such
  Facility, subject to Section 2.1(f).  Each
  Competitive Loan shall be made in accordance with
  the procedures set forth in Section 2.4.  The
  failure of any Lender to make any Loan required to
  be made by it shall not relieve any other Lender of
  its obligations hereunder; provided that the
  Commitments and Competitive Bids of the Lenders are
  several and no Lender shall be responsible for any
  other Lender's failure to make Loans as required.

   (b)  Subject to Section 2.15, (i) each Revolving
  Borrowing shall be comprised entirely of ABR Loans
  or Eurocurrency Loans as the Borrower may request
  in accordance herewith, (ii) each Competitive Loan
  shall be comprised entirely of Eurocurrency Loans
  or Fixed Rate Loans as the Borrower may request in
  accordance herewith and (iii) each Swingline Loan
  shall be an ABR Loan or a Swingline Rate Loan.
  Each Lender at its option may make any Eurocurrency
  Loan by causing any domestic or foreign branch or
  Affiliate of such Lender to make such Loan;
  provided that any exercise of such option shall not
  affect the obligation of the Borrower to repay such
  Loan in accordance with the terms of this Agreement.

   (c)   At the commencement of each Interest Period
  for any Eurocurrency Revolving Borrowing, such
  Borrowing shall be in an aggregate amount that is
  an integral multiple of $1,000,000 and not less
  than $5,000,000 (or comparable amounts determined
  by the Administrative Agent in the case of
  Alternative Currency).  At the time that each ABR
  Revolving Borrowing is made, such Borrowing shall
  be in an aggregate amount that is an integral
  multiple of $1,000,000 and not less than
  $5,000,000; provided that an ABR Revolving Dollar
  Borrowing may be in an aggregate amount that is
  equal to the entire unused balance of the total
  Dollar Commitments or that is required to finance
  the reimbursement of an LC Disbursement as
  contemplated by Section 2.6(e).  Each Competitive
  Borrowing shall be in an aggregate amount that is
  an integral multiple of $1,000,000 and not less
  than $5,000,000.  Each Swingline Loan shall be in
  an amount that is an integral multiple of $100,000
  and not less than $500,000.  Notwithstanding
  anything herein to the contrary, any borrowing of
  Revolving Loans to be used solely to pay the
  aggregate amount of Swingline Loans then
  outstanding may be in the aggregate principal
  amount of such Swingline Loans.  Borrowings of more
  than one Type and Class may be outstanding at the
  same time; provided that there shall not at any
  time be more than a total of 15 Eurocurrency
  Revolving Borrowings outstanding.

  (d)  Notwithstanding any other provision of this
  Agreement, the Borrower shall not be entitled to
  request, or to elect to convert or continue, any
  Borrowing if the Interest Period requested with
  respect thereto would end after the Maturity Date.

  SECTION 2.3.__      Requests for Revolving
  Borrowings.  To request a Revolving Borrowing, the
  Borrower shall notify the Administrative Agent of
  such request by telephone (a) in the case of a
  Eurocurrency Borrowing, not later than 12:00 noon
  New York City time (or 3:00 p.m. London, England
  time in the case of any Borrowing denominated in an
  Alternative Currency), three Business Days before
  the date of the proposed Borrowing, and (b) in the
  case of an ABR Borrowing, not later than 12:00
  noon, New York City time, on the date of the
  proposed Borrowing; provided that any such notice
  of an ABR Revolving Borrowing to finance the
  reimbursement of an LC Disbursement as contemplated
  by Section 2.6(e) may be given not later than 1:00
  p.m., New York City time, on the date of the
  proposed Borrowing.  Each such telephonic Borrowing
  Request shall be irrevocable and shall be confirmed
  promptly by hand delivery or telecopy (or
  transmitted by electronic communication, if
  arrangements for doing so have been approved by the
  Administrative Agent) to the Administrative Agent
  of a written Borrowing Request in a form approved
  by the Administrative Agent and signed by the
  Borrower.  Each such telephonic and written
  Borrowing Request shall specify the following
  information in compliance with Section 2.2:

   (i)  the aggregate amount of the requested Borrowing;

   (ii) the date of such Borrowing, which shall be a
  Business Day;

   (iii) whether such Borrowing is to be an ABR
  Borrowing or a Eurocurrency Borrowing;

   (iv) the currency in which such Borrowing is to be
  denominated and the Facility under which such
  Borrowing is to be made;

   (v)  in the case of a Eurocurrency Borrowing, the
  initial Interest Period to be applicable thereto,
  which shall be a period contemplated by the
  definition of the term "Interest Period"; and

   (vi) the location and number of the Borrower's
  account to which funds are to be disbursed, which
  shall comply with the requirements of Section 2.8.

  If no election as to the Type of Revolving
  Borrowing is specified, then the requested
  Revolving Borrowing shall be an ABR Borrowing.  If
  no Interest Period is specified with respect to any
  requested Eurocurrency Revolving Borrowing, then
  the Borrower shall be deemed to have selected an
  Interest Period of one month's duration.  If no
  currency or Facility is specified, the requested
  Borrowing shall be in Dollars under the Dollar
  Facility.  Promptly following receipt of a
  Borrowing Request in accordance with this Section,
  the Administrative Agent shall advise each Lender
  of the details thereof and of the amount of such
  Lender's Loan to be made as part of the requested
  Borrowing.  In making any determination of the
  Dollar Amount for purposes of calculating the
  amount of Loans to be borrowed from the respective
  Lenders on any date, the Administrative Agent shall
  use the relevant Exchange Rate in effect on the
  date on which the Borrower delivers a borrowing
  notice for such Loans pursuant to the provisions of
  this Agreement.

  SECTION 2.4.__      Competitive Bid Procedure.  (a)
     Subject to the terms and conditions set forth
  herein, from time to time during the Availability
  Period the Borrower may request Competitive Bids
  (with specified maturities of not less than 15 or
  more than 180 days) and may (but shall not have any
  obligation to) accept Competitive Bids and borrow
  Competitive Loans; provided that the sum of the
  total Revolving Credit Exposures plus the aggregate
  principal amount of outstanding Competitive Loans
  at any time shall not exceed the total Dollar
  Commitments.  To request Competitive Bids, the
  Borrower shall notify the Administrative Agent of
  such request by telephone, in the case of a
  Eurocurrency Borrowing, not later than 12:00 noon,
  New York City time, four Business Days before the
  date of the proposed Borrowing, and in the case of
  a Fixed Rate Borrowing, not later than 12:00 noon,
  New York City time, one Business Day before the
  date of the proposed Borrowing; provided that the
  Borrower may submit up to (but not more than) three
  Competitive Bid Requests on the same day, but a
  Competitive Bid Request shall not be made within
  five Business Days after the date of any previous
  Competitive Bid Request, unless any and all such
  previous Competitive Bid Requests shall have been
  withdrawn or all Competitive Bids received in
  response thereto rejected.  Each such telephonic
  Competitive Bid Request shall be confirmed promptly
  by hand delivery or telecopy (or transmitted by
  electronic communication, if arrangements for doing
  so have been approved by the Administrative Agent)
  to the Administrative Agent of a written
  Competitive Bid Request in a form approved by the
  Administrative Agent and signed by the Borrower.
  Competitive Loans shall be denominated in Dollars.
  Each such telephonic and written Competitive Bid
  Request shall specify the following information in
  compliance with Section 2.2:

    (i) the aggregate amount of the requested Borrowing;

   (ii) the date of such Borrowing, which shall be a
  Business Day;

   (iii) whether such Borrowing is to be a
  Eurocurrency Borrowing or a Fixed Rate Borrowing;

   (iv) the Interest Period to be applicable to such
  Borrowing, which shall be a period contemplated by
  the definition of the term Interest Period; and

   (v)  the location and number of the Borrower's
  account to which funds are to be disbursed, which
  shall comply with the requirements of Section 2.8.

  Promptly following receipt of a Competitive Bid
  Request in accordance with this Section, the
  Administrative Agent shall notify the Lenders of
  the details thereof by telecopy, inviting the
  Lenders to submit Competitive Bids.

  (b)   Each Lender may (but shall not have any
  obligation to) make one or more Competitive Bids to
  the Borrower in response to a Competitive Bid
  Request.  Each Competitive Bid by a Lender must be
  in a form approved by the Administrative Agent and
  must be received by the Administrative Agent by
  telecopy, in the case of a Eurocurrency Competitive
  Borrowing, not later than 9:30 a.m., New York City
  time, three Business Days before the proposed date
  of such Competitive Borrowing, and in the case of a
  Fixed Rate Borrowing, not later than 9:30 a.m., New
  York City time, on the proposed date of such
  Competitive Borrowing.  Competitive Bids that do
  not conform substantially to the form approved by
  the Administrative Agent may be rejected by the
  Administrative Agent, and the Administrative Agent
  shall notify the applicable Lender as promptly as
  practicable.  Each Competitive Bid shall specify
  (i) the principal amount (which shall be a minimum
  of $5,000,000 and an integral multiple of
  $1,000,000, and which may equal the entire
  principal amount of the Competitive Borrowing
  requested by the Borrower) of the Competitive Loan
  or Loans that the Lender is willing to make, (ii)
  the Competitive Bid Rate or Rates at which the
  Lender is prepared to make such Loan or Loans
  (expressed as a percentage rate per annum in the
  form of a decimal to no more than four decimal
  places) and (iii) the Interest Period applicable to
  each such Loan and the last day thereof.

            (c)       The Administrative Agent shall
  promptly notify the Borrower by telecopy of the
  Competitive Bid Rate and the principal amount
  specified in each Competitive Bid and the identity
  of the Lender that shall have made such Competitive
  Bid.

            (d)       Subject only to the provisions
  of this paragraph, the Borrower may accept or
  reject any Competitive Bid.  The Borrower shall
  notify the Administrative Agent by telephone,
  confirmed by telecopy in a form approved by the
  Administrative Agent, whether and to what extent it
  has decided to accept or reject each Competitive
  Bid, in the case of a Eurocurrency Competitive
  Borrowing, not later than 10:30 a.m., New York City
  time, three Business Days before the date of the
  proposed Competitive Borrowing, and in the case of
  a Fixed Rate Borrowing, not later than 10:30 a.m.,
  New York City time, on the proposed date of the
  Competitive Borrowing; provided that (i) the
  failure of the Borrower to give such notice shall
  be deemed to be a rejection of each Competitive
  Bid, (ii) the Borrower shall not accept a
  Competitive Bid made at a particular Competitive
  Bid Rate if the Borrower rejects a Competitive Bid
  made at a lower Competitive Bid Rate, (iii) the
  aggregate amount of the Competitive Bids accepted
  by the Borrower shall not exceed the aggregate
  amount of the requested Competitive Borrowing
  specified in the related Competitive Bid Request,
  (iv) to the extent necessary to comply with clause
  (iii) above, the Borrower may accept Competitive
  Bids at the same Competitive Bid Rate in part,
  which acceptance, in the case of multiple
  Competitive Bids at such Competitive Bid Rate,
  shall be made pro rata in accordance with the
  amount of each such Competitive Bid, and (v) except
  pursuant to clause (iv) above, no Competitive Bid
  shall be accepted for a Competitive Loan unless
  such Competitive Loan is in a minimum principal
  amount of $5,000,000 and an integral multiple of
  $1,000,000; provided further that if a Competitive
  Loan must be in an amount less than $5,000,000
  because of the provisions of clause (iv) above,
  such Competitive Loan may be for a minimum of
  $1,000,000 or any integral multiple thereof, and in
  calculating the pro rata allocation of acceptances
  of portions of multiple Competitive Bids at a
  particular Competitive Bid Rate pursuant to clause
  (iv) the amounts shall be rounded to integral
  multiples of $1,000,000 in a manner determined by
  the Borrower.  A notice given by the Borrower
  pursuant to this paragraph shall be irrevocable.

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

            (f)       If the Administrative Agent
  shall elect to submit a Competitive Bid in its
  capacity as a Lender, it shall submit such
  Competitive Bid directly to the Borrower at least
  one quarter of an hour earlier than the time by
  which the other Lenders are required to submit
  their Competitive Bids to the Administrative Agent
  pursuant to paragraph (b) of this Section.

  SECTION 2.5.__Swingline Loans.  (a)    Subject to
  the terms and conditions set forth herein, the
  Swingline Lender agrees to make Swingline Loans to
  the Borrower from time to time during the
  Availability Period, in an aggregate principal
  amount at any time outstanding that will not result
  in (i) the aggregate principal amount of
  outstanding Swingline Loans exceeding $50,000,000
  or (ii) the sum of the total Revolving Credit
  Exposures plus the aggregate principal amount of
  outstanding Competitive Loans exceeding the total
  Dollar Commitments.  Within the foregoing limits
  and subject to the terms and conditions set forth
  herein, the Borrower may borrow, prepay and
  reborrow Swingline Loans.

   (b)   All Swingline Loans shall be made and
  maintained as (i) ABR Loans or (ii) Swingline Rate
  Loans and shall not be entitled to be converted
  into Eurocurrency Loans.  The Borrower may, on any
  date of borrowing for Swingline Loans and prior to
  the time that an irrevocable notice requesting such
  Swingline Loans must be made pursuant to this
  Section 2.5(b), request from the Swingline Lender a
  quote of the Swingline Rate which would be
  applicable for such Swingline Loans, specifying the
  amount of the proposed Swingline Rate Loans and the
  maturity date thereof (which shall be no less than
  one and no more than five Business Days following
  such date of borrowing).  Upon receipt of such
  quote, the Borrower shall promptly (but not later
  than the time that an irrevocable notice requesting
  such Swingline Loans must be made pursuant to this
  Section 2.5(b)) notify the Swingline Lender and the
  Administrative Agent whether it requests the
  Swingline Lender to make Swingline Rate Loans at
  such Swingline Rate.  To request a Swingline Loan,
  the Borrower shall notify the Administrative Agent
  of such request by telephone (confirmed by telecopy
  or by electronic communication (if arrangements for
  doing so have been approved by the Administrative
  Agent)), not later than 12:00 noon, New York, New
  York time, on the day of a proposed Swingline Loan.
   Each such notice shall be irrevocable and shall
  specify the requested date (which shall be a
  Business Day), the amount of the requested
  Swingline Loan and whether such Swingline Loan
  shall be an ABR Loan or a Swingline Rate Loan.  The
  Administrative Agent will promptly advise the
  Swingline Lender of any such notice received from
  the Borrower.  The Swingline Lender shall make each
  Swingline Loan available to the Borrower by means
  of a credit to the general deposit account of the
  Borrower designated by the Borrower (or, in the
  case of a Swingline Loan made to finance the
  reimbursement of an LC Disbursement as provided in
  Section 2.6(e), by remittance to the Issuing Bank)
  by 3:00 p.m., New York City time, on the requested
  date of such Swingline Loan.

  (c)   The Swingline Lender may by written notice
  given to the Administrative Agent not later than
  10:00 a.m., New York City time, on any Business Day
  require the Lenders to acquire irrevocable and
  unconditional pro rata participations on such
  Business Day in all or a portion of the Swingline
  Loans outstanding.  Such notice shall specify the
  aggregate amount of Swingline Loans in which
  Lenders will participate.  In addition, upon the
  occurrence of any of the events described in
  paragraph (h), (i) or (j) of Article VII, each
  Lender shall automatically acquire a participation
  in all of the Swingline Loans then outstanding.
  Promptly upon receipt of such notice or the
  occurrence of any event described in paragraph (h),
  (i) or (j) of Article VII, the Administrative Agent
  will give notice thereof to each Lender, specifying
  in such notice such Lender's Applicable Percentage
  of such Swingline Loan or Loans.  Each Lender
  hereby absolutely and unconditionally agrees, upon
  receipt of notice as provided above, to pay to the
  Administrative Agent for the account of the
  Swingline Lender, such Lender's Applicable
  Percentage of such Swingline Loan or Loans.  Each
  Lender acknowledges and agrees that its obligation
  to acquire participations in Swingline Loans
  pursuant to this paragraph is absolute and
  unconditional and shall not be affected by any
  circumstance whatsoever, including the occurrence
  and continuance of a Default or reduction or
  termination of the Commitments, and that each such
  payment shall be made without any offset,
  abatement, withholding or reduction whatsoever.
  Each Lender shall comply with its obligation under
  this paragraph by wire transfer of immediately
  available funds, in the same manner as provided in
  Section 2.8 with respect to Loans made by such
  Lender (and Section 2.8 shall apply, mutatis
  mutandis, to the payment obligations of the
  Lenders), and the Administrative Agent shall
  promptly pay to the Swingline Lender the amounts so
  received by it from the Lenders.  The
  Administrative Agent shall notify the Borrower of
  any participations in any Swingline Loan acquired
  pursuant to this paragraph, and thereafter payments
  in respect of such Swingline Loan shall be made to
  the Administrative Agent and not to the Swingline
  Lender.  Any amounts received by the Swingline
  Lender from the Borrower (or other party on behalf
  of the Borrower) in respect of a Swingline Loan
  after receipt by the Swingline Lender of the
  proceeds of a sale of participations therein shall
  be promptly remitted to the Administrative Agent;
  any such amounts received by the Administrative
  Agent shall be promptly remitted by the
  Administrative Agent to the Lenders that shall have
  made their payments pursuant to this paragraph and
  to the Swingline Lender, as their interests may
  appear.  The purchase of participations in a
  Swingline Loan pursuant to this paragraph shall not
  relieve the Borrower of any default in the payment
  thereof.

  SECTION 2.6.__      Letters of Credit          (a)
  .  (a) General.  Subject to the terms and
  conditions set forth herein, the Borrower may
  request the issuance of Letters of Credit for its
  own account, in a form reasonably acceptable to the
  Administrative Agent and the Issuing Bank, at any
  time and from time to time during the Availability
  Period.  Letters of Credit shall be denominated in
  Dollars.  In the event of any inconsistency between
  the terms and conditions of this Agreement and the
  terms and conditions of any form of letter of
  credit application or other agreement submitted by
  the Borrower to, or entered into by the Borrower
  with, the Issuing Bank relating to any Letter of
  Credit, the terms and conditions of this Agreement
  shall control.

    (b)  Notice of Issuance, Amendment, Renewal,
  Extension; Certain Conditions.  To request the
  issuance of a Letter of Credit (or the amendment,
  renewal or extension of an outstanding Letter of
  Credit), the Borrower shall hand deliver or
  telecopy (or transmit by electronic communication,
  if arrangements for doing so have been approved by
  the Issuing Bank) to the Issuing Bank and the
  Administrative Agent (reasonably in advance of the
  requested date of issuance, amendment, renewal or
  extension) a notice requesting the issuance of a
  Letter of Credit, or identifying the Letter of
  Credit to be amended, renewed or extended, the date
  of issuance, amendment, renewal or extension, the
  date on which such Letter of Credit is to expire
  (which shall comply with paragraph (c) of this
  Section), the amount of such Letter of Credit, the
  name and address of the beneficiary thereof and
  such other information as shall be necessary to
  prepare, amend, renew or extend such Letter of
  Credit.  If requested by the Issuing Bank, the
  Borrower also shall submit a letter of credit
  application reasonably acceptable to the Issuing
  Bank in connection with any request for a Letter of
  Credit.  A Letter of Credit shall be issued,
  amended, renewed or extended only if (and upon
  issuance, amendment, renewal or extension of each
  Letter of Credit the Borrower shall be deemed to
  represent and warrant that), after giving effect to
  such issuance, amendment, renewal or extension (i)
  the LC Exposure shall not exceed $50,000,000 and
  (ii) the sum of the total Revolving Credit
  Exposures plus the aggregate principal amount of
  outstanding Competitive Loans shall not exceed the
  total Dollar Commitments.  Notwithstanding the
  foregoing, the Issuing Bank will not issue any
  Letter of Credit after it has received a written
  notice from the Administrative Agent stating that
  the conditions precedent set forth in Section
  4.2(b) for the issuance of Letters of Credit will
  not be satisfied.  The Administrative Agent agrees
  to withdraw any such notice promptly following its
  determination that such conditions precedent will
  be satisfied.

  (c)   Expiration Date.  Each Letter of Credit shall
  expire at or prior to the close of business on the
  earlier of (i) the date one year after the date of
  the issuance of such Letter of Credit (or, in the
  case of any renewal or extension thereof, one year
  after such renewal or extension) and (ii) the date
  that is five Business Days prior to the Maturity Date.

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

  (e)  Reimbursement.  If the Issuing Bank shall make
  any LC Disbursement in respect of a Letter of
  Credit, the Borrower shall reimburse such LC
  Disbursement by paying to the Administrative Agent
  an amount equal to such LC Disbursement not later
  than 12:00 noon, New York City time, on the date
  that such LC Disbursement is made, if the Borrower
  shall have received notice of such LC Disbursement
  prior to 10:00 a.m., New York City time, on such
  date, or, if such notice has not been received by
  the Borrower prior to such time on such date, then
  not later than 12:00 noon, New York City time, on
  (i) the Business Day that the Borrower receives
  such notice, if such notice is received prior to
  10:00 a.m., New York City time, on the day of
  receipt, or (ii) the Business Day immediately
  following the day that the Borrower receives such
  notice, if such notice is not received prior to
  such time on the day of receipt; provided that the
  Borrower may, subject to the conditions to
  borrowing set forth herein, request in accordance
  with Section 2.3 or 2.5 that such payment be
  financed with an ABR Revolving Borrowing or
  Swingline Loan in an equivalent amount and, to the
  extent so financed, the Borrower's obligation to
  make such payment shall be discharged and replaced
  by the resulting ABR Revolving Borrowing or
  Swingline Loan.  If the Borrower fails to make such
  payment when due, the Administrative Agent shall
  notify each Lender of the applicable LC
  Disbursement, the payment then due from the
  Borrower in respect thereof and such Lender's
  Applicable Percentage thereof.  Promptly following
  receipt of such notice, each Lender shall pay to
  the Administrative Agent its Applicable Percentage
  of the payment then due from the Borrower, in the
  same manner as provided in Section 2.8 with respect
  to Loans made by such Lender (and Section 2.8 shall
  apply, mutatis mutandis, to the payment obligations
  of the Lenders), and the Administrative Agent shall
  promptly pay to the Issuing Bank the amounts so
  received by it from the Lenders.  Promptly
  following receipt by the Administrative Agent of
  any payment from the Borrower pursuant to this
  paragraph, the Administrative Agent shall
  distribute such payment to the Issuing Bank or, to
  the extent that Lenders have made payments pursuant
  to this paragraph to reimburse the Issuing Bank,
  then to such Lenders and the Issuing Bank as their
  interests may appear.  Any payment made by a Lender
  pursuant to this paragraph to reimburse the Issuing
  Bank for any LC Disbursement (other than the
  funding of ABR Revolving Loans or a Swingline Loan
  as contemplated above) shall not constitute a Loan
  and shall not relieve the Borrower of its
  obligation to reimburse such LC Disbursement.

   (f)  Obligations Absolute.  The Borrower's
  obligation to reimburse LC Disbursements as
  provided in paragraph (e) of this Section shall be
  absolute, unconditional and irrevocable, and shall
  be performed strictly in accordance with the terms
  of this Agreement under any and all circumstances
  whatsoever and irrespective of:

  (i)   any lack of validity or enforceability of any
  Letter of Credit or this Agreement, or any term or
  provision therein;

  (ii)  any amendment or waiver of or any consent to
  departure from all or any of the provisions of any
  Letter of Credit or this Agreement;

   (iii) the existence of any claim, setoff, defense
  or other right that the Borrower, any other party
  guaranteeing, or otherwise obligated with, the
  Borrower, any Subsidiary or other Affiliate thereof
  or any other Person may at any time have against
  the beneficiary under any Letter of Credit, the
  Issuing Bank, the Administrative Agent or any
  Lender or any other Person, whether in connection
  with this Agreement or any other related or
  unrelated agreement or transaction;

   (iv) any draft or other document presented under a
  Letter of Credit proving to be forged, fraudulent
  or invalid in any respect or any statement therein
  being untrue or inaccurate in any respect;
  (v)   payment by the Issuing Bank under a Letter of
  Credit against presentation of a draft or other
  document that does not comply with the terms of
  such Letter of Credit; and

  (vi)  any other act or omission to act or delay of
  any kind of the Issuing Bank, the Lenders, the
  Administrative Agent or any other Person or any
  other event or circumstance whatsoever, whether or
  not similar to any of the foregoing, that might,
  but for the provisions of this Section, constitute
  a legal or equitable discharge of the Borrower's
  obligations hereunder.

  Neither the Administrative Agent, the Lenders nor
  the Issuing Bank, nor any of their Related Parties,
  shall have any liability or responsibility by
  reason of or in connection with the issuance or
  transfer of any Letter of Credit or any payment or
  failure to make any payment thereunder, including
  any of the circumstances specified in clauses (i)
  through (vi) above, as well as any error, omission,
  interruption, loss or delay in transmission or
  delivery of any draft, notice or other
  communication under or relating to any Letter of
  Credit (including any document required to make a
  drawing thereunder), any error in interpretation of
  technical terms or any consequence arising from
  causes beyond the control of the Issuing Bank;
  provided that the foregoing shall not be construed
  to excuse the Issuing Bank from liability to the
  Borrower to the extent of any damages suffered by
  the Borrower that are caused by the Issuing Bank's
  failure to exercise the agreed standard of care (as
  set forth below) in determining whether drafts and
  other documents presented under a Letter of Credit
  comply with the terms thereof.  The parties hereto
  expressly agree that the Issuing Bank shall have
  exercised the agreed standard of care in the
  absence of gross negligence or willful misconduct
  on the part of the Issuing Bank.  Without limiting
  the generality of the foregoing, it is understood
  that the Issuing Bank may accept documents that
  appear on their face to be in compliance with the
  terms of a Letter of Credit, without responsibility
  for further investigation, regardless of any notice
  or information to the contrary, and may make
  payment upon presentation of documents that appear
  on their face to be in compliance with the terms of
  such Letter of Credit; provided that the Issuing
  Bank shall have the right, in its sole discretion,
  to decline to accept such documents and to make
  such payment if such documents are not in strict
  compliance with the terms of such Letter of Credit.


  (g)  Disbursement Procedures.  The Issuing Bank
  shall, promptly following its receipt thereof,
  examine all documents purporting to represent a
  demand for payment under a Letter of Credit.  The
  Issuing Bank shall promptly notify the
  Administrative Agent and the Borrower by telephone
  (confirmed by telecopy or by electronic
  communication (if arrangements for doing so have
  been approved by the Administrative Agent and the
  Borrower)) of such demand for payment and whether
  the Issuing Bank has made or will make an LC
  Disbursement thereunder; provided that any failure
  to give or delay in giving such notice shall not
  relieve the Borrower of its obligation to reimburse
  the Issuing Bank and the Lenders with respect to
  any such LC Disbursement.

   (h)   Interim Interest.  If the Issuing Bank shall
  make any LC Disbursement, then, unless the Borrower
  shall reimburse such LC Disbursement in full on the
  date such LC Disbursement is made, the unpaid
  amount thereof shall bear interest, for each day
  from and including the date such LC Disbursement is
  made to but excluding the date that the Borrower
  reimburses such LC Disbursement, at the rate per
  annum then applicable to ABR Revolving Loans;
  provided that, if the Borrower fails to reimburse
  such LC Disbursement when due pursuant to paragraph
  (e) of this Section, then Section 2.14(e) shall
  apply.  Interest accrued pursuant to this paragraph
  shall be for the account of the Issuing Bank,
  except that interest accrued on and after the date
  of payment by any Lender pursuant to paragraph (e)
  of this Section to reimburse the Issuing Bank shall
  be for the account of such Lender to the extent of
  such payment.

   (i)   Replacement of the Issuing Bank.  The
  Issuing Bank may be replaced at any time by written
  agreement among the Borrower, the Administrative
  Agent, the replaced Issuing Bank and the successor
  Issuing Bank.  The Administrative Agent shall
  notify the Lenders of any such replacement of the
  Issuing Bank.  At the time any such replacement
  shall become effective, the Borrower shall pay all
  unpaid fees accrued for the account of the replaced
  Issuing Bank pursuant to Section 2.13(b).  From and
  after the effective date of any such replacement,
  (i) the successor Issuing Bank shall have all the
  rights and obligations of the Issuing Bank under
  this Agreement with respect to Letters of Credit to
  be issued thereafter and (ii) references herein to
  the term "Issuing Bank" shall be deemed to refer to
  such successor or to any previous Issuing Bank, or
  to such successor and all previous Issuing Banks,
  as the context shall require.  After the
  replacement of an Issuing Bank hereunder, the
  replaced Issuing Bank shall remain a party hereto
  and shall continue to have all the rights and
  obligations of an Issuing Bank under this Agreement
  with respect to Letters of Credit issued by it
  prior to such replacement, but shall not be
  required to issue additional Letters of Credit.

  (j)   Cash Collateralization.  If any Event of
  Default shall occur and be continuing, on the
  Business Day that the Borrower receives notice from
  the Administrative Agent or the Required Lenders
  (or, if the maturity of the Loans has been
  accelerated, Lenders with LC Exposure representing
  greater than 50% of the total LC Exposure)
  demanding the deposit of cash collateral pursuant
  to this paragraph, the Borrower shall deposit in an
  account with the Administrative Agent, in the name
  of the Administrative Agent and for the benefit of
  the Lenders, an amount in cash equal to the LC
  Exposure as of such date plus any accrued and
  unpaid interest thereon; provided that the
  obligation to deposit such cash collateral shall
  become effective immediately, and such deposit
  shall become immediately due and payable, without
  demand or other notice of any kind, upon the
  occurrence of any Event of Default with respect to
  the Borrower described in clause (h), (i) or (j) of
  Article VII.  Such deposit shall be held by the
  Administrative Agent as collateral for the payment
  and performance of the obligations of the Borrower
  under this Agreement.  The Administrative Agent
  shall have exclusive dominion and control,
  including the exclusive right of withdrawal, over
  such account.  Other than any interest earned on
  the investment of such deposits, which investments
  shall be made at the option and sole discretion of
  the Administrative Agent and at the Borrower's risk
  and expense, such deposits shall not bear interest.
   Interest or profits, if any, on such investments
  shall accumulate in such account.  Moneys in such
  account shall be applied by the Administrative
  Agent to the payment of drafts drawn under all
  Letters of Credit with respect to which presentment
  for honor shall not have occurred by the time the
  Borrower received such notice demanding the deposit
  of cash collateral, and the unused portion thereof
  after all such Letters of Credit shall have expired
  or been fully drawn upon, if any, shall be applied
  to repay principal of and interest on each Loan and
  all other fees payable hereunder.  If the Borrower
  is required to provide an amount of cash collateral
  hereunder as a result of the occurrence of an Event
  of Default, such amount (to the extent not applied
  as aforesaid) shall be returned to the Borrower (i)
  within three Business Days after all Events of
  Default have been cured or waived or (ii) after (A)
  the Commitments have expired or terminated, (B) the
  principal of and interest on each Loan and all fees
  payable hereunder have been paid in full, (C) all
  Letters of Credit have expired or terminated and
  (D) all LC Disbursements shall have been reimbursed.

  SECTION 2.7.__Extension of Maturity Date.  (a)
  The Borrower may, by written notice to the
  Administrative Agent (such notice being an
  "Extension Notice") given at any time, from time to
  time but in any event, no later than 45 days prior
  to the Maturity Date then in effect (the date of
  such notice, the "Notice Date"), request the
  Lenders to extend the then applicable Maturity Date
  to a date specified in the Extension Notice (the
  "Extended Maturity Date ").  The Administrative
  Agent shall promptly transmit any Extension Notice
  to each Lender.  Each Lender shall notify the
  Administrative Agent whether it wishes to extend
  the then applicable Maturity Date no later than
  twenty days after the Notice Date, and any such
  notice given by a Lender to the Administrative
  Agent, once given, shall be irrevocable as to such
  Lender.  The Administrative Agent shall promptly
  notify the Borrower of each Lender's notice that it
  wishes to extend (each, an "Extension Acceptance
  Notice").  Any Lender which does not expressly
  notify the Administrative Agent during such twenty
  day period that it wishes to so extend the then
  applicable Maturity Date shall be deemed to have
  rejected the Borrower's request for extension of
  such Maturity Date.  Lenders consenting to extend
  the then applicable Maturity Date are hereinafter
  referred to as "Continuing Lenders ", and Lenders
  declining to consent to extend such Maturity Date
  (or Lenders deemed to have so declined) are
  hereinafter referred to as "Non-Extending Lenders
  ".  If the Required Lenders have elected (in their
  sole and absolute discretion) to so extend the
  Maturity Date, the Administrative Agent shall
  notify the Borrower of such election by such
  Required Lenders no later than five days after the
  date when Extension Acceptance Notices are due, and
  effective on the date of such notice by the
  Administrative Agent to the Borrower (the
  "Extension Date"), the Maturity Date shall be
  automatically and immediately so extended to the
  Extended Maturity Date.  No extension will be
  permitted hereunder without the consent of the
  Required Lenders and in no event shall the period
  from the Extension Date to the Extended Maturity
  Date exceed five years.  Upon the delivery of an
  Extension Notice and upon the extension of the
  Maturity Date pursuant to this Section 2.7, the
  Borrower shall be deemed to have represented and
  warranted on and as of the Notice Date and the
  Extension Date, as the case may be, that no Default
  or Event of Default has occurred and is continuing.
   Notwithstanding anything contained in this
  Agreement to the contrary, no Lender shall have any
  obligation to extend the Maturity Date, and each
  Lender may at its option, unconditionally and
  without cause, decline to extend the Maturity Date.

   (b)   If the Maturity Date shall have been
  extended in accordance with Section 2.7(a), all
  references herein to the "Maturity Date" shall
  refer to the Extended Maturity Date.

   (c)   If any Lender shall determine not to extend
  the Maturity Date as requested by any Extension
  Notice given by the Borrower pursuant to Section
  2.7(a), the Commitments of such Lender and its
  participation obligations under Sections 2.5(c) and
  2.6(d) (except in respect of unreimbursed drawings
  under Letters of Credit having an expiry date prior
  to the Maturity Date) shall terminate on the
  Maturity Date without giving any effect to such
  proposed extension, and the Borrower shall on such
  date pay to the Administrative Agent, for the
  account of such Lender, the principal amount of,
  and accrued interest on, such Lender's Loans,
  together with any fees or other amounts owing to
  such Lender under this Agreement; provided that if
  the Borrower has replaced such Non-Extending Lender
  pursuant to Section 2.7(d) below, then the
  provisions of Section 2.7(d) shall apply.  The
  total Commitments under each Revolving Facility
  shall be reduced by the amount of the Commitment of
  such Non-Extending Lender under such Revolving
  Facility to the extent the Commitment of such
  Non-Extending Lender under such Revolving Facility
  has not been transferred to one or more Continuing
  Lenders pursuant to Section 2.7(d) below.

            (d)       A Non-Extending Lender shall be
  obligated, at the request of the Borrower and
  subject to payment by the Borrower to the
  Administrative Agent for the account of such
  Non-Extending Lender of the principal amount of,
  and accrued interest on, such Lender's Loans,
  together with any fees or other amounts owing to
  such Lender under this Agreement, to transfer
  without recourse, representation or warranty (other
  than good title to its Loans), at any time prior to
  the Maturity Date applicable to such Non-Extending
  Lender, all of its rights and obligations hereunder
  to another financial institution or group of
  financial institutions nominated by the Borrower
  and willing to participate in the Commitments in
  the place of such Non-Extending Lender; provided
  that, if such transferee is not a Lender, such
  transferee(s) satisfies all the requirements of
  this Agreement and the Administrative Agent shall
  have consented to such transfer, which consent
  shall not be unreasonably withheld.  Each such
  transferee shall become a Continuing Lender
  hereunder in replacement of the Non-Extending
  Lender, with the Maturity Date applicable to such
  Continuing Lender's Commitments being the Extended
  Maturity Date, and shall enjoy all rights and
  assume all obligations on the part of the Lenders
  set forth in this Agreement.  Simultaneously with
  such transfer, each such transferee shall execute
  and deliver to the Administrative Agent a written
  agreement assuming all obligations of the Lenders
  set forth in this Agreement, which agreement shall
  be reasonably satisfactory in form and substance to
  the Administrative Agent.

  (e)   If the Maturity Date shall have been extended
  in respect of the Continuing Lenders in accordance
  with Section 2.7(a) any notice of borrowing
  pursuant to Section 2.3, 2.4 or 2.5 specifying a
  borrowing date occurring after the Maturity Date
  applicable to a Non-Extending Lender or requesting
  an Interest Period extending beyond such date (a)
  shall have no effect in respect of such
  Non-Extending Lender and (b) shall not specify a
  requested aggregate principal amount exceeding the
  total applicable Commitments.

  SECTION 2.8.__      Funding of Borrowings.  (a)
  Each Lender shall make each Loan to be made by it
  hereunder on the proposed date thereof by wire
  transfer of Same Day Funds by 2:00 p.m., New York
  City time, in the case of any Loan denominated in
  Dollars, and by the Applicable Time specified by
  the Administrative Agent, in the case of any Loan
  denominated in an Alternative Currency, to the
  account of the Administrative Agent most recently
  designated by it for such purpose by notice to the
  Lenders; provided that Swingline Loans shall be
  made as provided in Section 2.5.  The
  Administrative Agent will make such Loans available
  to the Borrower by promptly crediting the amounts
  so received, in like funds, to an account of the
  Borrower designated by the Borrower in the
  applicable Borrowing Request or Competitive Bid
  Request; provided that ABR Revolving Loans made to
  finance the reimbursement of an LC Disbursement as
  provided in Section 2.6(e) shall be remitted by the
  Administrative Agent to the Issuing Bank.

            (b)       Unless the Administrative Agent
  shall have received notice from a Lender prior to
  the proposed date of any Borrowing that such Lender
  will not make available to the Administrative Agent
  such Lender's share of such Borrowing, the
  Administrative Agent may assume that such Lender
  has made such share available on such date in
  accordance with paragraph (a) of this Section and
  may, in reliance upon such assumption, make
  available to the Borrower a corresponding amount.
  In such event, if a Lender has not in fact made its
  share of the applicable Borrowing available to the
  Administrative Agent in Same Day Funds, then the
  applicable Lender and the Borrower severally agree
  to pay to the Administrative Agent forthwith on
  demand such corresponding amount with interest
  thereon, for each day from and including the date
  such amount is made available to the Borrower to
  but excluding the date of payment to the
  Administrative Agent, in Same Day Funds at (i) in
  the case of such Lender, the applicable Overnight
  Rate from time to time in effect and (ii) in the
  case of the Borrower, the interest rate on the
  applicable Borrowing.  If such Lender pays such
  amount to the Administrative Agent, then such
  amount shall constitute such Lender's Loan included
  in such Borrowing.

  SECTION 2.9.__      Interest Elections

   (a)    Each Revolving Borrowing denominated in
  Dollars initially shall be of the Type and under
  the Facility specified in the applicable Borrowing
  Request and, in the case of a Eurocurrency
  Revolving Borrowing, shall have an initial Interest
  Period as specified in such Borrowing Request.
  Thereafter, the Borrower may elect to convert such
  Borrowing to a different Type or to continue such
  Borrowing and, in the case of a Eurocurrency
  Revolving Borrowing, may elect Interest Periods
  therefor, all as provided in this Section.  The
  Borrower may elect different options with respect
  to different portions of the affected Borrowing, in
  which case each such portion shall be allocated
  ratably among the Lenders holding the Loans
  comprising such Borrowing, and the Loans comprising
  each such portion shall be considered a separate
  Borrowing.  This Section shall not apply to
  Competitive Borrowings or Swingline Borrowings,
  which may not be converted or continued.

   (b)   Each Revolving Borrowing denominated in an
  Alternative Currency shall have an initial Interest
  Period as specified in the applicable Borrowing
  Request.  Thereafter, the Borrower may elect to
  continue such Borrowing and may elect Interest
  Periods thereafter, all as provided in this
  Section.  The Borrower may elect different Interest
  Periods with respect to different portions of the
  affected Borrowing, in which case such portion
  shall be allocated ratably among the Lenders
  holding the Loans comprising such Borrowing, and
  the Loans comprising each such portion shall be
  considered a separate Borrowing.

   (c)   To make an election pursuant to this
  Section, the Borrower shall notify the
  Administrative Agent of such election by telephone
  or by electronic communication (if arrangements for
  doing so have been approved by the Administrative
  Agent) by the time that a Borrowing Request would
  be required under Section 2.3 if the Borrower were
  requesting a Revolving Borrowing of the Type
  resulting from such election to be made on the
  effective date of such election.  Each such
  telephonic Interest Election Request shall be
  irrevocable and shall be confirmed promptly by hand
  delivery or telecopy or by electronic communication
  (if arrangements for doing so have been approved by
  the Administrative Agent) to the Administrative
  Agent of a written Interest Election Request in a
  form approved by the Administrative Agent and
  signed by the Borrower.

   (d)   Each telephonic and written Interest
  Election Request shall specify the following
  information in compliance with Section 2.2:

   (i)  the Borrowing to which such Interest Election
  Request applies and, if different options are being
  elected with respect to different portions thereof,
  the portions thereof to be allocated to each
  resulting Borrowing (in which case the information
  to be specified pursuant to clauses (iii) and (iv)
  below shall be specified for each resulting
  Borrowing);

   (ii) the effective date of the election made
  pursuant to such Interest Election Request, which
  shall be a Business Day;

   (iii) in the case of Borrowings denominated in
  Dollars, whether the resulting Borrowing is to be
  an ABR Borrowing or a Eurocurrency Borrowing; and

   (iv) if the resulting Borrowing is a Eurocurrency
  Borrowing, the Interest Period to be applicable
  thereto after giving effect to such election, which
  shall be a period contemplated by the definition of
  the term "Interest Period".

  If any such Interest Election Request requests a
  Eurocurrency Borrowing but does not specify an
  Interest Period, then the Borrower shall be deemed
  to have selected an Interest Period of one month's
  duration.

  (e)   Promptly following receipt of an Interest
  Election Request, the Administrative Agent shall
  advise each applicable Lender of the details
  thereof and of such Lender's portion of each
  resulting Borrowing.

   (f)   If the Borrower fails to deliver a timely
  Interest Election Request with respect to a
  Eurocurrency Revolving Borrowing prior to the end
  of the Interest Period applicable thereto, then,
  unless such Borrowing is repaid as provided herein,
  at the end of such Interest Period (i) such
  Borrowing shall be converted to an ABR Borrowing if
  it is denominated in Dollars or (ii) such Borrowing
  shall be continued as such for an Interest Period
  of one month if it is denominated in an Alternative
  Currency.  Notwithstanding any contrary provision
  hereof, if an Event of Default has occurred and is
  continuing and the Administrative Agent, at the
  request of the Required Lenders, so notifies the
  Borrower, then, so long as an Event of Default is
  continuing (i) no outstanding Revolving Borrowing
  denominated in Dollars may be converted to or
  continued as a Eurocurrency Borrowing, (ii) unless
  repaid, each Eurocurrency Revolving Borrowing
  denominated in Dollars shall be converted to an ABR
  Borrowing at the end of the Interest Period
  applicable thereto and (iii) each Eurocurrency
  Revolving Borrowing denominated in an Alternative
  Currency may be continued as such for an Interest
  Period of one month.

  SECTION 2.10.__     Termination and Reduction of
  Commitments.  (a)  Unless previously terminated,
  the Commitments shall terminate on the Maturity Date.

   (b)  The Borrower may at any time terminate, or
  from time to time reduce, the Dollar Commitments;
  provided that (i) each reduction of the Dollar
  Commitments shall be in an amount that is an
  integral multiple of $1,000,000 and not less than
  $10,000,000 and (ii) the Borrower shall not
  terminate or reduce the Dollar Commitments if, (A)
  after giving effect to any concurrent prepayment of
  the Loans, the sum of the Revolving Credit
  Exposures plus the aggregate principal amount of
  outstanding Competitive Loans would exceed the
  total Commitments or (B) the Dollar Commitments as
  so reduced would be less than the aggregate Euro
  Commitments, Sterling Commitments or Yen Commitments.

   (c)   The Borrower may at any time terminate, or
  from time to time reduce, the Euro Commitments;
  provided that (i) each reduction of the Euro
  Commitments shall be in an amount that is an
  integral multiple of $1,000,000 and not less than
  $10,000,000 and (ii) the Borrower shall not
  terminate or reduce the Euro Commitments if, after
  giving effect to any concurrent prepayment of the
  Loans, the Dollar Amount of the aggregate principal
  amount of outstanding Euro Revolving Loans would
  exceed the total Euro Commitments.

  (d)  The Borrower may at any time terminate, or
  from time to time reduce, the Sterling Commitments;
  provided that (i) each reduction of the Sterling
  Commitments shall be in an amount that is an
  integral multiple of $1,000,000 and not less than
  $10,000,000 and (ii) the Borrower shall not
  terminate or reduce the Sterling Commitments if,
  after giving effect to any concurrent prepayment of
  the Loans, the Dollar Amount of the aggregate
  principal amount of outstanding Sterling Revolving
  Loans would exceed the total Sterling Commitments.

  (e)   The Borrower may at any time terminate, or
  from time to time reduce, the Yen Commitments;
  provided that (i) each reduction of the Yen
  Commitments shall be in an amount that is an
  integral multiple of $1,000,000 and not less than
  $10,000,000 and (ii) the Borrower shall not
  terminate or reduce the Yen Commitments if, after
  giving effect to any concurrent prepayment of the
  Loans, the Dollar Amount of the aggregate principal
  amount of outstanding Yen Revolving Loans would
  exceed the total Yen Commitments.

   (f)   The Borrower shall notify the Administrative
  Agent of any election to terminate or reduce the
  Commitments under paragraph (b), (c), (d) or (e) of
  this Section at least three Business Days prior to
  the effective date of such termination or
  reduction, specifying such election and the
  effective date thereof.  Promptly following receipt
  of any notice, the Administrative Agent shall
  advise the applicable Lenders of the contents
  thereof.  Each notice delivered by the Borrower
  pursuant to this Section shall be irrevocable;
  provided that a notice of termination of any
  Commitments delivered by the Borrower may state
  that such notice is conditioned upon the
  effectiveness of other credit facilities, in which
  case such notice may be revoked by the Borrower (by
  notice to the Administrative Agent on or prior to
  the specified effective date) if such condition is
  not satisfied.  Any termination or reduction of the
  Commitments shall be permanent.  Each reduction of
  any Commitments shall be made ratably among the
  applicable Lenders in accordance with their
  respective applicable Commitments.

  SECTION 2.11.__     Repayment of Loans; Evidence of
  Debt.  (a)  The Borrower hereby unconditionally
  promises to pay (i) to the Administrative Agent for
  the account of each Lender the then unpaid
  principal amount of each Revolving Loan on the
  Maturity Date, (ii) to the Administrative Agent for
  the account of each Lender the then unpaid
  principal amount of each Competitive Loan on the
  last day of the Interest Period applicable to such
  Loan and (iii) to the Swingline Lender the then
  unpaid principal amount of each Swingline Loan on
  the Maturity Date.

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

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

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

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

  SECTION 2.12. Prepayment of Loans.  (a)        The
  Borrower shall have the right at any time and from
  time to time to prepay any Borrowing in whole or in
  part, subject to prior notice in accordance with
  paragraph (b) of this Section; provided that the
  Borrower shall not have the right to prepay any
  Competitive Loan without the prior consent of the
  Lender thereof.

            (b)       The Borrower shall notify the
  Administrative Agent (and, in the case of
  prepayment of a Swingline Loan, the Swingline
  Lender) by telephone (confirmed by telecopy or by
  electronic communication (if arrangements for doing
  so have been approved by the Administrative Agent,
  and in the case of a prepayment of a Swingline
  Loan, the Swingline Lender)) of any prepayment
  hereunder (i) in the case of prepayment of a
  Eurocurrency Revolving Borrowing, not later than
  11:00 a.m., New York City time (or 2:00 p.m.
  London, England time in the case of Loans
  denominated in an Alternative Currency), three
  Business Days before the date of prepayment, (ii)
  in the case of prepayment of an ABR Revolving
  Borrowing, not later than 11:00 a.m., New York City
  time, one Business Day before the date of
  prepayment or (iii) in the case of prepayment of a
  Swingline Loan, not later than 12:00 noon, New York
  City time on the date of prepayment.  Each such
  notice shall be irrevocable and shall specify the
  prepayment date and the principal amount of each
  Borrowing or portion thereof to be prepaid;
  provided that, if a notice of prepayment is given
  in connection with a conditional notice of
  termination of any Commitments as contemplated by
  Section 2.10, then such notice of prepayment may be
  revoked if such notice of termination is revoked in
  accordance with Section 2.10.  Promptly following
  receipt of any such notice relating to a Revolving
  Borrowing, the Administrative Agent shall advise
  the applicable Lenders of the contents thereof.
  Each partial prepayment of any Revolving Borrowing
  shall be in an amount that would be permitted in
  the case of an advance of a Revolving Borrowing of
  the same Type as provided in Section 2.2.  Each
  prepayment of a Revolving Borrowing shall be
  applied ratably to the Loans included in the
  prepaid Borrowing.  Prepayments shall be
  accompanied by accrued interest to the extent
  required by Section 2.14.

   (c)   If on the last day of any fiscal quarter of
  the Borrower for any reason the sum of the total
  Revolving Credit Exposures plus the total
  Competitive Loan Exposures exceeds the total Dollar
  Commitments then in effect by more than 5%, the
  Borrower shall upon learning thereof, or upon the
  request of the Administrative Agent, immediately
  prepay Revolving Loans and cancel or reduce Letters
  of Credit, in an aggregate principal amount at
  least equal to the amount of such excess.

  (d)   If on the last day of any fiscal quarter of
  the Borrower for any reason the Dollar Amount of
  the aggregate principal amount of outstanding Euro
  Revolving Loans exceeds the total Euro Commitments
  then in effect by more than 5%, the Borrower shall
  upon learning thereof, or upon request of the
  Administrative Agent, immediately prepay Euro
  Revolving Loans in an aggregate principal amount at
  least equal to the amount of such excess.

  (e)   If on the last day of any fiscal quarter of
  the Borrower for any reason the Dollar Amount of
  the aggregate principal amount of outstanding
  Sterling Revolving Loans exceeds the total Sterling
  Commitments then in effect by more than 5%, the
  Borrower shall upon learning thereof, or upon
  request of the Administrative Agent, immediately
  prepay Sterling Revolving Loans in an aggregate
  principal amount at least equal to the amount of
  such excess.

  (f)   If on the last day of any fiscal quarter of
  the Borrower for any reason the Dollar Amount of
  the aggregate principal amount of outstanding Yen
  Revolving Loans exceeds the total Yen Commitments
  then in effect by more than 5%, the Borrower shall
  upon learning thereof, or upon request of the
  Administrative Agent, immediately prepay Yen
  Revolving Loans in an aggregate principal amount at
  least equal to the amount of such excess.

   (g)   The Borrower will implement and maintain
  internal controls to monitor the Borrowings and
  repayments, with the object of preventing any
  request for a Borrowing that would cause conditions
  specified in the first sentences of Sections
  2.1(a), (b) (c) and (d), 2.4(a) and 2.5(a) and the
  last sentence of Section 2.6(b) not to be satisfied.

  (h)   The Administrative Agent shall calculate the
  Dollar Amount of any Alternative Currency on the
  date of each Borrowing of Revolving Loans and on
  the last Business Day of each calendar quarter and
  may do so more frequently from time to time in its
  sole discretion.

  SECTION 2.13.__     Fees  (a)     The Borrower
  agrees to pay to the Administrative Agent for the
  account of each Dollar Lender a facility fee, which
  shall accrue at the Applicable Rate on the daily
  amount of the Dollar Commitment of such Lender
  (whether used or unused) during the period from and
  including the Effective Date to but excluding the
  date on which such Dollar Commitment terminates;
  provided that, if such Lender continues to have any
  Revolving Credit Exposure after its Dollar
  Commitment terminates, then such facility fee shall
  continue to accrue on the daily amount of such
  Lender's Revolving Credit Exposure from and
  including the date on which its Dollar Commitment
  terminates to but excluding the date on which such
  Lender ceases to have any Revolving Credit
  Exposure.  Accrued facility fees shall be payable
  in arrears on the last day of March, June,
  September and December of each year and on the date
  on which the Dollar Commitments terminate,
  commencing on the first such date to occur after
  the date hereof; provided that any facility fees
  accruing after the date on which the Dollar
  Commitments terminate shall be payable on demand.
  All facility fees shall be computed on the basis of
  a year of 365 days (or 366 days in a leap year) and
  shall be payable for the actual number of days
  elapsed (including the first day but excluding the
  last day).

   (b)   The Borrower agrees to pay (i) to the
  Administrative Agent for the account of each Lender
  a participation fee with respect to its
  participations in Letters of Credit, which shall
  accrue at a rate per annum equal to the Applicable
  Rate applicable to interest on Eurocurrency
  Revolving Loans on the average daily amount of such
  Lender's LC Exposure (excluding any portion thereof
  attributable to unreimbursed LC Disbursements)
  during the period from and including the Effective
  Date to but excluding the later of the date on
  which such Lender's Commitment terminates and the
  date on which such Lender ceases to have any LC
  Exposure, and (ii) to the Issuing Bank a fronting
  fee, which shall accrue at the rate of 0.10% per
  annum on the average daily amount of the LC
  Exposure (excluding any portion thereof
  attributable to unreimbursed LC Disbursements)
  during the period from and including the Effective
  Date to but excluding the later of the date of
  termination of the Commitments and the date on
  which there ceases to be any LC Exposure, as well
  as the Issuing Bank's standard fees with respect to
  the issuance, amendment, renewal or extension of
  any Letter of Credit or processing of drawings
  thereunder.  Participation fees and fronting fees
  accrued through and including the last day of
  March, June, September and December of each year
  shall be payable on the third Business Day
  following such last day, commencing on the first
  such date to occur after the Effective Date;
  provided that all such fees shall be payable on the
  date on which the Commitments terminate and any
  such fees accruing after the date on which the
  Commitments terminate shall be payable on demand.
  Any other fees payable to the Issuing Bank pursuant
  to this paragraph shall be payable within 10 days
  after demand.  All participation fees and fronting
  fees shall be computed on the basis of a year of
  365 days (or 366 days in a leap year) and shall be
  payable for the actual number of days elapsed
  (including the first day but excluding the last day).

   (c)   The Borrower agrees to pay to the
  Administrative Agent for the account of each Lender
  a utilization fee in the amount of 0.125% per annum
  of the Dollar Amount of outstanding principal
  amount of the Loans and Letters of Credit for each
  day that the Dollar Amount of outstanding principal
  amount of the Loans and the Letters of Credit
  exceeds 50% of the aggregate amount of the Dollar
  Commitments then in effect (or, after the Dollar
  Commitments have terminated, 50% of the aggregate
  amount of the Dollar Commitments immediately prior
  to such termination).  Accrued utilization fees
  shall be payable in arrears on the last day of
  March, June, September and December of each year
  and on the date on which the Dollar Commitments
  terminate, commencing on the first such date to
  occur after the date hereof; provided that any
  utilization fees accruing after the date on which
  the Dollar Commitments terminate shall be payable
  on demand.  All utilization fees shall be computed
  on the basis of a year of 365 days (or 366 days in
  a leap year) and shall be payable for the actual
  number of days elapsed (including the first day but
  excluding the last day).

  (d)   The Borrower agrees to pay to the
  Administrative Agent, for its own account, fees
  payable in the amounts and at the times separately
  agreed upon between the Borrower and the
  Administrative Agent.

  (e)   All fees payable hereunder shall be paid on
  the dates due, in immediately available funds, to
  the Administrative Agent (or to the Issuing Bank,
  in the case of fees payable to it) for
  distribution, in the case of facility fees and
  participation fees, to the Lenders.  Fees paid
  shall not be refundable under any circumstances.

  SECTION 2.14.__     Interest.  (a)  The Loans
  comprising each ABR Borrowing (including each
  Swingline Loan maintained as an ABR Loan) shall
  bear interest at a rate per annum equal to the
  Alternate Base Rate.

   (b)   The Loans comprising each Eurocurrency
  Borrowing shall bear interest at a rate per annum
  equal to (i) in the case of a Eurocurrency
  Revolving Loan, the Adjusted Eurocurrency Rate for
  the Interest Period in effect for such Borrowing
  plus the Applicable Rate, or (ii) in the case of a
  Eurocurrency Competitive Loan, the Eurocurrency
  Rate for the Interest Period in effect for such
  Borrowing plus (or minus, as applicable) the Margin
  applicable to such Loan.

   (c)   Each Fixed Rate Loan shall bear interest at
  a rate per annum equal to the Fixed Rate applicable
  to such Loan.

  (d)   Each Swingline Rate Loan not maintained as an
  ABR Loan shall bear interest at a rate per annum
  equal to the Swingline Rate applicable to such Loan.

   (e)   Notwithstanding the foregoing, if any
  principal of or interest on any Loan or any fee or
  other amount payable by the Borrower hereunder is
  not paid when due, whether at stated maturity, upon
  acceleration or otherwise, such overdue amount
  shall bear interest, after as well as before
  judgment, at a rate per annum equal to (i) in the
  case of overdue principal of any Loan, 2% plus the
  rate otherwise applicable to such Loan as provided
  above or (ii) in the case of any other amount, 2%
  plus the rate applicable to ABR Loans as provided
  above.

  (f)   Accrued interest on each Loan shall be
  payable in arrears on each Interest Payment Date
  for such Loan; provided that (i) interest accrued
  pursuant to paragraph (c) of this Section shall be
  payable on demand, (ii) in the event of any
  repayment or prepayment of any Loan (other than a
  prepayment of an ABR Revolving Loan prior to the
  end of the Availability Period), accrued interest
  on the principal amount repaid or prepaid shall be
  payable on the date of such repayment or
  prepayment, (iii) in the event of any conversion of
  any Eurocurrency Revolving Loan prior to the end of
  the current Interest Period therefor, accrued
  interest on such Loan shall be payable on the
  effective date of such conversion and (iv) all
  accrued interest shall be payable upon termination
  of the Commitments.

  (g)   All interest hereunder shall be computed on
  the basis of a year of 360 days, except that
  interest computed by reference to the Alternate
  Base Rate at times when the Alternate Base Rate is
  based on the Prime Rate and Overnight Rates (except
  the Federal Funds Effective Rate, which shall be
  computed on the basis of a year of 360 days) shall
  be computed on the basis of a year of 365 days (or
  366 days in a leap year), and in each case shall be
  payable for the actual number of days elapsed
  (including the first day but excluding the last
  day).  The applicable Alternate Base Rate, Adjusted
  Eurocurrency Rate, Eurocurrency Rate and Overnight
  Rate shall be determined by the Administrative
  Agent, and such determination shall be conclusive
  absent manifest error.

  SECTION 2.15.__     Alternate Rate of Interest.  If
  prior to the commencement of any Interest Period
  for a Eurocurrency Borrowing:

   (a)   the Administrative Agent determines (which
  determination shall be conclusive absent manifest
  error) that adequate and reasonable means do not
  exist for ascertaining the Adjusted Eurocurrency
  Rate or the Eurocurrency Rate, as applicable, for
  the relevant currency for such Interest Period; or

  (b)   the Administrative Agent is advised by the
  Required Lenders or by the holders of at least a
  majority of the Commitments under a Facility (or,
  in the case of a Eurocurrency Competitive Loan, the
  Lender that is required to make such Loan) that the
  Adjusted Eurocurrency Rate or the Eurocurrency
  Rate, as applicable, for such Interest Period will
  not adequately and fairly reflect the cost to such
  Lenders (or Lender) of making or maintaining their
  Loans (or its Loan) included in such Borrowing for
  such Interest Period; then the Administrative Agent
  shall give notice thereof to the Borrower and the
  Lenders by telephone or telecopy as promptly as
  practicable thereafter and, until the
  Administrative Agent notifies the Borrower and the
  Lenders that the circumstances giving rise to such
  notice no longer exist, (i) any Interest Election
  Request that requests the conversion of any
  Revolving Borrowing to, or continuation of any
  Revolving Borrowing as, a Eurocurrency Borrowing
  shall be ineffective, (ii) if any Borrowing Request
  requests a Eurocurrency Revolving Borrowing, such
  Borrowing, if denominated in Dollars, shall be made
  as an ABR Borrowing and, if denominated in an
  Alternative Currency, shall be made as a Borrowing
  bearing interest at an interest rate reasonably
  determined by the Administrative Agent, after
  consultation with the Borrower and the applicable
  Lenders, to compensate the applicable Lenders for
  such Borrowing in such currency for the applicable
  period and (iii) any request by the Borrower for a
  Eurocurrency Competitive Borrowing shall be
  ineffective; provided that (A) if the circumstances
  giving rise to such notice do not affect all the
  Lenders, then requests by the Borrower for
  Eurocurrency Competitive Borrowings may be made to
  Lenders that are not affected thereby and (B) if
  the circumstances giving rise to such notice affect
  only one Type of Borrowings, then any other
  available Type of Borrowings for the applicable
  currency shall be permitted.

  SECTION 2.16.__     Increased Costs  (a)    If any
  Change in Law shall:

    (i) impose, modify or deem applicable any
  reserve, special deposit or similar requirement
  against assets of, deposits with or for the account
  of, or credit extended by, any Lender (except any
  such reserve requirement reflected in the Adjusted
  Eurocurrency Rate) or the Issuing Bank; or
    (ii) impose on any Lender or the Issuing Bank or
  the London interbank market any other condition
  affecting this Agreement or Eurocurrency Loans or
  Fixed Rate Loans made by such Lender or any Letter
  of Credit or participation therein; and the result
  of any of the foregoing shall be to increase the
  cost to such Lender of making or maintaining any
  Eurocurrency Loan or Fixed Rate Loan (or of
  maintaining its obligation to make any such Loan)
  or to increase the cost to such Lender or the
  Issuing Bank of participating in, issuing or
  maintaining any Letter of Credit or to reduce the
  amount of any sum received or receivable by such
  Lender or the Issuing Bank hereunder (whether of
  principal, interest or otherwise), then the
  Borrower will pay to such Lender or the Issuing
  Bank, as the case may be, such additional amount or
  amounts as will compensate such Lender or the
  Issuing Bank, as the case may be, for such
  additional costs incurred or reduction suffered.

   (b)   If any Lender or the Issuing Bank determines
  that any Change in Law regarding capital
  requirements has or would have the effect of
  reducing the rate of return on such Lender's or the
  Issuing Bank's capital or on the capital of such
  Lender's or the Issuing Bank's holding company, if
  any, as a consequence of this Agreement or the
  Loans made by, or participations in Letters of
  Credit held by, such Lender, or the Letters of
  Credit issued by the Issuing Bank, to a level below
  that which such Lender or the Issuing Bank or such
  Lender's or the Issuing Bank's holding company
  could have achieved but for such Change in Law
  (taking into consideration such Lender's or the
  Issuing Bank's policies and the policies of such
  Lender's or the Issuing Bank's holding company with
  respect to capital adequacy), then from time to
  time the Borrower will pay to such Lender or the
  Issuing Bank, as the case may be, such additional
  amount or amounts as will compensate such Lender or
  the Issuing Bank or such Lender's or the Issuing
  Bank's holding company for any such reduction
  suffered.

   (c)   A certificate of a Lender or the Issuing
  Bank setting forth the amount or amounts necessary
  to compensate such Lender or the Issuing Bank or
  its holding company, as the case may be, as
  specified in paragraph (a) or (b) of this Section
  shall be delivered to the Borrower and shall be
  conclusive absent manifest error.  The Borrower
  shall pay such Lender or the Issuing Bank, as the
  case may be, the amount shown as due on any such
  certificate within 10 days after receipt thereof.

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

           (e)        Notwithstanding the foregoing
  provisions of this Section, a Lender shall not be
  entitled to compensation pursuant to this Section
  in respect of any Competitive Loan if the Change in
  Law that would otherwise entitle it to such
  compensation shall have been publicly announced
  prior to submission of the Competitive Bid pursuant
  to which such Loan was made.

  SECTION 2.17. Break Funding Payments.  In the event
  of (a) the payment of any principal of any
  Eurocurrency Loan or Fixed Rate Loan other than on
  the last day of an Interest Period applicable
  thereto (including as a result of an Event of
  Default), (b) the conversion of any Eurocurrency
  Loan other than on the last day of the Interest
  Period applicable thereto, (c) the failure to
  borrow, convert, continue or prepay any Revolving
  Loan on the date specified in any notice delivered
  pursuant hereto (regardless of whether such notice
  is permitted to be revocable under Section 2.12(b)
  and is revoked in accordance herewith), (d) the
  failure to borrow any Competitive Loan after
  accepting the Competitive Bid to make such Loan, or
  (e) the assignment of any Eurocurrency Loan or
  Fixed Rate Loan other than on the last day of the
  Interest Period applicable thereto as a result of a
  request by the Borrower pursuant to Section 2.20,
  then, in any such event, the Borrower shall
  compensate each Lender for the loss, cost and
  expense attributable to such event.  In the case of
  a Eurocurrency Loan, the loss to any Lender
  attributable to any such event shall be deemed to
  include an amount determined by such Lender to be
  equal to the excess, if any, of (i) the amount of
  interest that such Lender would pay for a deposit
  equal to the principal amount of such Loan for the
  period from the date of such payment, conversion,
  failure or assignment to the last day of the then
  current Interest Period for such Loan (or, in the
  case of a failure to borrow, convert or continue,
  the duration of the Interest Period that would have
  resulted from such borrowing, conversion or
  continuation) if the interest rate payable on such
  deposit were equal to the Adjusted Eurocurrency
  Rate for such Interest Period, over (ii) the amount
  of interest that such Lender would earn on such
  principal amount for such period if such Lender
  were to invest such principal amount for such
  period at the interest rate that would be bid by
  such Lender (or an affiliate of such Lender) for
  dollar deposits from other banks in the
  Eurocurrency market at the commencement of such
  period.  A certificate of any Lender setting forth
  (i) any amount or amounts that such Lender is
  entitled to receive pursuant to this Section and
  (ii) the calculations used to arrive at such amount
  shall be delivered to the Borrower and shall be
  conclusive absent manifest error.  The Borrower
  shall pay such Lender the amount shown as due on
  any such certificate within 10 days after receipt
  thereof.

  SECTION 2.18.__Taxes.  (a)  Any and all payments by
  or on account of any obligation of the Borrower
  hereunder shall be made free and clear of and
  without deduction for any Indemnified Taxes or
  Other Taxes; provided that if the Borrower shall be
  required to deduct any Indemnified Taxes or Other
  Taxes from such payments, then (i) the sum payable
  shall be increased as necessary so that after
  making all required deductions (including
  deductions applicable to additional sums payable
  under this Section) the Administrative Agent,
  Lender or Issuing Bank (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 Governmental Authority in accordance with
  applicable law.

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

            (c)       The Borrower shall indemnify
  the Administrative Agent, each Lender and the
  Issuing Bank, within 10 days after written demand
  therefor, for the full amount of any Indemnified
  Taxes or Other Taxes (including Indemnified Taxes
  or Other Taxes imposed or asserted on or
  attributable to amounts payable under this Section)
  paid by the Administrative Agent, such Lender or
  the Issuing Bank, as the case may be, and any
  penalties, interest and reasonable expenses arising
  therefrom or with respect thereto, whether or not
  such Indemnified Taxes or Other Taxes were
  correctly or legally imposed or asserted by the
  relevant Governmental Authority.  A certificate as
  to the amount of such payment or liability
  delivered to the Borrower by a Lender or the
  Issuing Bank, or by the Administrative Agent on its
  own behalf or on behalf of a Lender or the Issuing
  Bank, shall be conclusive absent manifest error.

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

            (e)       Any Foreign Lender that is
  entitled to an exemption from or reduction of
  withholding tax under the law of the jurisdiction
  in which the Borrower is located, or any treaty to
  which such jurisdiction is a party, with respect to
  payments under this Agreement shall deliver to the
  Borrower (with a copy to the Administrative Agent),
  at the time or times prescribed by applicable law
  or reasonably requested by the Borrower, such
  properly completed and executed documentation
  prescribed by applicable law as will permit such
  payments to be made without withholding or at a
  reduced rate.
  SECTION 2.19.__     Payments Generally; Pro Rata
  Treatment; Sharing of Set-offs.  (a)    Except as
  otherwise expressly provided herein, the Borrower
  shall make each payment required to be made by it
  hereunder (whether of principal, interest, fees or
  reimbursement of LC Disbursements, or under Section
  2.16, 2.17 or 2.18, or otherwise) prior to 12:00
  noon, New York, New York time (or as specified in
  the next sentence in the case of Loans denominated
  in an Alternative Currency), on the date when due,
  in Same Day Funds, without set-off or counterclaim.
   Except as otherwise expressly provided herein, all
  payments by the Borrower hereunder with respect to
  principal and interest on Loans denominated in an
  Alternative Currency shall be made on the dates
  specified herein for the account of the respective
  Lenders to whicsuch payment is owed, in such
  Alternative Currency and in Same Day Funds not
  later than the Applicable Time specified by the
  Administrative Agent to the Borrower by the same
  time at least one Business Day prior to the date
  when due.  If, for any reason, the Borrower is
  prohibited by law from making any required payment
  hereunder in an Alternative Currency, such Borrower
  shall make such payment in Dollars in the Dollar
  Amount of the Alterative Currency payment amount.
  All payments received by the Administrative Agent
  (i) after 12:00 p.m., in the case of payments in
  Dollars, or (ii) after the Applicable Time
  specified by the Administrative Agent in the case
  of payments in an Alternative Currency, may, in the
  discretion of the Administrative Agent, be deemed
  to have been received on the next succeeding
  Business Day for purposes of calculating interest
  thereon.  All such payments shall be made to the
  Administrative Agent at its offices at 270 Park
  Avenue, New York, New York, except payments to be
  made directly to the Issuing Bank or Swingline
  Lender as expressly provided herein and except that
  payments pursuant to Sections 2.16, 2.17, 2.18 and
  9.3 shall be made directly to the Persons entitled
  thereto.  The Administrative Agent shall distribute
  any such payments received by it for the account of
  any other Person to the appropriate recipient
  promptly following receipt thereof.  If any payment
  hereunder shall be due on a day that is not a
  Business Day, the date for payment shall be
  extended to the next succeeding Business Day, and,
  in the case of any payment accruing interest,
  interest thereon shall be payable for the period of
  such extension.   All payments made by the Borrower
  hereunder shall be made in the applicable currency,
  except as otherwise provided in this paragraph.

            (b)       If at any time insufficient
  funds are received by and available to the
  Administrative Agent to pay fully all amounts of
  principal, unreimbursed LC Disbursements, interest
  and fees then due hereunder, such funds shall be
  applied (i) first, to pay interest and fees then
  due hereunder, ratably among the parties entitled
  thereto in accordance with the amounts of interest
  and fees then due to such parties, and (ii) second,
  to pay principal and unreimbursed LC Disbursements
  then due hereunder, ratably among the parties
  entitled thereto in accordance with the amounts of
  principal and unreimbursed LC Disbursements then
  due to such parties.

            (c)       Except to the extent that this
  Agreement provides for payments to be allocated to
  a particular Lender or to the Lenders under a
  particular Facility, if any Lender shall, by
  exercising any right of set-off or counterclaim or
  otherwise, obtain payment in respect of any
  principal of or interest on any of its Revolving
  Loans or participations in LC Disbursements or
  Swingline Loans resulting in such Lender receiving
  payment of a greater proportion of the aggregate
  amount of its Revolving Loans and participations in
  LC Disbursements and Swingline Loans and accrued
  interest thereon than the proportion received by
  any other Lender, then the Lender receiving such
  greater proportion shall purchase (for cash at face
  value) participations in the Revolving Loans and
  participations in LC Disbursements and Swingline
  Loans of other Lenders to the extent necessary so
  that the benefit of all such payments shall be
  shared by the Lenders ratably in accordance with
  the aggregate amount of principal of and accrued
  interest on their respective Revolving Loans and
  participations in LC Disbursements and Swingline
  Loans; provided that (i) if any such participations
  are purchased and all or any portion of the payment
  giving rise thereto is recovered, such
  participations shall be rescinded and the purchase
  price restored to the extent of such recovery,
  without interest, and (ii) the provisions of this
  paragraph shall not be construed to apply to any
  payment made by the Borrower pursuant to and in
  accordance with the express terms of this Agreement
  or any payment obtained by a Lender as
  consideration for the assignment of or sale of a
  participation in any of its Loans or participations
  in LC Disbursements to any assignee or participant,
  other than to the Borrower or any Subsidiary or
  Affiliate thereof (as to which the provisions of
  this paragraph shall apply).  The Borrower consents
  to the foregoing and agrees, to the extent it may
  effectively do so under applicable law, that any
  Lender acquiring a participation pursuant to the
  foregoing arrangements may exercise against the
  Borrower rights of set-off and counterclaim with
  respect to such participation as fully as if such
  Lender were a direct creditor of the Borrower in
  the amount of such participation.

            (d)       Unless the Administrative Agent
  shall have received notice from the Borrower prior
  to the date on which any payment is due to the
  Administrative Agent for the account of the Lenders
  or the Issuing Bank hereunder that the Borrower
  will not make such payment, the Administrative
  Agent may assume that the Borrower has made such
  payment on such date in accordance herewith and
  may, in reliance upon such assumption, distribute
  to the applicable Lenders or the Issuing Bank, as
  the case may be, the amount due.  In such event, if
  the Borrower has not in fact made such payment,
  then each of the applicable Lenders or the Issuing
  Bank, as the case may be, severally agrees to repay
  to the Administrative Agent forthwith on demand the
  amount so distributed to such Lender or Issuing
  Bank with interest thereon, for each day from and
  including the date such amount is distributed to it
  to but excluding the date of payment to the
  Administrative Agent, at the applicable Overnight
  Rate from time to time in effect.

            (e)       If any Lender shall fail to
  make any payment required to be made by it pursuant
  to Section 2.5(c), 2.6(d) or (e), 2.8(b) or
  2.19(d), then the Administrative Agent may, in its
  discretion (notwithstanding any contrary provision
  hereof), apply any amounts thereafter received by
  the Administrative Agent for the account of such
  Lender to satisfy such Lender's obligations under
  such Sections until all such unsatisfied
  obligations are fully paid.

  SECTION 2.20._Mitigation Obligations; Replacement
  of Lenders.  (a)  If any Lender requests
  compensation under Section 2.16, or if the Borrower
  is required to pay any additional amount to any
  Lender or any Governmental Authority for the
  account of any Lender pursuant to Section 2.18,
  then such Lender shall use reasonable efforts to
  designate a different lending office for funding or
  booking its Loans hereunder or to assign its rights
  and obligations hereunder to another of its
  offices, branches or affiliates, if, in the
  judgment of such Lender, such designation or
  assignment (i) would eliminate or reduce amounts
  payable pursuant to Section 2.16 or 2.18, as the
  case may be, in the future and (ii) would not
  subject such Lender to any unreimbursed cost or
  expense and would not otherwise be disadvantageous
  to such Lender.  The Borrower hereby agrees to pay
  all reasonable costs and expenses incurred by any
  Lender in connection with any such designation or
  assignment.

            (b)       If any Lender requests
  compensation under Section 2.16, or if the Borrower
  is required to pay any additional amount to any
  Lender or any Governmental Authority for the
  account of any Lender pursuant to Section 2.18, or
  if any Lender defaults in its obligation to fund
  Loans hereunder, then the Borrower may, at its sole
  expense and effort, upon notice to such Lender and
  the Administrative Agent, require such Lender to
  assign and delegate, without recourse (in
  accordance with and subject to the restrictions
  contained in Section 9.4), all its interests,
  rights and obligations under this Agreement (other
  than any outstanding Competitive Loans held by it)
  to an assignee that shall assume such obligations
  (which assignee may be another Lender, if a Lender
  accepts such assignment); provided that (i) the
  Borrower shall have received the prior written
  consent of the Administrative Agent (and, if a
  Dollar Commitment is being assigned, the Issuing
  Bank and Swingline Lender), which consent shall not
  unreasonably be withheld, (ii) such Lender shall
  have received payment of an amount equal to the
  outstanding principal of its Loans (other than
  Competitive Loans) and participations in LC
  Disbursements and Swingline Loans, accrued interest
  thereon, accrued fees and all other amounts payable
  to it hereunder, from the assignee (to the extent
  of such outstanding principal and accrued interest
  and fees) or the Borrower (in the case of all other
  amounts) and (iii) in the case of any such
  assignment resulting from a claim for compensation
  under Section 2.16 or payments required to be made
  pursuant to Section 2.18, such assignment will
  result in a reduction in such compensation or
  payments.  A Lender shall not be required to make
  any such assignment and delegation if, prior
  thereto, as a result of a waiver by such Lender or
  otherwise, the circumstances entitling the Borrower
  to require such assignment and delegation cease to
  apply.

  ARTICLE III
  Representations and Warranties

  The Borrower represents and warrants to the Lenders
  that:

  SECTION 3.1.__      Organization; Powers.  Each of
  the Borrower and its Subsidiaries is duly
  organized, validly existing and in good standing
  under the laws of the jurisdiction of its
  organization, has all requisite power and authority
  to carry on its business as now conducted and,
  except where the failure to do so, individually or
  in the aggregate, could not reasonably be expected
  to result in a Material Adverse Effect, is
  qualified to do business in, and is in good
  standing in, every jurisdiction where such
  qualification is required.

  SECTION 36.2.__     Authorization; Enforceability.
  The Transactions are within the Borrower's
  corporate powers and have been duly authorized by
  all necessary corporate and, if required,
  stockholder action.  This Agreement has been duly
  executed and delivered by the Borrower and
  constitutes a legal, valid and binding obligation
  of the Borrower, enforceable in accordance with its
  terms, subject to applicable bankruptcy,
  insolvency, reorganization, moratorium or other
  laws affecting creditors' rights generally and
  subject to general principles of equity, regardless
  of whether considered in a proceeding in equity or
  at law.

  SECTION 3.3.__      Governmental Approvals; No
  Conflicts.  The Transactions (a) do not require any
  consent or approval of, registration or filing
  with, or any other action by, any Governmental
  Authority, except such as have been obtained or
  made and are in full force and effect, (b) will not
  violate any applicable law or regulation or the
  charter, by-laws or other organizational documents
  of the Borrower or any of its Subsidiaries or any
  order of any Governmental Authority, (c) will not
  violate or result in a default under any indenture,
  agreement or other instrument binding upon the
  Borrower or any of its Subsidiaries or its assets,
  or give rise to a right thereunder to require any
  payment to be made by the Borrower or any of its
  Subsidiaries, and (d) will not result in the
  creation or imposition of any Lien on any asset of
  the Borrower or any of its Subsidiaries.

  SECTION 3.4.__      Financial Condition; No
  Material Adverse Effect.  (a)    The Borrower has
  heretofore furnished to the Lenders its
  consolidated balance sheet and statements of
  income, stockholders equity and cash flows (i) as
  of and for the year ended December 31, 2003,
  reported on by Deloitte & Touche LLP, independent
  public accountants, and (ii) as of and for the
  quarter ended March 31, 2004, certified by its
  principal accounting officer.  Such financial
  statements present fairly, in all material
  respects, the financial position and results of
  operations and cash flows of the Borrower and its
  consolidated Subsidiaries as of such dates and for
  such periods in accordance with GAAP, subject to
  year-end audit adjustments and the absence of
  footnotes in the case of the statements referred to
  in clause (ii) above.

   (b)   Since March 31, 2004, there has been no
  development or event which has had or could
  reasonably be expected to have a Material Adverse
  Effect except as disclosed on or prior to the
  Effective Date (i) in writing to the Lenders, or
  (ii) in any public filing with the Securities and
  Exchange Commission.

  SECTION 3.5.__      Properties.  (a)    Each of the
  Borrower and its Subsidiaries has good title to, or
  valid leasehold interests in, all its real and
  personal property material to its business, except
  for minor defects in title that do not interfere
  with its ability to conduct its business as
  currently conducted or to utilize such properties
  for their intended purposes.

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

  SECTION 3.6.__      Litigation and Environmental
  Matters.  (a)       There are no actions, suits,
  investigations or proceedings by or before any
  arbitrator or Governmental Authority pending
  against or, to the knowledge of the Borrower,
  threatened against or affecting the Borrower or any
  of its Subsidiaries (i) as to which there is a
  reasonable possibility of an adverse determination
  and that, if adversely determined, could reasonably
  be expected, individually or in the aggregate, to
  result in a Material Adverse Effect (other than the
  Disclosed Matters) or (ii) that involve this
  Agreement or the Transactions.

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

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

  SECTION 3.7.__      Compliance with Laws and
  Agreements.  Each of the Borrower and its
  Subsidiaries is in compliance with all laws,
  regulations and orders of any Governmental
  Authority applicable to it or its property and all
  indentures, agreements and other instruments
  binding upon it or its property, except where the
  failure to do so, individually or in the aggregate,
  could not reasonably be expected to result in a
  Material Adverse Effect.  No Default has occurred
  and is continuing.

  SECTION 3.8.__      Investment and Holding Company
  Status.  Neither the Borrower nor any of its
  Subsidiaries is (a) an "investment company" as
  defined in, or subject to regulation under, the
  Investment Company Act of 1940 or (b) a "holding
  company" as defined in, or subject to regulation
  under, the Public Utility Holding Company Act of 1935.

  SECTION 3.9.__      Taxes.  Each of the Borrower
  and its Subsidiaries has timely filed or caused to
  be filed all Tax returns and reports required to
  have been filed and has paid or caused to be paid
  all Taxes required to have been paid by it, except
  (a) Taxes that are being contested in good faith by
  appropriate proceedings and for which the Borrower
  or such Subsidiary, as applicable, has set aside on
  its books adequate reserves or (b) to the extent
  that the failure to do so could not reasonably be
  expected to result in a Material Adverse Effect.

  SECTION 3.10.__     ERISA.  No ERISA Event has
  occurred or is reasonably expected to occur that,
  when taken together with all other such ERISA
  Events for which liability is reasonably expected
  to occur, could reasonably be expected to result in
  a Material Adverse Effect.  The present value of
  all accumulated benefit obligations under each Plan
  (based on the assumptions used for purposes of
  Statements of Financial Accounting Standards No. 87
  and No. 132) did not, as of the date of the most
  recent financial statements reflecting such
  amounts, exceed by more than $90,000,000 the fair
  market value of the assets of such Plan, and the
  present value of all accumulated benefit
  obligations of all underfunded Plans (based on the
  assumptions used for purposes of Statements of
  Financial Accounting Standards No. 87 and No. 132)
  did not, as of the date of the most recent
  financial statements reflecting such amounts,
  exceed by more than $90,000,000 the fair market
  value of the assets of all such underfunded Plans.

  SECTION 3.11.__Federal Regulations.  No part of the
  proceeds of any Loans hereunder will be used,
  directly or indirectly, for "buying" or "carrying"
  any "margin stock" within the respective meanings
  of each of the quoted terms under Regulation U of
  the Board as now and from time to time hereafter in
  effect which violates, or which would be
  inconsistent with, the provisions of the
  Regulations of such Board.

  SECTION 3.12.__     Disclosure.  The Borrower has
  disclosed to the Lenders all agreements,
  instruments and corporate or other restrictions to
  which it or any of its Subsidiaries is subject, and
  all other matters known to it, that, individually
  or in the aggregate, could reasonably be expected
  to result in a Material Adverse Effect.  None of
  the reports, financial statements, certificates or
  other information furnished by or on behalf of the
  Borrower to the Administrative Agent or any Lender
  in connection with the negotiation of this
  Agreement or delivered hereunder (as modified or
  supplemented by other information so furnished)
  contains any material misstatement of fact or omits
  to state any material fact necessary to make the
  statements therein, in the light of the
  circumstances under which they were made, not
  misleading; provided that, with respect to
  projected financial information, the Borrower
  represents only that such information was prepared
  in good faith based upon assumptions believed to be
  reasonable at the time.

  ARTICLE IV
  Conditions

  SECTION 4.1.__      Effective Date.  The
  obligations of the Lenders to make Loans and of the
  Issuing Bank to issue Letters of Credit hereunder
  shall not become effective until the date on which
  each of the following conditions is satisfied (or
  waived in accordance with Section 9.2):

  (a)   The Administrative Agent (or its counsel)
  shall have received from each party hereto either
  (i) a counterpart of this Agreement signed on
  behalf of such party or (ii) written evidence
  satisfactory to the Administrative Agent (which may
  include telecopy transmission of a signed signature
  page of this Agreement) that such party has signed
  a counterpart of this Agreement.

  (b)   The Existing Credit Agreement (including the
  commitments thereunder) shall have been terminated
  and all amounts owed thereunder shall have been paid.

  (c)   The Administrative Agent shall have received
  a favorable written opinion (addressed to the
  Administrative Agent and the Lenders and dated the
  Effective Date) of the general counsel for the
  Borrower, substantially in the form of Exhibit B,
  and covering such other matters relating to the
  Borrower, this Agreement or the Transactions as the
  Required Lenders shall reasonably request.  The
  Borrower hereby requests such counsel to deliver
  such opinion.

   (d)   The Administrative Agent shall have received
  all government and third party approvals necessary
  or, in the discretion of the Administrative Agent,
  advisable in connection with the financing
  contemplated hereby.

   (e)   The Administrative Agent shall have received
  such documents and certificates as the
  Administrative Agent or its counsel may reasonably
  request relating to the organization, existence and
  good standing of the Borrower, the authorization of
  the Transactions and any other legal matters
  relating to the Borrower, this Agreement or the
  Transactions, all in form and substance
  satisfactory to the Administrative Agent and its
  counsel.

  (f)   The Administrative Agent shall have received
  a certificate, dated the Effective Date and signed
  by the President, a Vice President or a Financial
  Officer of the Borrower, confirming compliance with
  the conditions set forth in paragraphs (a) and (b)
  of Section 4.2.

   (g)   The Lenders, the Administrative Agent and
  the Joint Lead Arrangers shall have received all
  fees and other amounts due and payable on or prior
  to the Effective Date, including, to the extent
  invoiced, reimbursement or payment of all
  out-of-pocket expenses required to be reimbursed or
  paid by the Borrower hereunder.

  (h)   The Borrower shall have made available to the
  Lenders and the Administrative Agent, including
  through electronic transmission (i) audited
  consolidated financial statements of the Borrower
  for the two most recent fiscal years ended prior to
  the Effective Date as to which such financial
  statements are available and (ii) unaudited interim
  consolidated financial statements of the Borrower
  for each quarterly period ended subsequent to the
  date of the latest financial statements made
  available pursuant to clause (i) of this paragraph
  as to which such financial statements are available.

  The Administrative Agent shall notify the Borrower
  and the Lenders of the Effective Date, and such
  notice shall be conclusive and binding.
  Notwithstanding the foregoing, the obligations of
  the Lenders to make Loans and of the Issuing Bank
  to issue Letters of Credit hereunder shall not
  become effective unless each of the foregoing
  conditions is satisfied (or waived pursuant to
  Section 9.2) at or prior to 3:00 p.m., New York
  City time, on August 2, 2004 (and, in the event
  such conditions are not so satisfied or waived, the
  Commitments shall terminate at such time).

  SECTION 4.2.__      Each Credit Event.  The
  obligation of each Lender to make a Loan on the
  occasion of any Borrowing, and of the Issuing Bank
  to issue, amend, renew or extend any Letter of
  Credit, is subject to the satisfaction of the
  following conditions:

  (a)   The representations and warranties of the
  Borrower set forth in this Agreement shall be true
  and correct on and as of the date of such Borrowing
  or the date of issuance, amendment, renewal or
  extension of such Letter of Credit, as applicable.

  (b)   At the time of and immediately after giving
  effect to such Borrowing or the issuance,
  amendment, renewal or extension of such Letter of
  Credit, as applicable, no Default shall have
  occurred and be continuing.

  Each Borrowing and each issuance, amendment,
  renewal or extension of a Letter of Credit shall be
  deemed to constitute a representation and warranty
  by the Borrower on the date thereof as to the
  matters specified in paragraphs (a) and (b) of this
  Section.

  ARTICLE V
  Affirmative Covenants

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

  SECTION 5.1.__      Financial Statements and Other
  Information.  The Borrower will furnish to the
  Administrative Agent and each Lender:

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

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

  (c)  concurrently with any delivery of financial
  statements under clause (a) or (b) above, a
  certificate of a Financial Officer of the Borrower
  (i) certifying as to whether a Default has occurred
  and, if a Default has occurred, specifying the
  details thereof and any action taken or proposed to
  be taken with respect thereto, (ii) setting forth
  reasonably detailed calculations demonstrating
  compliance with Section 6.1 and (iii) stating
  whether any change in GAAP or in the application
  thereof has occurred since the date of the audited
  financial statements referred to in Section 3.4
  and, if any such change has occurred, specifying
  the effect of such change on the financial
  statements accompanying such certificate;

  (d)  concurrently with any delivery of financial
  statements under clause (a) above, a certificate of
  the accounting firm that reported on such financial
  statements stating whether they obtained knowledge
  during the course of their examination of such
  financial statements of any Default (which
  certificate may be limited to the extent required
  by accounting rules or guidelines);

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

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

  The requirements of Sections 5.1(a), (b) and (e)
  shall be deemed to be satisfied if the Borrower
  shall have made such materials available to the
  Lenders and the Administrative Agent, including by
  electronic transmission, within the time periods
  specified therefor, in which case "delivery" of
  such statements for purposes of Section 5.1(c) and
  (d) shall mean making such statements available in
  such fashion.

  SECTION 5.2.__Notices of Material Events.  The
  Borrower will furnish to the Administrative Agent
  and each Lender prompt written notice of the
  following:

            (a)       the occurrence of any Default;

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

            (c)       the occurrence of any ERISA
  Event that, alone or together with any other ERISA
  Events that have occurred, could reasonably be
  expected to result in a Material Adverse Effect; and

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

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

  SECTION 5.3.__Existence; Conduct of Business.  The
  Borrower will, and will cause each of its
  Subsidiaries to, do or cause to be done all things
  necessary to preserve, renew and keep in full force
  and effect its legal existence and the rights,
  licenses, permits, privileges and franchises
  material to the conduct of its business; provided
  that the foregoing shall not prohibit any merger,
  consolidation, liquidation or dissolution permitted
  under Section 6.4.

  SECTION 5.4.__      Payment of Obligations.  The
  Borrower will, and will cause each of its
  Subsidiaries to, pay its obligations, including Tax
  liabilities, that, if not paid, could result in a
  Material Adverse Effect before the same shall
  become delinquent or in default, except where (a)
  the validity or amount thereof is being contested
  in good faith by appropriate proceedings, (b) the
  Borrower or such Subsidiary has set aside on its
  books adequate reserves with respect thereto in
  accordance with GAAP and (c) the failure to make
  payment pending such contest could not reasonably
  be expected to result in a Material Adverse Effect.

  SECTION 5.5.__Maintenance of Properties; Insurance.
   The Borrower will, and will cause each of its
  Subsidiaries to, (a) keep and maintain all property
  material to the conduct of its business in good
  working order and condition, ordinary wear and tear
  excepted, and (b) maintain, with financially sound
  and reputable insurance companies, insurance in
  such amounts and against such risks as are
  customarily maintained by companies engaged in the
  same or similar businesses operating in the same or
  similar locations.

  SECTION 5.6.__Books and Records; Inspection Rights.
   The Borrower will, and will cause each of its
  Subsidiaries to, keep proper books of record and
  account in which full, true and correct entries are
  made of all dealings and transactions in relation
  to its business and activities.  The Borrower will,
  and will cause each of its Subsidiaries to, permit
  any representatives designated by the
  Administrative Agent or any Lender, upon reasonable
  prior notice, to visit and inspect its properties,
  to examine and make extracts from its books and
  records, and to discuss its affairs, finances and
  condition with its officers and independent
  accountants, all at such reasonable times and as
  often as reasonably requested.

  SECTION 5.7.__      Compliance with Laws.  The
  Borrower will, and will cause each of its
  Subsidiaries to, comply with all laws, rules,
  regulations and orders of any Governmental
  Authority applicable to it or its property, except
  where the failure to do so, individually or in the
  aggregate, could not reasonably be expected to
  result in a Material Adverse Effect.

  SECTION 5.8.__      Use of Proceeds and Letters of
  Credit.  The proceeds of the Loans will be used for
  general corporate purposes of the Borrower and its
  Subsidiaries, including, without limitation, to
  repurchase the Borrowers Capital Stock and
  debentures, to finance investments and acquisitions
  and to provide working capital to the Borrower and
  its Subsidiaries.  No part of the proceeds of any
  Loan will be used, whether directly or indirectly,
  for any purpose that entails a violation of any of
  the Regulations of the Board, including Regulations
  U and X.

  ARTICLE VI
  Negative Covenants

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

  SECTION 6.1.__      Financial Covenants

            (a)  Leverage Ratio.  The Borrower will
  not permit the Leverage Ratio as at the last day of
  any period of four consecutive fiscal quarters of
  the Borrower to exceed 3.25 to 1.00.

           (b)  Consolidated Net Worth.  The Borrower
  will not permit Consolidated Net Worth at any time
  to be less than the sum of (i) $800,000,000, (ii)
  25% of cumulative Consolidated Net Income for each
  fiscal quarter of the Borrower (beginning with the
  fiscal quarter ending September 30, 2004) for which
  Consolidated Net Income is positive and (iii) 100%
  of the Net Cash Proceeds of any common equity
  issued by the Borrower after the Effective Date.

  SECTION 6.2.__Liens.  The Borrower will not, and
  will not permit any Subsidiary to, create, incur,
  assume or permit to exist any Lien on any property
  or asset now owned or hereafter acquired by it, or
  assign or sell any income or revenues (including
  accounts receivable) or rights in respect of any
  thereof, except:

            (a)       Permitted Encumbrances;

            (b)       any Lien on any property or
  asset of the Borrower or any Subsidiary existing on
  the date hereof and set forth in Schedule 6.2;
  provided that (i) such Lien shall not apply to any
  other property or asset of the Borrower or any
  Subsidiary and (ii) such Lien shall secure only
  those obligations which it secures on the date
  hereof and extensions, renewals and replacements
  thereof that do not increase the outstanding
  principal amount thereof;

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

            (d)       Liens on fixed or capital
  assets acquired, constructed or improved by the
  Borrower or any Subsidiary; provided that (i) such
  security interests secure Indebtedness having an
  aggregate principal amount not exceeding
  $50,000,000 at any time outstanding, (ii) such
  security interests and the Indebtedness secured
  thereby are incurred prior to or within 90 days
  after such acquisition or the completion of such
  construction or improvement, (iii) the Indebtedness
  secured thereby does not exceed 100% of the cost of
  acquiring, constructing or improving such fixed or
  capital assets and (iv) such security interests
  shall not apply to any other property or assets of
  the Borrower or any Subsidiary;

         (e)   Liens (not otherwise permitted
  hereunder) which secure Indebtedness of the
  Borrower; provided that the aggregate outstanding
  principal amount of Indebtedness secured by such
  Liens shall not exceed 10% of Consolidated Total
  Assets as reflected in the most recent annual
  audited or quarterly consolidated financial
  statements of the Borrower delivered pursuant to
  Section 5.1 at the time of the creation of such Liens;

    (f)        Liens on assets of Foreign
  Subsidiaries (not otherwise permitted hereunder)
  which secure Indebtedness of Foreign Subsidiaries
  which is not guaranteed by the Borrower; and

            (g)       Liens which may arise in
  connection with the Receivables Facility.

  SECTION 6.3.__      Fundamental Changes.  The
  Borrower will not, and will not permit any
  Subsidiary to, merge into or consolidate with any
  other Person, or permit any other Person to merge
  into or consolidate with it, or sell, transfer,
  lease or otherwise dispose of (in one transaction
  or in a series of transactions) all or
  substantially all of its assets, or all or
  substantially all of the stock of any of its
  Subsidiaries (in each case, whether now owned or
  hereafter acquired), or liquidate or dissolve,
  except that, if at the time thereof and immediately
  after giving effect thereto no Default shall have
  occurred and be continuing (a) any Subsidiary may
  merge into the Borrower in a transaction in which
  the Borrower is the surviving corporation, (b) any
  Subsidiary may merge into any wholly-owned
  Subsidiary in a transaction in which the surviving
  entity is a Subsidiary, (c) any Subsidiary may
  sell, transfer, lease or otherwise dispose of its
  assets to the Borrower or to another wholly-owned
  Subsidiary and (d) any Subsidiary may liquidate or
  dissolve if the Borrower determines in good faith
  that such liquidation or dissolution is in the best
  interests of the Borrower and is not materially
  disadvantageous to the Lenders.

  SECTION 6.4.__      Third Party Guarantees.  The
  Borrower will not, and will not permit any of its
  Subsidiaries to, deliver or provide Guarantees in
  respect of obligations of unconsolidated joint
  ventures and other Persons not constituting
  Subsidiaries in an aggregate amount exceeding
  $50,000,000 at any time.

  ARTICLE VII
  Events of Default

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

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

            (b)  the Borrower shall fail to pay any
  interest on any Loan or any fee or any other amount
  (other than an amount referred to in clause (a) of
  this Article) payable under this Agreement, when
  and as the same shall become due and payable, and
  such failure shall continue unremedied for a period
  of five days;

           (c)  any representation or warranty made
  or deemed made by or on behalf of the Borrower or
  any Subsidiary in or in connection with this
  Agreement or any amendment or modification hereof,
  or in any report, certificate, financial statement
  or other document furnished pursuant to or in
  connection with this Agreement or any amendment or
  modification hereof, shall prove to have been
  incorrect when made or deemed made;

   (d)  the Borrower shall fail to observe or perform
  any covenant, condition or agreement contained in
  Section 5.2, 5.3 (with respect to the Borrower's
  existence) or 5.8 or in Article VI;

            (e)  the Borrower shall fail to observe
  or perform any covenant, condition or agreement
  contained in this Agreement (other than those
  specified in clause (a), (b) or (d) of this
  Article), and such failure shall continue
  unremedied for a period of 30 days after notice
  thereof from the Administrative Agent (given at the
  request of any Lender) to the Borrower;

   (f)  the Borrower or any Subsidiary shall fail to
  make any payment (whether of principal or interest
  and regardless of amount) in respect of any
  Material Indebtedness, when and as the same shall
  become due and payable;

  (g)  any event or condition occurs that results in
  any Material Indebtedness becoming due prior to its
  scheduled maturity or that enables or permits (with
  or without the giving of notice, the lapse of time
  or both) the holder or holders of any Material
  Indebtedness or any trustee or agent on its or
  their behalf to cause any Material Indebtedness to
  become due, or to require the prepayment,
  repurchase, redemption or defeasance thereof, prior
  to its scheduled maturity; provided that this
  clause (g) shall not apply to secured Indebtedness
  that becomes due as a result of the voluntary sale
  or transfer of the property or assets securing such
  Indebtedness;

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

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

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

            (k)       one or more judgments for the
  payment of money in an aggregate amount in excess
  of $50,000,000 shall be rendered against the
  Borrower, any Subsidiary or any combination thereof
  and the same shall remain undischarged for a period
  of 30 consecutive days during which execution shall
  not be effectively stayed, or any action shall be
  legally taken by a judgment creditor to attach or
  levy upon any assets of the Borrower or any
  Subsidiary to enforce any such judgment;

            (l)       an ERISA Event shall have
  occurred that, in the opinion of the Required
  Lenders, when taken together with all other ERISA
  Events that have occurred, could reasonably be
  expected to result in a Material Adverse Effect; or

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

  ARTICLE VIII
  The Administrative Agent

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

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

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

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

  The Administrative Agent may perform any and all
  its duties and exercise its rights and powers by or
  through any one or more sub-agents appointed by the
  Administrative Agent.  The Administrative Agent and
  any such sub-agent may perform any and all its
  duties and exercise its rights and powers through
  their respective Related Parties.  The exculpatory
  provisions of the preceding paragraphs shall apply
  to any such sub-agent and to the Related Parties of
  the Administrative Agent and any such sub-agent,
  and shall apply to their respective activities in
  connection with the syndication of the credit
  facilities provided for herein as well as
  activities as Administrative Agent.

  Subject to the appointment and acceptance of a
  successor Administrative Agent as provided in this
  paragraph, the Administrative Agent may resign at
  any time by notifying the Lenders, the Issuing Bank
  and the Borrower.  Upon any such resignation, the
  Required Lenders shall have the right, in
  consultation with the Borrower, to appoint a
  successor.  If no successor shall have been so
  appointed by the Required Lenders and shall have
  accepted such appointment within 30 days after the
  retiring Administrative Agent gives notice of its
  resignation, then the retiring Administrative Agent
  may, on behalf of the Lenders and the Issuing Bank,
  appoint a successor Administrative Agent which
  shall be a bank with an office in New York, New
  York, or an Affiliate of any such bank.  Upon the
  acceptance of its appointment as Administrative
  Agent hereunder by a successor, such successor
  shall succeed to and become vested with all the
  rights, powers, privileges and duties of the
  retiring Administrative Agent, and the retiring
  Administrative Agent shall be discharged from its
  duties and obligations hereunder.  The fees payable
  by the Borrower to a successor Administrative Agent
  shall be the same as those payable to its
  predecessor unless otherwise agreed between the
  Borrower and such successor.  After the
  Administrative Agent's resignation hereunder, the
  provisions of this Article and Section 9.3 shall
  continue in effect for its benefit in respect of
  any actions taken or omitted to be taken by it
  while it was acting as Administrative Agent.

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

  None of the Syndication Agent or any Documentation
  Agent or the Joint Lead Arrangers and Joint Bank
  Managers named on the cover hereof shall have any
  rights or obligations in its capacity as such.

  ARTICLE IX
  Miscellaneous

  SECTION 9.1.__      Notices.  Except in the case of
  notices and other communications expressly
  permitted to be given by telephone or electronic
  communication, all notices and other communications
  provided for herein shall be in writing and shall
  be delivered by hand or overnight courier service,
  mailed by certified or registered mail or sent by
  telecopy, as follows:

            (a)       if to the Borrower, to it at
  BorgWarner Inc., 200 South Michigan Avenue,
  Chicago, Illinois, 60604, Attention of Vice
  President and Treasurer  (Telecopy No.
  312-322-8712) (Treasurycash@bwauto.com);

            (b)       if to the Administrative Agent,
  to it at JPMorgan Chase Bank, 1111 Fannin   10th
  Floor, Houston, TX 77002, Attention of Michael V.
  Chau (Telecopy No. 713-750-2938)
  (michael.v.chau@chase.com), with a copy to (i)
  JPMorgan Chase Bank,  270 Park Avenue, New York
  10017, Attention of Richard Duker (Telecopy No.
  212-270-5127) Richard.Duker@jpmorgan.com) and (ii)
  with respect to matters relating to Loans
  denominated in Alternative Currencies, J.P. Morgan
  Europe Limited, 125 London Wall, London EC2Y 5AJ,
  England, Attention of Nichola Hall (Telecopy No.
  +44-207-777-2542) (Nichola.Hall@jpmorgan.com);

  (c)   if to the Issuing Bank, to it at JPMorgan
  Chase Bank, 10420 Highland Manor Drive BL2, 4th
  Floor, Tampa, FL 33610, Attention of James Alonzo
  (Telecopy No. 813-432-5161) (james.Alonzo@chase.com);

            (d)       if to the Swingline Lender, to
  it at JPMorgan Chase Bank, 1111 Fannin  10th Floor,
  Houston, TX 77002, Attention of  Michael V. Chau
  (Telecopy No. 713-750-2938)
  (michael.v.chau@chase.com), with a copy to JPMorgan
  Chase Bank,  270 Park Avenue, New York 10017,
  Attention of Richard Duker (Telecopy No.
  212-270-5127) (Richard.Duker@ jpmorgan.com); and

            (e)       if to any other Lender, to it
  at its address (or telecopy number) set forth in
  its Administrative Questionnaire.

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

  SECTION 9.2.__      Waivers; Amendments.  (a)    No
  failure or delay by the Administrative Agent, the
  Issuing Bank or any Lender in exercising any right
  or power hereunder shall operate as a waiver
  thereof, nor shall any single or partial exercise
  of any such right or power, or any abandonment or
  discontinuance of steps to enforce such a right or
  power, preclude any other or further exercise
  thereof or the exercise of any other right or
  power.  The rights and remedies of the
  Administrative Agent, the Issuing Bank and the
  Lenders hereunder are cumulative and are not
  exclusive of any rights or remedies that they would
  otherwise have.  No waiver of any provision of this
  Agreement or consent to any departure by the
  Borrower therefrom shall in any event be effective
  unless the same shall be permitted by paragraph (b)
  of this Section, and then such waiver or consent
  shall be effective only in the specific instance
  and for the purpose for which given.  Without
  limiting the generality of the foregoing, the
  making of a Loan or issuance of a Letter of Credit
  shall not be construed as a waiver of any Default,
  regardless of whether the Administrative Agent, any
  Lender or the Issuing Bank may have had notice or
  knowledge of such Default at the time.

            (b)       Neither this Agreement nor any
  provision hereof may be waived, amended or modified
  except pursuant to an agreement or agreements in
  writing entered into by the Borrower and the
  Required Lenders or by the Borrower and the
  Administrative Agent with the consent of the
  Required Lenders; provided that no such agreement
  shall (i) increase the Commitment of any Lender
  without the written consent of such Lender, (ii)
  reduce the principal amount of any Loan or LC
  Disbursement or reduce the rate of interest
  thereon, or reduce any fees payable hereunder,
  without the written consent of each Lender affected
  thereby, (iii) postpone the scheduled date of
  payment of the principal amount of any Loan or LC
  Disbursement, or any interest thereon, or any fees
  payable hereunder, or reduce the amount of, waive
  or excuse any such payment, or postpone the
  scheduled date of expiration of any Commitment,
  without the written consent of each Lender affected
  thereby, (iv) change Section 2.19(b) or (c) in a
  manner that would alter the pro rata sharing of
  payments required thereby, without the written
  consent of each Lender, or (v) change any of the
  provisions of this Section or any other provision
  hereof specifying the number or percentage of
  Lenders required to waive, amend or modify any
  rights hereunder or make any determination or grant
  any consent hereunder, without the written consent
  of each Lender; provided further that no such
  agreement shall amend, modify or otherwise affect
  the rights or duties of the Administrative Agent,
  the Issuing Bank or the Swingline Lender hereunder
  without the prior written consent of the
  Administrative Agent, the Issuing Bank or the
  Swingline Lender, as the case may be.
  Notwithstanding the foregoing, any amendment of
  this Agreement entered into to effect an increase
  in the Commitments pursuant to Section 2.1(e) need
  not be approved by the Lenders and shall be
  effective when approved by the Administrative Agent
  and the Borrower.

  SECTION 9.3.__      Expenses; Indemnity; Damage
  Waiver.  (a)    The Borrower shall pay (i) all
  reasonable out-of-pocket expenses incurred by the
  Administrative Agent, the Joint Lead Arrangers and
  their Affiliates, including the reasonable fees,
  charges and disbursements of counsel for the
  Administrative Agent and the Joint Lead Arrangers,
  in connection with the syndication of the credit
  facilities provided for herein, the preparation and
  administration of this Agreement or any amendments,
  modifications or waivers of the provisions hereof
  (whether or not the transactions contemplated
  hereby or thereby shall be consummated), (ii) all
  reasonable out-of-pocket expenses incurred by the
  Issuing Bank in connection with the issuance,
  amendment, renewal or extension of any Letter of
  Credit or any demand for payment thereunder and
  (iii) all reasonable out-of-pocket expenses
  incurred by the Administrative Agent, the Issuing
  Bank or any Lender, including the fees, charges and
  disbursements of one counsel for the Administrative
  Agent, the Issuing Bank and the Lenders (unless
  using such counsel would present a conflict of
  interest, in which case, the Borrower shall pay the
  reasonable fees, charges and disbursements of one
  additional counsel), in connection with the
  enforcement or protection of their rights in
  connection with this Agreement, including their
  rights under this Section, or in connection with
  the Loans made or Letters of Credit issued
  hereunder, including in connection with any
  workout, restructuring or negotiations in respect
  thereof.

            (b)       The Borrower shall indemnify
  the Administrative Agent, the Joint Lead Arrangers,
  the Issuing Bank and each Lender, and each Related
  Party of any of the foregoing Persons (each such
  Person being called an "Indemnitee") against, and
  hold each Indemnitee harmless from, any and all
  losses, claims, damages, liabilities and related
  expenses, including the reasonable fees, charges
  and disbursements of any counsel for any Indemnitee
  (notwithstanding any limitation in Section
  9.3(a)(ii)), incurred by or asserted against any
  Indemnitee arising out of, in connection with, or
  as a result of (i) the execution or delivery of
  this Agreement or any agreement or instrument
  contemplated hereby, the performance by the parties
  hereto of their respective obligations hereunder or
  the consummation of the Transactions or any other
  transactions contemplated hereby, (ii) any Loan or
  Letter of Credit or the use of the proceeds
  therefrom (including any refusal by the Issuing
  Bank to honor a demand for payment under a Letter
  of Credit if the documents presented in connection
  with such demand do not strictly comply with the
  terms of such Letter of Credit), (iii) any actual
  or alleged presence or release of Hazardous
  Materials on or from any property owned or operated
  by the Borrower or any of its Subsidiaries, or any
  Environmental Liability related in any way to the
  Borrower or any of its Subsidiaries, or (iv) any
  actual or prospective claim, litigation,
  investigation or proceeding relating to any of the
  foregoing, whether based on contract, tort or any
  other theory and regardless of whether any
  Indemnitee is a party thereto; provided that such
  indemnity shall not, as to any Indemnitee or its
  Related Parties, be available to the extent that
  such losses, claims, damages, liabilities or
  related expenses are determined by a court of
  competent jurisdiction by final and nonappealable
  judgment to have resulted from the gross negligence
  or willful misconduct of such Indemnitee or its
  Related Parties.

            (c)       To the extent that the Borrower
  fails to pay any amount required to be paid by it
  to the Administrative Agent, a Joint Lead Arranger,
  the Issuing Bank or the Swingline Lender under
  paragraph (a) or (b) of this Section, each Dollar
  Lender severally agrees to pay to the
  Administrative Agent, such Joint Lead Arranger, the
  Issuing Bank or the Swingline Lender, as the case
  may be, such Lender's Applicable Percentage under
  the Dollar Facility (determined as of the time that
  the applicable unreimbursed expense or indemnity
  payment is sought) of such unpaid amount; provided
  that the unreimbursed expense or indemnified loss,
  claim, damage, liability or related expense, as the
  case may be, was incurred by or asserted against
  the Administrative Agent, such Joint Book Arranger,
  the Issuing Bank or the Swingline Lender in its
  capacity as such.

            (d)       To the extent permitted by
  applicable law, the Borrower shall not assert, and
  hereby waives, any claim against any Indemnitee, on
  any theory of liability, for special, indirect,
  consequential or punitive damages (as opposed to
  direct or actual damages) arising out of, in
  connection with, or as a result of, this Agreement
  or any agreement or instrument contemplated hereby,
  the Transactions, any Loan or Letter of Credit or
  the use of the proceeds thereof.

  SECTION 9.4.__      Successors and Assigns.  (a)
  The provisions of this Agreement shall be binding
  upon and inure to the benefit of the parties hereto
  and their respective successors and assigns
  permitted hereby, except that the Borrower may not
  assign or otherwise transfer any of its rights or
  obligations hereunder without the prior written
  consent of each Lender (and any attempted
  assignment or transfer by the Borrower without such
  consent shall be null and void).  Nothing in this
  Agreement, expressed or implied, shall be construed
  to confer upon any Person (other than the parties
  hereto, their respective successors and assigns
  permitted hereby and, to the extent expressly
  contemplated hereby, the Related Parties of each of
  the Administrative Agent, the Issuing Bank and the
  Lenders) any legal or equitable right, remedy or
  claim under or by reason of this Agreement.

            (b)       Any Lender may assign to one or
  more assignees all or a portion of its rights and
  obligations under this Agreement (including all or
  a portion of its Commitments and the Loans at the
  time owing to it); provided that (i) each of the
  Borrower (except in the case of an assignment to a
  Lender or an Affiliate of a Lender) and the
  Administrative Agent (and, in the case of an
  assignment of all or a portion of a Commitment or
  any Lender's obligations in respect of its LC
  Exposure or Swingline Exposure, the Issuing Bank
  and the Swingline Lender) must give their prior
  written consent to such assignment (which consent
  shall not be unreasonably withheld), (ii) except in
  the case of an assignment to a Lender or an
  Affiliate of a Lender or an assignment of the
  entire remaining amount of the assigning Lender's
  Commitment, the amount of the Commitment of the
  assigning Lender subject to each such assignment
  (determined as of the date the Assignment and
  Acceptance with respect to such assignment is
  delivered to the Administrative Agent) shall not be
  less than $5,000,000 and after giving effect
  thereto the assigning Lender and its Affiliates
  shall hold Commitments of not less than $5,000,000
  (except in the case of an assignment to the entire
  remaining amount of the assigning Lender's
  Commitment), in each case unless each of the
  Borrower and the Administrative Agent otherwise
  consent, (iii) each partial assignment shall be
  made as an assignment of a proportionate part of
  all the assigning Lender's rights and obligations
  under the assigned Commitment, except that this
  clause (iii) shall not apply to rights in respect
  of outstanding Competitive Loans, (iv) the parties
  to each assignment shall execute and deliver to the
  Administrative Agent an Assignment and Acceptance,
  together with a processing and recordation fee of
  $3,500, (v) any assignment by a Lender of its
  Commitments under the Dollar Facility, the Euro
  Facility, the Sterling Facility or the Yen Facility
  shall be accompanied by a ratable assignment (to
  the extent practical) of its Commitments under such
  other Facilities, unless otherwise agreed by the
  Borrower and the Administrative Agent, and (vi) the
  assignee, if it shall not be a Lender, shall
  deliver to the Administrative Agent an
  Administrative Questionnaire; provided further that
  any consent of the Borrower otherwise required
  under this paragraph shall not be required if an
  Event of Default has occurred and is continuing.
  Upon acceptance and recording pursuant to paragraph
  (d) of this Section, from and after the effective
  date specified in each Assignment and Acceptance,
  the assignee thereunder shall be a party hereto
  and, to the extent of the interest assigned by such
  Assignment and Acceptance, have the rights and
  obligations of a Lender under this Agreement, and
  the assigning Lender thereunder shall, to the
  extent of the interest assigned by such Assignment
  and Acceptance, be released from its obligations
  under this Agreement (and, in the case of an
  Assignment and Acceptance covering all of the
  assigning Lender's rights and obligations under
  this Agreement, such Lender shall cease to be a
  party hereto but shall continue to be entitled to
  the benefits of Sections 2.16, 2.17, 2.18 and 9.3).
   Any assignment or transfer by a Lender of rights
  or obligations under this Agreement that does not
  comply with this paragraph shall be treated for
  purposes of this Agreement as a sale by such Lender
  of a participation in such rights and obligations
  in accordance with paragraph (e) of this Section.

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

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

            (e)       Any Lender may, without the
  consent of the Borrower, the Administrative Agent,
  the Issuing Bank or the Swingline Lender, sell
  participations to one or more banks or other
  entities (a "Participant") in all or a portion of
  such Lender's rights and obligations under this
  Agreement (including all or a portion of its
  Commitments and the Loans owing to it); provided
  that (i) such Lender's obligations under this
  Agreement shall remain unchanged, (ii) such Lender
  shall remain solely responsible to the other
  parties hereto for the performance of such
  obligations and (iii) the Borrower, the
  Administrative Agent, the Issuing Bank and the
  other Lenders shall continue to deal solely and
  directly with such Lender in connection with such
  Lender's rights and obligations under this
  Agreement.  Any agreement or instrument pursuant to
  which a Lender sells such a participation shall
  provide that such Lender shall retain the sole
  right to enforce this Agreement and to approve any
  amendment, modification or waiver of any provision
  of this Agreement; provided that such agreement or
  instrument may provide that such Lender will not,
  without the consent of the Participant, agree to
  any amendment, modification or waiver described in
  the first proviso to Section 9.2(b) that affects
  such Participant.  Subject to paragraph (f) of this
  Section, the Borrower agrees that each Participant
  shall be entitled to the benefits of Sections 2.16,
  2.17 and 2.18 to the same extent as if it were a
  Lender and had acquired its interest by assignment
  pursuant to paragraph (b) of this Section.

            (f)       A Participant shall not be
  entitled to receive any greater payment under
  Section 2.16 or 2.18 than the applicable Lender
  would have been entitled to receive with respect to
  the participation sold to such Participant, unless
  the sale of the participation to such Participant
  is made with the Borrower's prior written consent.
  A Participant that would be a Foreign Lender if it
  were a Lender shall not be entitled to the benefits
  of Section 2.18 unless the Borrower is notified of
  the participation sold to such Participant and such
  Participant agrees, for the benefit of the
  Borrower, to comply with Section 2.18(e) as though
  it were a Lender.

            (g)       Any Lender may at any time
  pledge or assign a security interest in all or any
  portion of its rights under this Agreement to
  secure obligations of such Lender, including any
  such pledge or assignment to a Federal Reserve
  Bank, and this Section shall not apply to any such
  pledge or assignment of a security interest;
  provided that no such pledge or assignment of a
  security interest shall release a Lender from any
  of its obligations hereunder or substitute any such
  assignee for such Lender as a party hereto.

  SECTION 9.5.__      Survival.  All covenants,
  agreements, representations and warranties made by
  the Borrower herein and in the certificates or
  other instruments delivered in connection with or
  pursuant to this Agreement shall be considered to
  have been relied upon by the other parties hereto
  and shall survive the execution and delivery of
  this Agreement and the making of any Loans and
  issuance of any Letters of Credit, regardless of
  any investigation made by any such other party or
  on its behalf and notwithstanding that the
  Administrative Agent, the Issuing Bank or any
  Lender may have had notice or knowledge of any
  Default or incorrect representation or warranty at
  the time any credit is extended hereunder, and
  shall continue in full force and effect as long as
  the principal of or any accrued interest on any
  Loan or any fee or any other amount payable under
  this Agreement is outstanding and unpaid or any
  Letter of Credit is outstanding and so long as the
  Commitments have not expired or terminated.  The
  provisions of Sections 2.16, 2.17, 2.18 and 9.3 and
  Article VIII shall survive and remain in full force
  and effect regardless of the consummation of the
  transactions contemplated hereby, the repayment of
  the Loans, the expiration or termination of the
  Letters of Credit and the Commitments or the
  termination of this Agreement or any provision hereof.

  SECTION 9.6.__      Counterparts; Integration;
  Effectiveness.  This Agreement may be executed in
  counterparts (and by different parties hereto on
  different counterparts), each of which shall
  constitute an original, but all of which when taken
  together shall constitute a single contract.  This
  Agreement and any separate letter agreements with
  respect to fees payable to the Administrative Agent
  constitute the entire contract among the parties
  relating to the subject matter hereof and supersede
  any and all previous agreements and understandings,
  oral or written, relating to the subject matter
  hereof.  Except as provided in Section 4.1, this
  Agreement shall become effective when it shall have
  been executed by the Administrative Agent and when
  the Administrative Agent shall have received
  counterparts hereof which, when taken together,
  bear the signatures of each of the other parties
  hereto, and thereafter shall be binding upon and
  inure to the benefit of the parties hereto and
  their respective successors and assigns.  Delivery
  of an executed counterpart of a signature page of
  this Agreement by telecopy shall be effective as
  delivery of a manually executed counterpart of this
  Agreement.

  SECTION 9.7.__      Severability.  Any provision of
  this Agreement held to be invalid, illegal or
  unenforceable in any jurisdiction shall, as to such
  jurisdiction, be ineffective to the extent of such
  invalidity, illegality or unenforceability without
  affecting the validity, legality and enforceability
  of the remaining provisions hereof; and the
  invalidity of a particular provision in a
  particular jurisdiction shall not invalidate such
  provision in any other jurisdiction.

  SECTION 9.8.__      Right of Setoff.  If an Event
  of Default shall have occurred and be continuing,
  each Lender is hereby authorized at any time and
  from time to time, to the fullest extent permitted
  by law, to set off and apply any and all deposits
  (general or special, time or demand, provisional or
  final) at any time held and other indebtedness at
  any time owing by such Lender to or for the credit
  or the account of the Borrower against any of and
  all the obligations of the Borrower now or
  hereafter existing under this Agreement held by
  such Lender, irrespective of whether or not such
  Lender shall have made any demand under this
  Agreement and although such obligations may be
  unmatured.  In the event that amounts set off in
  one currency are applied to obligations in a
  different currency, the rate of exchange shall be
  the Exchange Rate as in effect at the time of
  application.  The rights of each Lender under this
  Section are in addition to other rights and
  remedies (including other rights of setoff) which
  such Lender may have.

  SECTION 9.9.__      Governing Law; Jurisdiction;
  Consent to Service of Process.  (a)    This
  Agreement shall be construed in accordance with and
  governed by the law of the State of New York.

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

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

            (d)       Each party to this Agreement
  irrevocably consents to service of process in the
  manner provided for notices in Section 9.1.
  Nothing in this Agreement will affect the right of
  any party to this Agreement to serve process in any
  other manner permitted by law.

  SECTION 9.10.__     WAIVER OF JURY TRIAL.  EACH
  PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
  PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
  TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
  OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
  AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
  (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
  THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
  REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
  PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
  SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
  LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
  AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
  HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
  AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
  WAIVERS AND CERTIFICATIONS IN THIS SECTION.

  SECTION 9.11.__     Headings.  Article and Section
  headings and the Table of Contents used herein are
  for convenience of reference only, are not part of
  this Agreement and shall not affect the
  construction of, or be taken into consideration in
  interpreting, this Agreement.

  SECTION 9.12.__     Confidentiality.  Each of the
  Administrative Agent, the Issuing Bank and the
  Lenders agrees to maintain the confidentiality of
  the Information (as defined below), except that
  Information may be disclosed (a) to its and its
  Affiliates' directors, officers, employees and
  agents, including accountants, legal counsel and
  other advisors (it being understood that the
  Persons to whom such disclosure is made will be
  informed of the confidential nature of such
  Information and instructed to keep such Information
  confidential), (b) to the extent requested by any
  regulatory authority, (c) to the extent required by
  applicable laws or regulations or by any subpoena
  or similar legal process, (d) to any other party to
  this Agreement, (e) in connection with the exercise
  of any remedies hereunder or any suit, action or
  proceeding relating to this Agreement or the
  enforcement of rights hereunder, (f) subject to an
  agreement containing provisions substantially the
  same as those of this Section, to (i) any assignee
  of or Participant in, or any prospective assignee
  of or Participant in, any of its rights or
  obligations under this Agreement or (ii) any actual
  or prospective counterparty (or its advisors) to
  any swap or derivative transaction relating to the
  Borrower and its obligations, (g) with the consent
  of the Borrower or (h) to the extent such
  Information (i) becomes publicly available other
  than as a result of a breach of this Section or
  (ii) becomes available to the Administrative Agent,
  the Issuing Bank or any Lender on a nonconfidential
  basis from a source other than the Borrower,
  provided that, if Information is disclosed pursuant
  to clause (b) or (c) above, the Administrative
  Agent, the Issuing Bank or such Lender, as the case
  may be, shall use its best efforts to promptly
  notify the Borrower prior to such disclosure unless
  it is legally prohibited from doing so or unless
  such disclosure is in connection with customary
  reviews by bank examiners.  For the purposes of
  this Section, "Information" means all information
  received from the Borrower relating to the Borrower
  or its business, other than any such information
  that is available to the Administrative Agent, the
  Issuing Bank or any Lender on a nonconfidential
  basis prior to disclosure by the Borrower; provided
  that, in the case of information received from the
  Borrower after the date hereof, such information is
  clearly identified at the time of delivery as
  confidential.  Any Person required to maintain the
  confidentiality of Information as provided in this
  Section shall be considered to have complied with
  its obligation to do so if such Person has
  exercised the same degree of care to maintain the
  confidentiality of such Information as such Person
  would accord to its own confidential information.

  SECTION 9.13.__     Judgment Currency.  If, for the
  purposes of obtaining judgment or filing a claim in
  any court, it is necessary to convert a sum due
  hereunder or claim in one currency into another
  currency, the rate of exchange used shall be that
  at which in accordance with normal banking
  procedures the Administrative Agent could purchase
  the first currency with such other currency on the
  Business Day preceding that on which final judgment
  is given.  The obligation of the Borrower in
  respect of any such sum due from it to the
  Administrative Agent or the Lenders hereunder
  shall, notwithstanding any judgment in a currency
  (the "Judgment Currency") other than that in which
  such sum is denominated in accordance with the
  applicable provisions of this Agreement (the
  "Agreement Currency"), be discharged only to the
  extent that on the Business Day following receipt
  by the Administrative Agent of any sum adjudged to
  be so due in the Judgment Currency, the
  Administrative Agent may in accordance with normal
  banking procedures purchase the Agreement Currency
  with the Judgment Currency.  If the amount of the
  Agreement Currency so purchased is less than the
  sum originally due to the Administrative Agent from
  the Borrower in the Agreement Currency, the
  Borrower agrees, as a separate obligation and
  notwithstanding any such judgment, to indemnify the
  Administrative Agent or the Person to whom such
  obligation was owing against such loss.  If the
  amount of the Agreement Currency so purchased is
  greater than the sum originally due to the
  Administrative Agent in such currency, the
  Administrative Agent agrees to return the amount of
  any excess to the Borrower (or to any other Person
  who may be entitled thereto under applicable law).

  SECTION 9.14.__     Loan Conversion/Participation.
  (a)  (i) On any Conversion Date, to the extent not
  otherwise prohibited by law or otherwise, all
  Revolving Loans outstanding in any currency other
  than Dollars ("Loans to be Converted") shall be
  converted into Dollars (calculated on the basis of
  the relevant Exchange Rates as of the Business Day
  immediately preceding the Conversion Date)
  ("Converted Loans"), and (ii) on the Conversion
  Date (A) each Dollar Lender severally,
  unconditionally and irrevocably agrees that it
  shall purchase in Dollars a participating interest
  in such Converted Loans in an amount equal to its
  Conversion Sharing Percentage (calculated
  immediately prior to the termination or expiration
  of the Commitments) of the outstanding principal
  amount of Converted Loans and (B) to the extent
  necessary to cause the Committed Exposure
  Percentage of each Lender, after giving effect to
  the purchase and sale of participating interests
  under the foregoing clause (A), to equal its
  Applicable Percentage under the Dollar Facility
  (calculated immediately prior to the termination or
  expiration of the Commitments), each Dollar Lender
  severally, unconditionally and irrevocably agrees
  that it shall purchase or sell a participating
  interest in its Dollar Revolving Loans then
  outstanding.  Each Dollar Lender will immediately
  transfer to the Administrative Agent, in
  immediately available funds, the amounts of its
  participation(s), and the proceeds of such
  participation(s) shall be distributed by
  Administrative Agent to each Lender from which a
  participating interest is being purchased in the
  amount(s) provided for in the preceding sentence.
  All Converted Loans shall be ABR Loans.  The
  Borrower agrees to indemnify each Lender for any
  loss or reasonable cost or expense arising out of
  the conversion of Loans from one currency to
  another pursuant to this Section.

            (b)       If, for any reason, the Loans
  to be Converted may not be converted into Dollars
  in the manner contemplated by paragraph (a) of this
  Section 9.14, (i) the Administrative Agent shall
  determine the Dollar Amount of the Loans to be
  Converted (calculated on the basis of the Exchange
  Rate as of the Business Day immediately preceding
  the date on which such conversion would otherwise
  occur pursuant to paragraph (a) of this Section
  9.14), (ii) effective on such Conversion Date, each
  Lender severally, unconditionally and irrevocably
  agrees that it shall purchase in Dollars a
  participating interest in such Loans to be
  Converted in an amount equal to its Conversion
  Sharing Percentage of such Loans to be Converted
  and (iii) each Dollar Lender shall purchase or sell
  participating interests as provided in paragraph
  (a)(ii) of this Section 9.14.  Each Dollar Lender
  will immediately transfer to the Administrative
  Agent, in immediately available funds, the
  amount(s) of its participation(s), and the proceeds
  of such participation(s) shall be distributed by
  the Administrative Agent to each relevant Lender in
  the amount(s) provided for in the preceding sentence.

            (c)       To the extent any Taxes are
  required to be withheld from any amounts payable by
  a Lender (the "First Lender") to another Lender
  (the "Other Lender") in connection with its
  participating interest in any Converted Loan, the
  Borrower, with respect to the relevant Loans made
  to it, shall be required to pay increased amounts
  to the Other Lender receiving such payments from
  the First Lender to the same extent they would be
  required under Section 2.18 if the Borrower were
  making payments with respect to the participating
  interest directly to the Other Lender.

  SECTION 9.15.__     USA PATRIOT Act.  Each Lender
  hereby notifies the Borrower that pursuant to the
  requirements of the USA Patriot Act (Title III of
  Pub. L. 107-56 (signed into law October 26, 2001))
  (the "Act2"), it is required to obtain, verify and
  record information that identifies the Borrower,
  which information includes the name and address of
  the Borrower and other information that will allow
  such Lender to identify the Borrower in accordance
  with the Act.

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

  BORGWARNER INC.,

  By  _________________________
  Name:
  Title:

  JPMORGAN CHASE BANK, individually and as
  Administrative Agent,

  By  _________________________
  Name:
  Title:

  BANK OF AMERICA, N.A., individually and as
  Syndication Agent,

  By _________________________
  Name:
  Title:

  CALYON NEW YORK BRANCH, individually and as
  Documentation Agent
  By  _________________________
  Name:
  Title:

  CITIBANK, N.A., individually and as Documentation
  Agent

  By  _________________________
  Name:
  Title:

  DEUTSCHE BANK SECURITIES INC., as Documentation Agent

  By  _________________________
  Name:
  Title:

  DEUTSCHE BANK AG NEW YORK BRANCH, as Lender

  By  _________________________
  Name:
  Title
  By  _________________________
  Name:
  Title: