EXECUTION COPY

                                                       [364-Day Credit Facility]







                                CREDIT AGREEMENT


                                      among


                                     WYETH,


                           THE LENDERS PARTIES HERETO


                           J.P. MORGAN SECURITIES INC.

                                       AND

                           SALOMON SMITH BARNEY INC.,
                  as Co-Lead Arrangers and Joint Book Managers


                                 CITIBANK, N.A.,
                              as Syndication Agent


                            THE BANK OF NOVA SCOTIA,
                          COMMERZBANK AG, NEW YORK AND
                            GRAND CAYMAN BRANCHES AND
                            UBS AG, STAMFORD BRANCH,
                           as Co-Documentation Agents


                                       and


                              JPMORGAN CHASE BANK,
                             as Administrative Agent



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                            Dated as of March 3, 2003

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     CREDIT  AGREEMENT,  dated as of March 3,  2003,  among  WYETH,  a  Delaware
corporation (the "Company"),  the several banks and other financial institutions
from  time to time  parties  to this  Agreement  (collectively,  the  "Lenders";
individually,  a "Lender"),  CITIBANK, N.A., a national banking corporation,  as
syndication agent (in such capacity,  the "Syndication Agent"), THE BANK OF NOVA
SCOTIA,  COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES and UBS AG, STAMFORD
BRANCH,  as  co-documentation  agents (in such capacity,  the  "Co-Documentation
Agents")  and  JPMORGAN  CHASE  BANK,  a  New  York  banking   corporation,   as
administrative   agent  for  the  Lenders  hereunder  (in  such  capacity,   the
"Administrative Agent").


                              W I T N E S S E T H:


     WHEREAS,  the Company has  requested  the Lenders to make loans to it in an
amount up to $1,350,000,000 as more particularly described herein;

     WHEREAS,  the  Lenders  are  willing  to make  such  loans on the terms and
conditions contained herein;


     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained herein, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this  Agreement,  terms defined in the preamble to
this Agreement have the meanings therein indicated, and the following terms have
the following meanings:

          "Absolute Rate Bid Loan Request":  any Bid Loan Request requesting the
     Bid Loan Lenders to offer to make Bid Loans at an absolute rate (as opposed
     to a rate composed of the Applicable Index Rate plus (or minus) a margin).

          "Adjusted  Capitalization":  at any  time,  the  sum  of  Consolidated
     Adjusted Indebtedness plus Consolidated Net Worth.

          "Administrative  Agent":  as  defined in the first  paragraph  of this
     Agreement.

          "Affiliate":  as to any Person,  any other Person  which,  directly or
     indirectly,  is in control of, is controlled by, or is under common control
     with,  such  Person.  For  purposes of this  definition,  a Person shall be
     deemed to be "controlled by" a Person if such Person possesses, directly or
     indirectly,  power either (a) to vote 10% or more of the securities  having
     ordinary  voting  power for the election of directors of such Person or (b)
     to direct or cause the  direction  of the  management  and policies of such
     Person whether by contract or otherwise.

          "Aggregate  Commitments":  at any time the sum of the Commitments then
     in effect hereunder.

          "Aggregate  Facilities  Commitments":  at  any  time  the  sum  of the
     Aggregate  Commitments then in effect hereunder and of the commitments then
     in effect under the 3-Year Credit Agreement.

          "Aggregate Loans": at a particular time, the sum of the then aggregate
     outstanding principal amount of Committed Rate Loans and Bid Loans.

          "Agreement":  this  Credit  Agreement,  as  amended,  supplemented  or
     modified from time to time in accordance with its terms.

          "Alternate  Base  Rate":  for any day,  a rate per annum  equal to the
     greatest of (a) the Prime Rate in effect on such day, (b) the Base C/D Rate
     in effect on such day plus 1% and (c) the Federal Funds  Effective  Rate in
     effect on such day plus 1/2 of 1%. For purposes hereof:  "Prime Rate" shall
     mean the rate of interest per annum publicly announced from time to time by
     JPMCB as its prime rate in effect at its principal  office in New York City
     (each  change in the Prime Rate to be  effective on the date such change is
     publicly  announced);  "Base C/D Rate" shall mean the sum (rounded upwards,
     if  necessary,  to the  next  1/16  of 1%) of (a)  the  product  of (i) the
     Three-Month Secondary C/D Rate and (ii) a fraction,  the numerator of which
     is one and the denominator of which is one minus the C/D Reserve Percentage
     and (b) the C/D  Assessment  Rate;  "Three-Month  Secondary C/D Rate" shall
     mean, for any day, the secondary  market rate for three-month  certificates
     of deposit  reported  as being in effect on such day (or, if such day shall
     not be a Business Day, the immediately preceding Business Day) by the Board
     of Governors of the Federal Reserve System (the "Board") through the public
     information  telephone line of the Federal  Reserve Bank of New York (which
     rate will,  under the current  practices  of the Board of  Governors of the
     Federal Reserve System, be published in Federal Reserve Statistical Release
     H.15(519)  during the week  following such day), or, if such rate shall not
     be so reported on such day or such immediately  preceding Business Day, the
     average of the secondary market quotations for three-month  certificates of
     deposit  of  major  money  center  banks  in  New  York  City  received  at
     approximately  10:00 A.M., New York City time, on such day (or, if such day
     shall not be a Business Day, on the immediately  preceding Business Day) by
     the Administrative Agent from three New York City negotiable certificate of
     deposit dealers of recognized  standing  selected by it; and "Federal Funds
     Effective Rate" shall mean, for any day, the weighted  average of the rates
     on overnight federal funds transactions with members of the Federal Reserve
     System  arranged  by  federal  funds  brokers,  as  published  on the  next
     succeeding  Business Day by the Federal  Reserve  Bank of New York,  or, if
     such rate is not so  published  on the next  succeeding  Business  Day, the
     average of the quotations for the day of such transactions  received by the
     Administrative  Agent  from  three  federal  funds  brokers  of  recognized
     standing selected by it. If for any reason the  Administrative  Agent shall
     have determined (which  determination shall be conclusive in the absence of
     manifest  error)  that it is unable to  ascertain  the Base C/D Rate or the
     Federal  Funds  Effective  Rate,  or both,  for any reason,  including  the
     inability  or  failure  of the  Administrative  Agent to obtain  sufficient
     quotations in accordance  with the terms  thereof,  the Alternate Base Rate
     shall be  determined  without  regard to clause (b) or (c), or both, of the
     first sentence of this definition, as appropriate,  until the circumstances
     giving rise to such inability no longer exist.  Any change in the Alternate
     Base Rate due to a change in the Prime Rate, the Three-Month  Secondary C/D
     Rate or the Federal Funds  Effective Rate shall be effective on the opening
     of business on the date of such change.

          "Alternate  Base Rate Loans":  Committed Rate Loans that bear interest
     at an interest rate based on the Alternate Base Rate.

          "Applicable Index Rate": in respect of any Bid Loan requested pursuant
     to an Index Rate Bid Loan Request,  the Eurodollar  Rate  applicable to the
     Interest Period for such Bid Loan.

          "Applicable  Margin":  for any day, (x) in the case of Alternate  Base
     Rate Loans,  the rate per annum that is the higher of (i) 0% and (ii) 1.25%
     less than the Applicable  Margin for Eurodollar  Loans at such time and (y)
     in the case of  Eurodollar  Loans,  the  rate per  annum  set  forth  below
     opposite  the  Rating  Period  then in effect,  provided  that (1) during a
     Significant Usage Period, the Applicable Margin for all such Loans shall be
     increased  by .250% and (2) at any time after the  Termination  Date during
     which Loans are outstanding,  the Applicable  Margin for all Loans shall be
     increased by .500%:

                                                       Eurodollar
                 Rating                                   Rate
                 Period                                  Margin
-----------------------------------------       -------------------------

Category A Period                                      .40%

Category B Period                                      .625%

Category C Period                                      .850%

Category D Period                                     1.075%

Category E Period                                     1.300%

          "Base C/D Rate": as defined in the definition of Alternate Base Rate.

          "Bid Loan": each Bid Loan made pursuant to subsection 2.2.

          "Bid Loan  Confirmation":  each  confirmation  by the  Company  of its
     acceptance  of Bid  Loan  Offers,  which  Bid  Loan  Confirmation  shall be
     substantially  in the  form of  Exhibit  F and  shall be  delivered  to the
     Administrative Agent by facsimile transmission.

          "Bid Loan Date": in respect of a Bid Loan, the day on which a Bid Loan
     Lender makes such Bid Loan pursuant to subsection 2.2.

          "Bid Loan Lenders":  Lenders from time to time  designated as Bid Loan
     Lenders by the Company by written notice to the Administrative Agent (which
     notice  the  Administrative  Agent  shall  transmit  to each  such Bid Loan
     Lender).

          "Bid Loan  Offer":  each offer by a Bid Loan  Lender to make Bid Loans
     pursuant  to a Bid Loan  Request,  which Bid Loan Offer  shall  contain the
     information  specified  in Exhibit D, in the case of an  Absolute  Rate Bid
     Loan Request,  or Exhibit E, in the case of an Index Rate Bid Loan Request,
     and  shall  be   delivered  to  the   Administrative   Agent  by  facsimile
     transmission   or  by   telephone   immediately   confirmed   by  facsimile
     transmission.

          "Bid Loan  Request":  each request by the Company for Bid Loan Lenders
     to submit bids to make Bid Loans,  which shall contain the  information  in
     respect of such  requested  Bid Loans  specified  in Exhibit B and shall be
     delivered  to the  Administrative  Agent by  facsimile  transmission  or by
     telephone, immediately confirmed by facsimile transmission.

          "Borrowing Date": in respect of any Committed Rate Loan, the date such
     Committed Rate Loan is made.

          "Business": as defined in subsection 3.10(b).

          "Business  Day":  a day other than a Saturday,  Sunday or other day on
     which  commercial banks in New York, New York are authorized or required by
     law to close;  provided,  however, that when used in connection with a rate
     determination,  borrowing or payment in respect of a Eurodollar  Loan or an
     Index Rate Bid Loan,  the term "Business Day" shall also exclude any day on
     which  commercial banks are not open for dealings in Dollar deposits in the
     London interbank market.

          "Category A Period":  subject to the Category  Rules, at any time that
     either (i) the S&P Credit Rating is A or better and the Short-Term  Ratings
     are  Tier I or (ii) the  Moody's  Credit  Rating  is A2 or  better  and the
     Short-Term Ratings are Tier I.

          "Category B Period":  subject to the Category  Rules, at any time that
     either (i) the S&P Credit Rating is A- or better or (ii) the Moody's Credit
     Rating is A3 or better  and in either  case a Category A Period is not then
     in effect.

          "Category C Period":  subject to the Category  Rules, at any time that
     either (i) the S&P Credit Rating is BBB+ or (ii) the Moody's  Credit Rating
     is Baa1.

          "Category D Period":  subject to the Category  Rules, at any time that
     either (i) the S&P Credit  Rating is BBB or (ii) the Moody's  Credit Rating
     is Baa2.

          "Category E Period":  subject to the Category  Rules, at any time that
     either  (i) the S&P  Credit  Rating  is BBB- or lower  or (ii) the  Moody's
     Credit Rating is Baa3 or lower.

          "Category  Rules":  the Rating Period applicable at any time shall be:
     (a) except as provided in clause (b), (c) and (d) below, the highest Rating
     Period for which the Company  meets  either of the  criteria  set forth for
     such Rating Period, (b) except as provided in clauses (c) and (d) below, if
     the Credit Ratings  differ by two or more Rating Period levels,  the Rating
     Period  which is one Rating  Period  above the  Rating  Period in which the
     lower Credit  Ratings  falls,  (c) if one of the Credit  Ratings falls in a
     Category  E Period and the other  Credit  Rating  falls in a higher  Rating
     Period,  a Category E Period and (d) if either S&P or Moody's fails to have
     outstanding  at the time a Credit  Rating due to the failure by the Company
     to provide requested  information to, or otherwise to fully cooperate with,
     such rating agency in establishing a Credit Rating, a Category E Period. If
     the rating system of Moody's, S&P and/or Fitch shall change, or if any such
     rating  agency shall cease to be in the business of rating  corporate  debt
     obligations,  or if both Moody's and S&P shall fail to have  outstanding  a
     Credit  Rating  (other than by reason of the  circumstances  referred to in
     clause (d) of the  preceding  sentence),  the Company 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  Rating
     Period shall be  determined  by  reference to the ratings most  recently in
     effect prior to such change or cessation.

          "C/D  Assessment  Rate":  for any day, the net annual  assessment rate
     (rounded  upward to the nearest  1/100th of 1%)  determined  by JPMCB to be
     payable on such day to the Federal  Deposit  Insurance  Corporation  or any
     successor  ("FDIC") for FDIC's  insuring  time  deposits made in Dollars at
     offices of JPMCB in the United States.

          "C/D Reserve Percentage":  for any day that percentage (expressed as a
     decimal)  which is in  effect on such day,  as  prescribed  by the Board of
     Governors of the Federal Reserve System (or any successor), for determining
     the maximum  reserve  requirement  for a member bank of the Federal Reserve
     System in New York City with  deposits  exceeding  one  billion  Dollars in
     respect  of new  non-personal  time  deposits  in  Dollars in New York City
     having a three month maturity and in an amount of $100,000 or more.

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

          "Co-Documentation  Agents":  as defined in the first paragraph of this
     Agreement.

          "Commitment":  as to any Lender, the obligation of such Lender to make
     Committed  Rate Loans to the Company  hereunder in an  aggregate  principal
     amount at any one time  outstanding  not to  exceed  the  amount  set forth
     opposite  such  Lender's  name on  Schedule  I  hereof  (as the same may be
     modified),  as such  amount may from time to time be reduced in  accordance
     with  this   Agreement;   collectively,   as  to  all  the   Lenders,   the
     "Commitments".

          "Commitment Percentage":  as to any Lender at any time, the percentage
     which  such  Lender's   Commitment   then   constitutes  of  the  Aggregate
     Commitments (or (x) at any time after the Termination Date, (y) at any time
     after the  Commitments  shall have  expired or  terminated  and (z) for the
     purposes of declaring  the Loans to be due and payable  pursuant to Section
     6, the  percentage  which the aggregate  principal  amount of such Lender's
     Loans then outstanding constitutes of the aggregate principal amount of the
     Loans then outstanding).

          "Commitment  Period": the period from and including the Effective Date
     to, but not including the  Termination  Date, or such earlier date on which
     the Commitments shall terminate as provided herein.

          "Commitment  Transfer  Supplement":  a Commitment Transfer Supplement,
     substantially in the form of Exhibit G.

          "Committed Rate Loans": Loans made pursuant to subsection 2.1(a).

          "Commonly Controlled Entity": an entity,  whether or not incorporated,
     which is under  common  control  with the  Company  within  the  meaning of
     Section 4001 of ERISA or is part of a group which  includes the Company and
     which is treated as a single employer under Section 414 of the Code.

          "Company": as defined in the first paragraph of this Agreement.

          "Consolidated  Adjusted  Indebtedness":  at any date of determination,
     (i)  Consolidated  Indebtedness  at such date  minus  (ii) all  cash,  cash
     equivalents  and  marketable   securities  held  by  the  Company  and  its
     Subsidiaries   at  such  date  free  of  liens,   restrictions   and  other
     encumbrances  (other than as arising by  operation  of law in the  ordinary
     course of business).

          "Consolidated   Indebtedness":   at  any  date  of  determination  the
     principal  amount of all  Indebtedness of the Company and its  Subsidiaries
     required in accordance with GAAP to be accounted for as debt, determined on
     a consolidated basis in accordance with GAAP,  provided that there shall be
     excluded from  Consolidated  Indebtedness  up to $500,000,000 in respect of
     Financing  Leases arising as a result of  sale-leaseback  transactions  and
     which  would  otherwise  be  included in the  calculation  of  Consolidated
     Indebtedness.

          "Consolidated  Net  Worth":   at  any  date  of   determination,   the
     stockholders'  equity of the Company  and its  Subsidiaries  determined  in
     accordance  with GAAP and as would be reflected on a  consolidated  balance
     sheet of the  Company  and its  Subsidiaries  plus the  minority  interests
     reflected on such consolidated balance sheet;  provided that there shall be
     excluded  from  determining  Consolidated  Net Worth of the Company and its
     Subsidiaries  (i)  any  foreign  currency   translation   adjustment  which
     otherwise  would be  included  therein,  (ii) the  non-cash  effects of any
     accounting   standards  adopted  or  issued  by  the  Financial  Accounting
     Standards Board after  September 9, 1994 and (iii) the non-cash  effects of
     any unusual charges or restructuring charges.

          "Consolidated  Tangible Assets": at the time of determination thereof,
     the aggregate amount of all assets (as reflected on a consolidated  balance
     sheet of the Company and its  Subsidiaries)  after deducting  therefrom all
     goodwill, trade names, trademarks,  patents,  unamortized debt discount and
     expenses (to the extent  included in said  aggregate  amount of assets) and
     other  like  intangibles,  as set  forth  on the most  recent  consolidated
     balance  sheet  of  the  Company  and  its  Subsidiaries  and  computed  in
     accordance with GAAP.

          "Continuing Director": as defined in subsection 6(h).

          "Contractual  Obligation":  as to any  Person,  any  provision  of any
     security  issued  by  such  Person  or  of  any  agreement,  instrument  or
     undertaking  to which  such  Person is a party or by which it or any of its
     property is bound.

          "Credit Ratings":  at any time, the then Moody's Credit Rating and the
     then S&P Credit Rating.

          "Default":  any of the events  specified  in Section 6, whether or not
     any  requirement for the giving of notice or the lapse of time, or both, or
     any other condition, has been satisfied.

          "Dollars" and "$":  dollars in lawful currency of the United States of
     America.

          "Effective  Date": the date on which each of the conditions  specified
     in subsection  4.1 are satisfied in full or waived in accordance  with this
     Agreement.

          "Eligible  Transferee":  shall  mean and  include a  commercial  bank,
     financial  institution  or  other  "accredited  investor"  (as  defined  in
     Regulation D of the Securities Act of 1933, as amended).

          "Environmental  Laws": any and all foreign,  Federal,  state, local or
     municipal laws, rules, orders, regulations,  statutes,  ordinances,  codes,
     decrees,  requirements of any Governmental  Authority or other Requirements
     of Law (including common law) regulating, relating to or imposing liability
     or  standards  of  conduct  concerning  protection  of human  health or the
     environment, as now or may at any time be in effect during the term of this
     Agreement.

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

          "Eurodollar  Loans":   Committed  Rate  Loans  the  rate  of  interest
     applicable to which is based upon the Eurodollar Rate.

          "Eurodollar  Rate":  with  respect  to each day during  each  Interest
     Period  pertaining to a Eurodollar Loan or an Index Rate Bid Loan, the rate
     per annum equal to the rate of interest determined on the basis of the rate
     for  deposits  in  Dollars  for a  period  equal  to such  Interest  Period
     commencing on the first day of such Interest Period  appearing on Page 3750
     of the Telerate  screen as of 11:00 A.M.,  London time,  two Business  Days
     prior to the beginning of such Interest Period. In the event that such rate
     does not appear on Page 3750 of the Telerate  Service (or otherwise on such
     service),  the  "Eurodollar  Rate" shall be determined by reference to such
     other publicly available service for displaying  eurodollar rates as may be
     agreed upon by the  Administrative  Agent and Company or, in the absence of
     such agreement,  the "Eurodollar  Rate" shall instead be the rate per annum
     equal to the  average  (rounded  upward to the  nearest  1/16 of 1%) of the
     respective  rates  notified  to the  Administrative  Agent  by  each of the
     Reference  Lenders  as the rate at which such  Reference  Lender is offered
     Dollar  deposits at or about 10:00 A.M.,  New York City time,  two Business
     Days  prior to the  beginning  of such  Interest  Period  in the  interbank
     eurodollar  market where the eurodollar  and foreign  currency and exchange
     operations of such Reference  Lender are then being  conducted for delivery
     on the first day of such Interest  Period for the number of days  comprised
     therein and in an amount (i) in the case of Eurodollar Loans, comparable to
     the  amount  of  the  Eurodollar  Loan  of  such  Reference  Lender  to  be
     outstanding  during such  Interest  Period and (ii) in the case of an Index
     Rate Bid Loan by a Bid Loan  Lender,  equal to the amount of the Index Rate
     Bid Loan or Loans of such Bid Loan  Lender to which  such  Interest  Period
     applies.

          "Event  of  Default":  any of  the  events  specified  in  Section  6;
     provided,  however,  that any  requirement  for the giving of notice or the
     lapse of time, or both, or any other condition, has been satisfied.

          "Existing 364-Day Credit Agreement": the Credit Agreement, dated as of
     March 4, 2002,  among the Company,  the lenders party thereto and JPMCB, as
     administrative  agent, as in effect  immediately prior to the occurrence of
     the Effective Date.

          "Facility Fee": as defined in subsection 2.4.

          "Facility  Fee  Percentage":  a  percentage  equal  to at any time (i)
     during a Category A Period,  .100%, (ii) during a Category B Period, .125%,
     (iii) during a Category C Period,  .150%,  (iv) during a Category D Period,
     .175% and (v) during a Category E Period, .200%.

          "Federal  Funds  Effective  Rate":  as  defined in the  definition  of
     "Alternate Base Rate".

          "Financing  Lease":  any  lease of  property,  real or  personal,  the
     obligations  of the lessee in respect of which are  required in  accordance
     with GAAP to be capitalized on a balance sheet of the lessee.

          "Fitch": Fitch, Inc.

          "GAAP":  generally  accepted  accounting  principles  in effect in the
     United States of America from time to time.

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

          "Guarantee Obligation":  as to any Person (the "guaranteeing person"),
     any  obligation  of (a)  the  guaranteeing  person  or (b)  another  Person
     (including,  without  limitation,  any bank  under any letter of credit) to
     induce  the  creation  of  which  the  guaranteeing  person  has  issued  a
     reimbursement,  counterindemnity  or  similar  obligation,  in either  case
     guaranteeing or in effect guaranteeing any Indebtedness,  leases, dividends
     or other obligations (the "primary  obligations") of any other third Person
     (the  "primary  obligor") in any manner,  whether  directly or  indirectly,
     including,  without limitation,  any obligation of the guaranteeing person,
     whether or not contingent,  (i) to purchase any such primary  obligation or
     any property  constituting  direct or indirect security  therefor,  (ii) to
     advance or supply funds (1) for the purchase or payment of any such primary
     obligation  or (2) to  maintain  working  capital or equity  capital of the
     primary  obligor or  otherwise to maintain the net worth or solvency of the
     primary  obligor,  (iii)  to  purchase  property,  securities  or  services
     primarily  for the  purpose  of  assuring  the  owner of any  such  primary
     obligation  of the ability of the primary  obligor to make  payment of such
     primary  obligation or (iv)  otherwise to assure or hold harmless the owner
     of any such primary obligation  against loss in respect thereof;  provided,
     however,  that the term Guarantee Obligation shall not include endorsements
     of  instruments  for  deposit  or  collection  in the  ordinary  course  of
     business. The amount of any Guarantee Obligation of any guaranteeing person
     shall be deemed to be the  lower of (a) an  amount  equal to the  stated or
     determinable  amount of the  primary  obligation  in  respect of which such
     Guarantee  Obligation  is made and (b) the  maximum  amount  for which such
     guaranteeing  person may be liable  pursuant to the terms of the instrument
     embodying such Guarantee Obligation, unless such primary obligation and the
     maximum  amount  for which such  guaranteeing  person may be liable are not
     stated  or  determinable,  in  which  case  the  amount  of such  Guarantee
     Obligation  shall  be  such   guaranteeing   person's  maximum   reasonably
     anticipated  liability in respect  thereof as  determined by the Company in
     good faith.

          "Indebtedness":  of any Person at any date,  (a) all  indebtedness  of
     such  Person  for  borrowed  money or for the  deferred  purchase  price of
     property or services (other than current trade liabilities  incurred in the
     ordinary  course of  business  and  payable in  accordance  with  customary
     practices), (b) any other indebtedness of such Person which is evidenced by
     a note, bond, debenture or similar instrument,  (c) all obligations of such
     Person  under  Financing  Leases,  (d) all  obligations  of such  Person in
     respect of acceptances issued or created for the account of such Person and
     (e) all  liabilities  secured  by any  Lien on any  property  owned by such
     Person even though such Person has not assumed or otherwise  become  liable
     for the payment thereof.

          "Index  Rate Bid Loan":  any Bid Loan made at an  interest  rate based
     upon the Applicable Index Rate (as opposed to an absolute rate).

          "Index Rate Bid Loan Request": any Bid Loan Request requesting the Bid
     Loan  Lenders  to offer to make Index  Rate Bid Loans at an  interest  rate
     equal to the Applicable Index Rate plus (or minus) a margin.

          "Insolvency":  with respect to any  Multiemployer  Plan, the condition
     that such Plan is  insolvent  within  the  meaning  of such term as used in
     Section 4245 of ERISA.

          "Insolvent": pertaining to a condition of Insolvency.

          "Interest  Payment Date":  (a) as to any Alternate Base Rate Loan, the
     last day of each March,  June,  September  and December to occur while such
     Loan is outstanding  and the Maturity  Date, (b) as to any Eurodollar  Loan
     having an  Interest  Period of three  months or less,  the last day of such
     Interest  Period,  and (c) as to any  Eurodollar  Loan  having an  Interest
     Period longer than three  months,  each day which is three months after the
     first day of such Interest Period and the last day of such Interest Period.

          "Interest Period": (a) with respect to any Eurodollar Loan,

                          (i) initially, the period commencing on the Borrowing
                  Date or conversion date, as the case may be, with respect to
                  such Eurodollar Loan and ending one, two, three or six months
                  thereafter, as selected by the Company in the notice of
                  borrowing or notice of conversion given with respect thereto;
                  and

                         (ii) thereafter, each period commencing on the last day
                  of the immediately preceding Interest Period applicable to
                  such Eurodollar Loan and ending one, two, three or six months
                  thereafter, as selected by the Company by irrevocable notice
                  to the Administrative Agent not less than three Business Days
                  prior to the last day of the then current Interest Period with
                  respect thereto; and

                  (b) with respect to any Bid Loan, the period commencing on the
         Bid Loan Date with respect to such Bid Loan and ending on the date not
         less than 7 nor more than 180 days thereafter, as specified by the
         Company in such Bid Loan Request;

         provided that the foregoing provisions are subject to the following:

                           (A) if any Interest Period pertaining to a Eurodollar
                  Loan or an Index Rate Bid Loan would otherwise end on a day
                  that is not a Business Day, such Interest Period shall be
                  extended to the next succeeding Business Day unless the result
                  of such extension would be to carry such Interest Period into
                  another calendar month in which event such Interest Period
                  shall end on the immediately preceding Business Day;

                           (B) any Interest Period pertaining to a Eurodollar
                  Loan or an Index Rate Bid Loan that begins on the last
                  Business Day of a calendar month (or on a day for which there
                  is no numerically corresponding day in the calendar month at
                  the end of such Interest Period) shall end on the last
                  Business Day of the relevant calendar month;

                           (C) if any Interest Period pertaining to a Bid Loan
                  made pursuant to an Absolute Rate Bid Loan Request would
                  otherwise end on a day which is not a Business Day, such
                  Interest Period shall be extended to the next succeeding
                  Business Day;

                           (D) if the Company shall fail to give notice as
                  provided above, the Company shall be deemed to have selected
                  an Alternate Base Rate Loan to replace the affected Eurodollar
                  Loan;

                           (E) any Interest Period in respect of (x) any
                  Eurodollar Loan made at a time when a Term-Out Notice has not
                  been given or (y) any Bid Loan which, in either case, would
                  otherwise extend beyond the Termination Date shall end on the
                  Termination Date; and

                           (F) any Interest Period in respect of any Loan that
                  would otherwise extend beyond the Maturity Date shall end on
                  the Maturity Date.

          "JPMCB": JPMorgan Chase Bank.

          "Lender": as defined in the first paragraph of this Agreement.

          "Lien":  any  mortgage,  pledge,  hypothecation,  assignment,  deposit
     arrangement,  encumbrance,  lien  (statutory  or  other),  charge  or other
     security interest or any preference,  priority or other security  agreement
     or preferential  arrangement of any kind or nature  whatsoever  (including,
     without limitation, any conditional sale or other title retention agreement
     and any Financing  Lease having  substantially  the same economic effect as
     any of the foregoing).

          "Loans":  the collective reference to the Committed Rate Loans and the
     Bid Loans.

          "Majority  Lenders":   at  any  time,  the  Lenders  whose  Commitment
     Percentages hereunder aggregate in excess of 50%.

          "Material  Adverse  Effect":  a  material  adverse  effect  on (a) the
     business, operations, property or condition (financial or otherwise) of the
     Company  and its  Subsidiaries  taken as a whole,  (b) the  ability  of the
     Company to perform its obligations under this Agreement or (c) the validity
     or  enforceability  of this  Agreement  or the  rights or  remedies  of the
     Administrative Agent or the Lenders hereunder.

          "Materials  of  Environmental  Concern":  any  gasoline  or  petroleum
     (including crude oil or any fraction thereof) or petroleum  products or any
     hazardous or toxic substances, materials or wastes, defined or regulated as
     such in or under any  Environmental  Law,  including,  without  limitation,
     asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

          "Maturity  Date": the Termination  Date,  provided that if the Company
     has  delivered  to the  Administrative  Agent a Term-Out  Notice,  then the
     Maturity Date shall be the first anniversary of the Termination Date.

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

          "Moody's  Credit  Rating":  at any time,  the  rating  level (it being
     understood that numerical  modifiers and (+) (-) modifiers shall constitute
     rating levels) then assigned by Moody's to the Company's  senior  unsecured
     long-term debt.

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

          "Participant": as defined in subsection 8.6(b).

          "PBGC": the Pension Benefit Guaranty Corporation  established pursuant
     to Subtitle A of Title IV of ERISA.

                  "Permitted Liens":

                    1. 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
               Company or its  Subsidiaries,  as the case may be, in  conformity
               with  GAAP  (or,  in the case of  Subsidiaries  with  significant
               operations  outside of the United  States of  America,  generally
               accepted  accounting  principles  in effect  from time to time in
               their respective jurisdictions of organization);

                    2.  carriers',  warehousemen's,  mechanics',  materialmen's,
               repairmen's or other like Liens arising in the ordinary course of
               business  which are not overdue for a period of more than 60 days
               or  which  are  being  contested  in good  faith  by  appropriate
               proceedings;

                    3.  pledges  or  deposits  in   connection   with   workers'
               compensation,  unemployment  insurance and other social  security
               legislation and deposits securing liability to insurance carriers
               under insurance or self-insurance arrangements;

                    4.  deposits  to  secure  the  performance  of  bids,  trade
               contracts  (other than for  borrowed  money),  leases,  statutory
               obligations, surety and appeal bonds, performance bonds and other
               obligations of a like nature  incurred in the ordinary  course of
               business; and

                    5. any  extension,  renewal or  replacement  (or  successive
               extensions,  renewals or  replacements),  in whole or in part, of
               any Lien referred to in the foregoing clauses;  provided that the
               principal amount of Indebtedness secured thereby shall not exceed
               the principal  amount of  Indebtedness  so secured at the time of
               such extension,  renewal or replacement, and that such extension,
               renewal or replacement  Lien shall be limited to all or a part of
               the  property  which  secured  the Lien so  extended,  renewed or
               replaced (plus improvements on such property).

               "Person":  an  individual,  partnership,   corporation,  business
          trust, joint stock company, trust, unincorporated  association,  joint
          venture, Governmental Authority or other entity of whatever nature.

               "Plan":  at any particular  time, any employee benefit plan which
          is covered by ERISA and in respect of which the  Company or a Commonly
          Controlled  Entity is (or, if such plan were  terminated at such time,
          would under  Section 4069 of ERISA be deemed to be) an  "employer"  as
          defined in Section 3(5) of ERISA.

               "Prime Rate" as defined in the definition of Alternate Base Rate.

               "Properties": as defined in subsection 3.10(a).

               "Purchasing Lenders": as defined in subsection 8.6(c).

               "Rating Period":  at any time, any of the Category A Period,  the
          Category B Period, the Category C Period, the Category D Period or the
          Category E Period as then in effect.

               "Reference Lenders": JPMCB and Citibank, N.A.

               "Register": as defined in subsection 8.6(d).

               "Reorganization":  with respect to any  Multiemployer  Plan,  the
          condition  that such Plan is in  reorganization  within the meaning of
          such term as used in Section 4241 of ERISA.

               "Replaced  Lender" and "Replacement  Lender":  each as defined in
          subsection 2.18.

               "Reportable  Event":  any of the  events  set  forth  in  Section
          4043(c) of ERISA,  other than those events as to which the  thirty-day
          notice period is waived under  subsections  .22, .23, .25, .27, or .28
          of PBGC Reg.ss.4043.

               "Requirement  of  Law":  as to any  Person,  the  Certificate  of
          Incorporation  and  By-laws  or  other   organizational  or  governing
          documents of such Person, and each law, treaty,  rule or regulation or
          determination  of an  arbitrator  or a  court  or  other  Governmental
          Authority,  in each case  applicable to or binding upon such Person or
          any of its  property or to which such Person or any of its property is
          subject.

               "Responsible Officer":  the Executive Vice President,  the Senior
          Vice President and CFO, the Treasurer, the Comptroller,  the Assistant
          Comptroller or the Assistant Treasurer of the Company.

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

               "S&P  Credit  Rating":  at any time,  the rating  level (it being
          understood  that  numerical  modifiers  and  (+) (-)  modifiers  shall
          constitute rating levels) then assigned by S&P to the Company's senior
          unsecured long-term debt.

               "SEC": the Securities and Exchange  Commission (and any successor
          thereto).

               "Short-Term Ratings": at any time, the rating level then assigned
          by each of S&P,  Moody's and Fitch to the Company's  senior  unsecured
          short-term debt.

               "Significant  Subsidiary":  any  Subsidiary  that  satisfies  the
          requirements  of Rule 1-02(w) of Regulation  S-X as adopted by the SEC
          under the  provisions of the Securities Act of 1933 and the Securities
          Exchange Act of 1934 as in force on the date of this Agreement.

               "Significant  Usage  Period":  any date prior to the  Termination
          Date on which  the  Aggregate  Loans  plus the  aggregate  outstanding
          principal amount of the loans under the 3-Year Credit Agreement exceed
          25% of the Aggregate Facilities Commitments.

               "Single  Employer Plan": any Plan which is subject to Title IV of
          ERISA, but is not a Multiemployer Plan.

               "Subsidiary":  as to any Person,  a  corporation,  partnership or
          other  entity of which  shares of stock or other  ownership  interests
          having ordinary voting power (other than stock or such other ownership
          interests  having  such  power  only by reason of the  happening  of a
          contingency)  to elect a majority of the board of  directors  or other
          managers of such  corporation,  partnership or other entity are at the
          time  owned,  or the  management  of  which is  otherwise  controlled,
          directly or indirectly through one or more intermediaries, or both, by
          such  Person.   Unless  otherwise  qualified,   all  references  to  a
          "Subsidiary" or to  "Subsidiaries"  in this Agreement shall refer to a
          Subsidiary  or  Subsidiaries  of  the  Company.   Notwithstanding  the
          foregoing,   Unrestricted   Subsidiaries   shall  not  be   considered
          Subsidiaries  of the Company for  purposes of this  Agreement,  except
          that any  Unrestricted  Subsidiary  shall be treated as a consolidated
          Subsidiary of the Company for purposes of calculating  compliance with
          subsection   5.9  (and  the   definitions   required   to  make   such
          calculations)  until  such  time  as  the  Company  certifies  to  the
          Administrative   Agent  that  with   respect   to  such   Unrestricted
          Subsidiary,  (x) the Company no longer desires to treat such Person as
          a consolidated Subsidiary for such purpose and (y) no creditor of such
          Person  has  recourse  (whether  pursuant  to a  guaranty  or  similar
          arrangement,  or otherwise)  to the Company or any of its  Significant
          Subsidiaries with respect to any material obligations of such Person.

               "Syndication  Agent":  as defined in the first  paragraph of this
          Agreement.

               "Taxes": as defined in subsection 2.17(a).

               "Termination   Date":   the  earlier  of  (a)  the  Business  Day
          immediately  preceding the first anniversary of the Effective Date and
          (b) the date on which the  Commitments  shall  terminate in accordance
          with the provisions of this Agreement.

               "Term-Out  Notice":  a written notice given by the Company to the
          Administrative  Agent (which will  promptly  transmit  same to all the
          Lenders)  given no more than 30 days and no less than one Business Day
          prior to the Termination  Date stating that the Company has elected to
          extend the maturity of all  Committed  Rate Loans  outstanding  on the
          Termination Date to the date occurring on the first anniversary of the
          Termination Date (it being understood and agreed that the one Business
          Day notice  requirement  referred to above is not intended to limit or
          otherwise  modify  any  other  notice  requirements  provided  in this
          Agreement).

               "Three-Month Secondary C/D Rate": as defined in the definition of
          Alternate Base Rate.

               "3-Year  Credit  Agreement":  the Credit  Agreement,  dated as of
          March 3, 2003, among the Company, the lenders party thereto, JPMCB, as
          administrative agent, and Citibank,  N.A., as syndication agent, as in
          effect from time to time.

               "Tier I": at any time when at least two of the Short-Term Ratings
          are at or above the A-1, P-1 or F-1 levels.

               "Tranche":  the  collective  reference to Eurodollar  Loans whose
          Interest Periods begin and end on the same day.

               "Transferee": as defined in subsection 8.6(f).

               "Transfer Effective Date": as defined in each Commitment Transfer
          Supplement.

               "2.17 Certificate": as defined in subsection 2.17(b).

               "Type": as to any Loan, its nature as an Alternate Base Rate Loan
          or Eurodollar Loan, as the case may be.

               "Unrestricted Subsidiary":  Any Person designated by the Company,
          in each case so long as (i) a  majority  of the equity  interests  are
          owned by the Company and its Subsidiaries and (ii) the Company and its
          Subsidiaries  are unable to exercise  control over such Person without
          material restriction.

1.2 Other Definitional  Provisions.  (a) Unless otherwise specified therein, all
terms defined in this Agreement shall have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto.

                  (b) As used herein and in any certificate or other document
made or delivered pursuant hereto, accounting terms relating to the Company and
its Subsidiaries not defined in subsection 1.1 and accounting terms partly
defined in subsection 1.1, to the extent not defined, shall have the respective
meanings given to them under GAAP.

                  (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

                  (d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

SECTION 2.        THE COMMITTED RATE LOANS; THE BID LOANS; AMOUNT AND TERMS

2.1 The Committed Rate Loans. (a) During the Commitment Period, subject to the
terms and conditions hereof, each Lender severally agrees to make loans
(individually, a "Committed Rate Loan") to the Company from time to time in an
aggregate principal amount at any one time outstanding not to exceed (after
giving effect to the simultaneous use of the proceeds thereof to repay Loans)
such Lender's Commitment, provided that no Committed Rate Loan shall be made
hereunder which would result in the Aggregate Loans (after giving effect to the
simultaneous use of the proceeds thereof to repay Loans) being in excess of the
Aggregate Commitments then in effect. The Company may use the Commitments to
borrow, repay and reborrow Committed Rate Loans from time to time during the
Commitment Period, all in accordance with the terms and conditions hereof.

               (b) The Committed  Rate Loans may be (i) Eurodollar  Loans,  (ii)
          Alternate Base Rate Loans or (iii) a combination thereof.

               (c) The Company may borrow  Committed  Rate Loans on any Business
          Day;   provided,   however,   that  the   Company,   shall   give  the
          Administrative  Agent irrevocable notice thereof (which notice must be
          received by the Administrative Agent (i) prior to 12:00 Noon, New York
          City time, three Business Days prior to the requested  Borrowing Date,
          in the case of Eurodollar Loans and (ii) prior to 11:00 A.M., New York
          City time, on the requested  Borrowing  Date, in the case of Alternate
          Base  Rate  Loans).  Each  such  notice  shall be  given by  facsimile
          transmission  substantially in the form of Exhibit A (with appropriate
          insertions) or shall be given by telephone (specifying the information
          set  forth  in  Exhibit  A)  promptly  confirmed  by  notice  given by
          facsimile  transmission  substantially  in the form of Exhibit A (with
          appropriate insertions). On the day of receipt of any such notice from
          the  Company,  the  Administrative  Agent shall  promptly  notify each
          Lender thereof.  Each Lender will make the amount of its share of each
          borrowing available to the Administrative Agent for the account of the
          Company  at the  office  of the  Administrative  Agent  set  forth  in
          subsection  8.2 by 11:00 A.M. (or 3:00 P.M.,  in the case of Alternate
          Base Rate Loans),  New York City time, on the Borrowing Date requested
          by the Company in funds  immediately  available to the  Administrative
          Agent as the Administrative Agent may direct. The proceeds of all such
          Committed  Rate  Loans will then be  promptly  made  available  to the
          Company   by  the   Administrative   Agent  at  the   office   of  the
          Administrative  Agent  specified in  subsection  8.2 by crediting  the
          account  of  the   Company  on  the  books  of  such   office  of  the
          Administrative  Agent with the aggregate of the amount made  available
          to the  Administrative  Agent  by the  Lenders  and in like  funds  as
          received by the Administrative Agent.

               (d) All  Committed  Rate Loans shall be due and payable  upon the
          Maturity Date.

2.2 The Bid Loans. (a) The Company may borrow Bid Loans from time to time on any
Business Day during the Commitment Period in the manner set forth in this
subsection and in amounts such that the Aggregate Loans at any time outstanding
shall not exceed (after giving effect to the simultaneous use of the proceeds
thereof to repay Loans) the Aggregate Commitments at such time, provided,
however, that the aggregate principal amount of the outstanding Bid Loans of a
Bid Loan Lender may (but shall not be required to) exceed its Commitment.

                  (b) (i) The Company, shall request Bid Loans by delivering a
Bid Loan Request to the Administrative Agent, not later than 12:00 Noon (New
York City time) four Business Days prior to the proposed Bid Loan Date (in the
case of an Index Rate Bid Loan Request), and not later than 10:00 A.M. (New York
City time) one Business Day prior to the proposed Bid Loan Date (in the case of
an Absolute Rate Bid Loan Request). Each Bid Loan Request may solicit bids for
Bid Loans in an aggregate principal amount of $50,000,000 or an integral
multiple of $5,000,000 in excess thereof and for not more than three alternative
Interest Periods for such Bid Loans. The Interest Period for each Bid Loan shall
end not less than 7 days (one month in the case of Index Rate Bid Loans) nor
more than 180 days (six months in the case of Index Rate Bid Loans) after the
Bid Loan Date therefor (and in any event subject to the proviso to the
definition of "Interest Period" in subsection 1.1). The Administrative Agent
shall promptly notify each Bid Loan Lender by facsimile transmission of the
contents of each Bid Loan Request received by it.

                  (ii) In the case of an Index Rate Bid Loan Request, upon
receipt of notice from the Administrative Agent of the contents of such Bid Loan
Request, any Bid Loan Lender that elects, in its sole discretion, to do so,
shall irrevocably offer to make one or more Bid Loans to the Company at the
Applicable Index Rate plus or minus a margin for each such Bid Loan determined
by such Bid Loan Lender, in its sole discretion. Any such irrevocable offer
shall be made by delivering a Bid Loan Offer to the Administrative Agent before
10:30 A.M. (New York City time) three Business Days before the proposed Bid Loan
Date, setting forth the maximum amount of Bid Loans for each Interest Period,
and the aggregate maximum amount for all Interest Periods, which such Lender
would be willing to make (which amount may, subject to subsection 2.2(a), exceed
such Lender's Commitment) and the margin above or below the Applicable Index
Rate at which such Bid Loan Lender is willing to make each such Bid Loan; the
Administrative Agent shall advise the Company before 11:15 A.M. (New York City
time) three Business Days before the proposed Bid Loan Date of the contents of
each such Bid Loan Offer received by it. If the Administrative Agent in its
capacity as a Bid Loan Lender shall, in its sole discretion, elect to make any
such offer, it shall advise the Company of the contents of its Bid Loan Offer
before 10:15 A.M. (New York City time) three Business Days before the proposed
Bid Loan Date.

                  (iii) In the case of an Absolute Rate Bid Loan Request, upon
receipt of notice from the Administrative Agent of the contents of such Bid Loan
Request, any Bid Loan Lender that elects, in its sole discretion, to do so,
shall irrevocably offer to make one or more Bid Loans to the Company at a rate
or rates of interest for each such Bid Loan determined by such Bid Loan Lender
in its sole discretion. Any such irrevocable offer shall be made by delivering a
Bid Loan Offer to the Administrative Agent before 9:30 A.M. (New York City time)
on the proposed Bid Loan Date, setting forth the maximum amount of Bid Loans for
each Interest Period, and the aggregate maximum amount for all Interest Periods,
which such Bid Loan Lender would be willing to make (which amount may, subject
to subsection 2.2(a), exceed such Bid Loan Lender's Commitment) and the rate or
rates of interest at which such Bid Loan Lender is willing to make each such Bid
Loan; the Administrative Agent shall advise the Company before 10:15 A.M. (New
York City time) on the proposed Bid Loan Date of the contents of each such Bid
Loan Offer received by it. If the Administrative Agent in its capacity as a Bid
Loan Lender shall, in its sole discretion, elect to make any such offer, it
shall advise the Company of the contents of its Bid Loan Offer before 9:15 A.M.
(New York City time) on the proposed Bid Loan Date.

                  (iv) The Company shall before 11:45 A.M. (New York City time)
three Business Days before the proposed Bid Loan Date (in the case of Bid Loans
requested by an Index Rate Bid Loan Request) and before 10:45 A.M. (New York
City time) on the proposed Bid Loan Date (in the case of Bid Loans requested by
an Absolute Rate Bid Loan Request) either, in its absolute discretion:

               (A) cancel  such Bid Loan  Request  by giving the  Administrative
          Agent telephone notice to that effect, or

               (B) accept one or more of the offers  made by any Bid Loan Lender
          or Bid Loan Lenders  pursuant to clause (ii) or clause (iii) above, as
          the case may be, by  giving  telephone  notice  to the  Administrative
          Agent (immediately  confirmed by delivery to the Administrative  Agent
          of a Bid  Loan  Confirmation)  of the  amount  of Bid  Loans  for each
          relevant  Interest  Period to be made by each Bid Loan  Lender  (which
          amount  shall be equal to or less  than the  maximum  amount  for such
          Interest  Period  specified  in the Bid  Loan  Offer  of such Bid Loan
          Lender,  and for all Interest  Periods included in such Bid Loan Offer
          shall be equal to or less than the aggregate  maximum amount specified
          in such Bid Loan Offer for all such  Interest  Periods) and reject any
          remaining  offers made by Bid Loan Lenders  pursuant to clause (ii) or
          clause (iii) above, as the case may be;  provided,  however,  that (x)
          the  Company  may not  accept  offers  for Bid Loans for any  Interest
          Period in an  aggregate  principal  amount  in  excess of the  maximum
          principal amount requested for such Interest Period in the related Bid
          Loan Request,  (y) if the Company accepts any of such offers,  it must
          accept offers  strictly based upon pricing for such relevant  Interest
          Period  and no other  criteria  whatsoever  and (z) if two or more Bid
          Loan  Lenders  submit  offers  for any  Interest  Period at  identical
          pricing and the  Company  accepts any of such offers but does not wish
          to borrow the total amount  offered by such Bid Loan Lenders with such
          identical  pricing,  the Company  shall accept offers from all of such
          Bid Loan Lenders in amounts allocated among them pro rata according to
          the amounts offered by such Bid Loan Lenders (or as nearly pro rata as
          shall be practicable,  after giving effect to the requirement that Bid
          Loans made by a Bid Loan  Lender on a Bid Loan Date for each  relevant
          Interest  Period shall be in a principal  amount of  $10,000,000 or an
          integral multiple of $1,000,000 in excess thereof).

                  (v) If the Company notifies the Administrative Agent that a
Bid Loan Request is cancelled pursuant to clause (iv)(A) above, the
Administrative Agent shall give prompt telephone notice thereof to the Bid Loan
Lenders, and the Bid Loans requested thereby shall not be made.

                  (vi) If the Company accepts pursuant to clause (iv)(B) above
one or more of the offers made by any Bid Loan Lender or Bid Loan Lenders, the
Administrative Agent shall promptly notify by telephone each Bid Loan Lender
which has made such an offer of the aggregate amount of such Bid Loans to be
made on such Bid Loan Date for each Interest Period and of the acceptance or
rejection of any offers to make such Bid Loans made by such Bid Loan Lender.
Each Bid Loan Lender which is to make a Bid Loan shall, before 12:00 Noon (New
York City time) on the Bid Loan Date specified in the Bid Loan Request
applicable thereto, make available to the Administrative Agent at its office set
forth in subsection 8.2 the amount of Bid Loans to be made by such Bid Loan
Lender, in immediately available funds. The Administrative Agent will make such
funds available to the Company promptly on such date at the Administrative
Agent's aforesaid address. As soon as practicable after each Bid Loan Date, the
Administrative Agent shall notify each Lender of the aggregate amount of Bid
Loans advanced on such Bid Loan Date and the respective Interest Periods
therefor.

                  (c) Within the limits and on the conditions set forth in this
subsection, the Company may from time to time borrow under this subsection,
repay pursuant to paragraph (d) below, and reborrow under this subsection.

                  (d) The Company shall repay to the Administrative Agent for
the account of each Bid Loan Lender which has made a Bid Loan to it on the last
day of the Interest Period for such Bid Loan (such Interest Period being that
specified by the Company for repayment of such Bid Loan in the related Bid Loan
Request) the then unpaid principal amount of such Bid Loan. The Company shall
not have the right to prepay any principal amount of any Bid Loan without the
prior consent of the Bid Loan Lender with respect thereto.

                  (e) The Company shall pay interest on the unpaid principal
amount of each Bid Loan made to it from the applicable Bid Loan Date to the
stated maturity date thereof, at the rate of interest determined pursuant to
paragraph (b) above (calculated on the basis of a 360 day year for actual days
elapsed), payable on the interest payment date or dates specified by the Company
for such Bid Loan in the related Bid Loan Request. If all or a portion of the
principal amount of any Bid Loan or any interest payable thereon shall not be
paid when due (whether at the stated maturity, by acceleration or otherwise),
such overdue amount shall, without limiting any rights of any Lender under this
Agreement, bear interest at a rate per annum which is (x) in the case of overdue
principal, 2% above the rate which would otherwise be applicable to such Bid
Loan until the scheduled maturity date with respect thereto and for each day
thereafter at a rate per annum which is 2% above the Alternate Base Rate or (y)
in the case of overdue interest, 2% above the Alternate Base Rate plus the
Applicable Margin, in each case from the date of such non-payment until such
amount is paid in full (as well after as before judgment).

2.3 Denomination of Committed Rate Loans. Each borrowing of Committed Rate Loans
shall be in an aggregate  principal amount of $50,000,000 or a whole multiple of
$5,000,000 in excess thereof.

2.4 Fees. The Company agrees to pay to the Administrative Agent, for the ratable
benefit of the Lenders, a facility fee (the "Facility Fee") in an amount equal
to the Facility Fee Percentage, of (x) the Aggregate Commitments from and
including the Effective Date to but excluding the Termination Date and (y) if a
Term-Out Notice has been given by the Company, the Aggregate Loans from and
including the Termination Date to but excluding the Maturity Date, in each case,
payable quarterly in arrears on the last day of each March, June, September and
December, on the Termination Date (in the case of the Facility Fee relating to
clause (x)) and on the Maturity Date (or such earlier date after the Termination
Date on which all Loans have been repaid) (in the case of the Facility Fee
relating to clause (y)). Such quarterly payment made hereunder shall be a
payment in consideration for holding open the availability of the Commitments or
making the Loans for the quarterly period completed on the date payment is due.

2.5 Changes of Commitments. (a) The Company shall have the right to terminate or
reduce the unused portion of the Commitments at any time or from time to time
upon not less than three Business Days' prior notice to the Administrative Agent
(which shall notify the Lenders thereof as soon as practicable) of each such
termination or reduction, which notice shall specify the effective date thereof
and the amount of any such reduction (which shall be in a minimum amount of
$50,000,000 or a whole multiple of $5,000,000 in excess thereof) and shall be
irrevocable and effective only upon receipt by the Administrative Agent,
provided that no such reduction or termination shall be permitted if after
giving effect thereto, and to any prepayments of the Committed Rate Loans made
on the effective date thereof, the then outstanding principal amount of the
Aggregate Loans would exceed the Aggregate Commitments then in effect.

               (b) The Commitments  once terminated or reduced  pursuant to this
          subsection may not be reinstated.

2.6 Optional Prepayments. (a) The Company may prepay Committed Rate Loans or
(with the consent of the Bid Loan Lender in respect thereof) Bid Loans upon
receipt by the Administrative Agent (which shall notify the Lenders thereof as
soon as practicable) of irrevocable notice from the Company prior to 11:30 A.M.
(New York City time) on the date of such prepayment.

               (b) If any Eurodollar Loan shall be prepaid on any day under this
          subsection  2.6  other  than  the  last  day  of the  Interest  Period
          applicable  thereto, or prior to the conversion thereof if a notice of
          conversion  has  been  delivered  with  respect  thereto  pursuant  to
          subsection 2.9, the Company shall,  on the date of such payment,  also
          pay all interest  accrued on such  Eurodollar Loan to the date of such
          payment  and  all  amounts  payable  pursuant  to  subsection  2.16 in
          connection therewith.

2.7 Minimum Principal Amount of Tranches. All borrowings, payments and
prepayments in respect of Committed Rate Loans shall be in such amounts and be
made pursuant to such elections so that after giving effect thereto the
aggregate principal amount of the Committed Rate Loans comprising any Tranche
shall not be less than $50,000,000 or a whole multiple of $5,000,000 in excess
thereof.

2.8 Committed Rate Loan Interest Rates and Payment Dates. (a) Each Committed
Rate Loan comprising each Eurodollar Tranche shall bear interest for each day
during each Interest Period with respect thereto at a rate per annum equal to
the Eurodollar Rate determined for such day plus the Applicable Margin.

                  (b) The Alternate Base Rate Loans shall bear interest at a
rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

                  (c) If all or a portion of the principal amount of any
Committed Rate Loan which is a Eurodollar Loan shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise), such overdue
principal amount of such Committed Rate Loan shall be converted to an Alternate
Base Rate Loan at the end of the Interest Period applicable thereto.

                  (d) If all or a portion of (i) the principal amount of any
Committed Rate Loan, (ii) any interest payable thereon or (iii) any fee or other
amount payable hereunder shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall bear interest
at a rate per annum which is (x) in the case of overdue principal, the rate that
would otherwise be applicable thereto pursuant to the foregoing provisions of
this subsection plus 2% or (y) in the case of overdue interest, fees or other
amounts, the rate described in paragraph (b) of this subsection plus 2%, in each
case from the date of such non-payment until such amount is paid in full (after
as well as before judgment).

                  (e) Interest on each Committed Rate Loan shall be payable in
arrears on each Interest Payment Date, provided that interest accruing pursuant
to paragraph (d) of this subsection shall be payable from time to time on
demand.

2.9 Conversion Options. (a) The Company may elect from time to time to convert
Alternate Base Rate Loans to Eurodollar Loans by giving the Administrative Agent
prior irrevocable written notice of such election received by the Administrative
Agent prior to 12:00 Noon, New York City time, three Business Days prior to the
proposed conversion date. The Company may elect from time to time to convert
Eurodollar Loans to Alternate Base Rate Loans by giving the Administrative Agent
prior irrevocable notice of such election received by the Administrative Agent
prior to 12:00 Noon, New York City time, one Business Day prior to the proposed
conversion date. If the date upon which an Alternative Base Rate Loan is to be
converted to a Eurodollar Loan is not a Business Day in London, then such
conversion shall be made on the next succeeding Business Day in London and
during the period from such last day of an Interest Period to such succeeding
Business Day such Loan shall bear interest as if it were an Alternate Base Rate
Loan. All or any part of outstanding Eurodollar Loans and Alternate Base Rate
Loans may be converted as provided herein, provided that (i) no Loan may be
converted into a Eurodollar Loan when any Default or Event of Default has
occurred and is continuing and the Administrative Agent or the Majority Lenders
have determined that such conversion is not appropriate and (ii) partial
conversions shall be in an aggregate principal amount of $50,000,000 or a whole
multiple of $5,000,000 in excess thereof.

                  (b) Any Eurodollar Loans may be continued as such upon the
expiration of an Interest Period with respect thereto by compliance by the
Company with the notice provisions contained in subsection 2.9(a); provided,
that no Eurodollar Loan may be continued as such when any Default or Event of
Default has occurred and is continuing, and the Administrative Agent or the
Majority Lenders have determined that such a continuation is not appropriate, in
which case such Loan shall be automatically converted to an Alternate Base Rate
Loan on the last day of the then current Interest Period with respect thereto.

2.10 Computation of Interest and Fees. (a) Interest payable hereunder with
respect to Alternate Base Rate Loans shall be calculated on the basis of a year
of 365/6 days for the actual days elapsed. All other fees, interest and all
other amounts payable hereunder shall be calculated on the basis of a 360 day
year for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Company and the Lenders of each determination of a
Eurodollar Rate on the Business Day of the determination thereof. Any change in
the interest rate on a Committed Rate Loan resulting from a change in the
Alternate Base Rate shall become effective as of the opening of business on the
day on which such change in the Alternate Base Rate shall become effective. The
Administrative Agent shall as soon as practicable notify the Company and the
Lenders of the effective date and the amount of each such change.

                  (b) Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Company and the Lenders in the absence of manifest
error. The Administrative Agent shall, at the request of the Company, deliver to
the Company a statement showing the quotations and the computations used by the
Administrative Agent in determining any interest rate.

                  (c) If any Reference Lender's Commitment shall terminate for
any reason whatsoever (otherwise than with termination of all the Commitments),
such Reference Lender shall thereupon cease to be a Reference Lender, and if for
any reason there shall cease to be at least two Reference Lenders, then the
Administrative Agent (after consultation with the Company and the Lenders)
shall, by notice to the Company and the Lenders, designate another Lender as a
Reference Lender (who shall be reasonably acceptable to the Company) so that
there shall at all times be at least two Reference Lenders.

                  (d) Each Reference Lender shall use its best efforts to
furnish quotations of rates to the Administrative Agent when and as contemplated
hereby. If any of the Reference Lenders shall be unable or otherwise fails to
supply such rates to the Administrative Agent upon its request, the rate of
interest shall, subject to the provisions of subsection 2.13, be determined on
the basis of the quotations of the remaining Reference Lenders or Reference
Lender.

2.11 Pro Rata Treatment, Payments and Evidence of Debt. (a) Each borrowing of
Committed Rate Loans and any reduction of the Commitments shall be made pro rata
according to the respective Commitment Percentages of the Lenders. Each payment
by the Company under this Agreement shall be applied, first, to any fees then
due and owing by the Company pursuant to subsection 2.4, second, to interest
then due and owing in respect of the Loans and, third, to principal then due and
owing in respect of the Loans. Each payment by the Company on account of any
fees pursuant to subsection 2.4 shall be made pro rata in accordance with the
respective amounts due and owing. Each payment (other than prepayments) by the
Company on account of principal of and interest on the Committed Rate Loans
shall be made pro rata according to the respective amounts due and owing. Each
prepayment on account of principal of the Loans (except to the extent designated
to be applied to Bid Loans) shall be applied, first, to such of the Committed
Rate Loans as the Company may designate (to be applied pro rata among the
Lenders), and, second, after all Committed Rate Loans shall have been paid in
full, to Bid Loans, pro rata according to the respective amounts outstanding;
provided, that prepayments made pursuant to subsection 2.14 shall be applied in
accordance with such subsection; and provided further that nothing herein shall
be deemed to permit optional prepayments on account of Bid Loans without the
prior consent of the Bid Loan Lender with respect thereto.

                  (b) All payments (including prepayments) to be made by the
Company on account of principal, interest and fees shall be made without
defense, set-off or counterclaim (except as provided in subsection 2.17(b)) and
shall be made to the Administrative Agent for the account of the Lenders at the
Administrative Agent's office specified in subsection 8.2 in Dollars and in
immediately available funds. The Administrative Agent shall distribute such
payments to the Lenders entitled thereto promptly upon receipt in like funds as
received. If any payment hereunder (other than payments on the Eurodollar Loans
or Index Rate Bid Loans payable on the next preceding Business Day as a result
of the following sentence) becomes due and payable on a day other than a
Business Day, such payment shall be extended to the next succeeding Business
Day, and, with respect to payments of principal, interest thereon shall be
payable at the then applicable rate during such extension. If any payment on a
Eurodollar Loan or an Index Rate Bid Loan becomes due and payable on a day other
than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day unless the result of such extension would be to extend
such payment into another calendar month, in which event such payment shall be
made on the immediately preceding Business Day.

                  (c) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Company 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. The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Type 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 Company 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. The
entries made in the accounts maintained pursuant to the two preceding sentences
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 Company to repay the Loans in accordance with the
terms of this Agreement.

                  (d) Any Lender (including any Replacement Lender) may request
that Loans made by it be evidenced by a promissory note. In such event, the
Company 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 reasonably satisfactory to the
Administrative Agent. Thereafter, the Loans evidenced by such promissory note
and interest thereon shall at all times (including after assignment pursuant to
subsection 8.6) 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).

2.12 Non-Receipt of Funds by the Administrative Agent. (a) Unless the
Administrative Agent shall have been notified by a Lender prior to the time a
Committed Rate Loan is to be made by such Lender (which notice shall be
effective upon receipt) that such Lender does not intend to make the proceeds of
such Committed Rate Loan available to the Administrative Agent, the
Administrative Agent may assume that such Lender has made such proceeds
available to the Administrative Agent at such time, and the Administrative Agent
may in reliance upon such assumption (but shall not be required to) make
available to the Company a corresponding amount. If such amount is made
available to the Administrative Agent on a date after such Borrowing Date, such
Lender shall pay to the Administrative Agent on demand an amount equal to the
product of (i) the daily average Federal Funds Effective Rate during such
period, times (ii) the amount of such Lender's Commitment Percentage of such
borrowing, times (iii) a fraction, the numerator of which is the number of days
that elapse from and including such Borrowing Date to the date on which such
Lender's Commitment Percentage of such borrowing shall have become immediately
available to the Administrative Agent and the denominator of which is 360. If
such Lender's Commitment Percentage is not in fact made available to the
Administrative Agent by such Lender within three Business Days of such Borrowing
Date, the Administrative Agent shall be entitled to recover such amount with
interest thereon at the rate per annum applicable to Alternate Base Rate Loans
hereunder, on demand, from the Company.

                  (b) Unless the Administrative Agent shall have been notified
by the Company prior to the date on which any payment is due from it hereunder
(which notice shall be effective upon receipt) that the Company does not intend
to make such payment, the Administrative Agent may assume that the Company has
made such payment when due, and the Administrative Agent may in reliance upon
such assumption (but shall not be required to) make available to each Lender on
such payment date an amount equal to the portion of such assumed payment to
which such Lender is entitled hereunder, and if the Company has not in fact made
such payment to the Administrative Agent, such Lender shall, on demand, repay to
the Administrative Agent the amount made available to such Lender. If such
amount is repaid to the Administrative Agent on a date after the date such
amount was made available to such Lender, such Lender shall pay to the
Administrative Agent on demand an amount equal to the product of (i) the daily
average Federal Funds Effective Rate during such period, times (ii) the amount
made available to such Lender by the Administrative Agent pursuant to this
paragraph (b), times (iii) a fraction, the numerator of which is the number of
days that elapse from and including the date on which such amount was made
available to such Lender to the date on which such amount shall have been repaid
to the Administrative Agent by such Lender and become immediately available to
the Administrative Agent and the denominator of which is 360.

                  (c) A certificate of the Administrative Agent submitted to the
Company or any Lender with respect to any amount owing under this subsection
shall be conclusive in the absence of manifest error.

2.13 Inability to Determine Interest Rate. (a) Notwithstanding any other
provision of this Agreement, if (i) the Administrative Agent reasonably
determines that, for any reason whatsoever, a rate for Eurodollar Loans cannot
be determined as provided in the definition of Eurodollar Rate for any Interest
Period or (ii) the Majority Lenders shall determine (which determination shall
be conclusive) that the rates for the purpose of computing the Eurodollar Rate
do not adequately and fairly reflect the cost to such Lenders of funding
Eurodollar Loans that the Company has requested be outstanding as a Eurodollar
Tranche during such Interest Period, the Administrative Agent shall forthwith
give telephone notice of such determination, confirmed in writing, to the
Company and the Lenders at least two Business Days prior to the first day of
such Interest Period. Unless the Company shall have notified the Administrative
Agent upon receipt of such telephone notice that it wishes to rescind or modify
its request regarding such Eurodollar Loans, any Loans that were requested to be
made as Eurodollar Loans shall be made as Alternate Base Rate Loans and any
Loans that were requested to be converted into or continued as Eurodollar Loans
shall be converted into Alternate Base Rate Loans. Until any such notice has
been withdrawn by the Administrative Agent, no further Loans shall be made as,
continued as, or converted into, Eurodollar Loans.

                  (b) In the event that the Administrative Agent shall have
determined (which determination shall be conclusive and binding upon the
Company) that by reason of circumstances affecting the interbank eurodollar
market, adequate and reasonable means do not exist for ascertaining the
Eurodollar Rate for any Interest Period with respect to a proposed Bid Loan to
be made pursuant to an Index Rate Bid Loan Request, the Administrative Agent
shall forthwith give telephone notice of such determination, confirmed in
writing, to the Company and the Bid Loan Lenders at least two Business Days
prior to the proposed Bid Loan Date, and such Bid Loans shall not be made on
such Bid Loan Date. Until any such notice has been withdrawn by the
Administrative Agent, no further Index Rate Bid Loan Requests shall be submitted
by the Company.

2.14 Illegality. Notwithstanding any other provision of this Agreement, if the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof by any relevant Governmental Authority to any Lender shall
make it unlawful for such Lender to make or maintain Eurodollar Loans as
contemplated by this Agreement or to obtain in the interbank eurodollar market
the funds with which to make such Loans, (a) such Lender shall promptly notify
the Administrative Agent and the Company thereof, (b) the commitment of such
Lender hereunder to make Eurodollar Loans or continue Eurodollar Loans as such
shall forthwith be cancelled and (c) such Lender's Committed Rate Loans then
outstanding as Eurodollar Loans, if any, shall be converted on the last day of
the Interest Period for such Loans or within such earlier period as required by
law into Alternate Base Rate Loans. The Company hereby agrees promptly to pay
any Lender, upon its demand, any additional amounts necessary to compensate such
Lender for actual and direct costs reasonably incurred by such Lender in making
any repayment in accordance with this subsection including, but not limited to,
any interest or fees payable by such Lender to lenders of funds obtained by it
in order to make or maintain its Eurodollar Loans hereunder. A certificate as to
any additional amounts payable pursuant to this subsection submitted by such
Lender, through the Administrative Agent, to the Company shall be conclusive in
the absence of manifest error. Each Lender agrees to use reasonable efforts to
avoid or to minimize any amounts which may otherwise be payable pursuant to this
subsection; provided, however, that such efforts shall not cause the imposition
on such Lender of any additional costs or legal or regulatory burdens deemed by
such Lender to be material.

2.15 Requirements of Law. (a) If the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof or compliance
by any Lender with any request or directive (whether or not having the force of
law) from any central bank or other Governmental Authority made subsequent to
the date hereof:

                 (i) does or shall impose, modify or hold applicable any
         reserve, special deposit, compulsory loan or similar requirement
         against assets held by, or deposits or other liabilities in or for the
         account of, advances or loans by, or other credit extended by, or any
         other acquisition of funds by, any office of such Lender which are not
         otherwise covered by subsection 2.15(b); or

                (ii)   does or shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender of
making or maintaining Loans or to reduce any amount receivable hereunder, then,
in any such case, the Company shall promptly pay such Lender, upon its demand,
any additional amounts necessary to compensate such Lender for such additional
cost or reduced amount receivable which such Lender reasonably deems to be
material as determined by such Lender with respect to its Eurodollar Loans;
provided however, that the Company shall have no obligation under this
subsection 2.15 to pay such Lender any additional amounts with respect to any
such additional cost or reduced amount receivable resulting from taxes addressed
in subsection 2.17. A certificate as to any additional amounts payable pursuant
to this subsection submitted by such Lender, through the Administrative Agent,
to the Company shall be conclusive in the absence of manifest error. Each Lender
agrees to use reasonable efforts to avoid or to minimize any amounts which might
otherwise be payable pursuant to this paragraph of this subsection; provided,
however, that such efforts shall not cause the imposition on such Lender of any
additional costs or legal or regulatory burdens deemed by such Lender to be
material.

                  (b) In addition to amounts which may become payable from time
to time pursuant to paragraph (a) of this subsection, the Company agrees to pay
to each Lender which requests compensation under this paragraph (b) (by notice
to the Company), on the last day of each Interest Period with respect to any
Eurodollar Loan made by such Lender, so long as such Lender shall be required to
maintain reserves against "Eurocurrency liabilities" under Regulation D of the
Board of Governors of the Federal Reserve System (or, so long as such Lender may
be required by such Board of Governors or by any other Governmental Authority to
maintain reserves against any other category of liabilities which includes
deposits by reference to which the interest rate on Eurodollar Loans is
determined as provided in this Agreement or against any category of extensions
of credit or other assets of such Lender which includes any Eurodollar Loans),
an additional amount (determined by such Lender and notified to the Company)
representing such Lender's calculation or, if an accurate calculation is
impracticable, reasonable estimate (using such reasonable means of allocation as
such Lender shall determine) of the actual costs, if any, incurred by such
Lender during such Interest Period as a result of the applicability of the
foregoing reserves to such Eurodollar Loans, which amount in any event shall not
exceed the product of the following for each day of such Interest Period:

               (i) the  principal  amount of the  Eurodollar  Loans made by such
          Lender to which such Interest Period relates  outstanding on such day;
          and

               (ii)  the  difference  between  (x) a  fraction  (expressed  as a
          decimal) the numerator of which is the Eurodollar Rate (expressed as a
          decimal)  applicable to such  Eurodollar  Loan and the  denominator of
          which is one minus the maximum rate  (expressed as a decimal) at which
          such  reserve  requirements  are imposed by such Board of Governors or
          other  Governmental  Authority on such date minus (y) such  numerator;
          and

               (iii)  a  fraction  the   numerator  of  which  is  one  and  the
          denominator of which is 360.

                  (c) If any Lender shall have determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any central bank
or Governmental Authority made subsequent to the date hereof does or shall have
the effect of reducing the rate of return on such Lender's or such corporation's
capital as a consequence of its obligations hereunder to a level below that
which such Lender or such corporation could have achieved but for such adoption,
change or compliance (taking into consideration such Lender's or such
corporation's policies with respect to capital adequacy) by an amount deemed by
such Lender to be material, then from time to time, within 15 days after demand
by such Lender, the Company shall pay to such Lender such additional amount as
shall be certified by such Lender as being required to compensate it for such
reduction.

                  (d) Notwithstanding anything to the contrary contained herein,
the Company shall not have any obligation to pay to any Lender amounts owing
under this subsection 2.15 for any period which is more than 60 days prior to
the date upon which the request for payment therefor is delivered to the
Company; provided that in no event shall the Company have any obligation to pay
to any Lender amounts owing under subsection 2.15(b) for any period which is
prior to the commencement of the Interest Period in effect at the time a demand
for payment is made by such Lender.

                  (e) The agreements in this subsection shall survive the
termination of this Agreement and payment of the Loans and all other amounts
payable hereunder.

2.16 Indemnity. The Company hereby agrees to indemnify each Lender and to hold
such Lender harmless from any funding loss or expense which such Lender may
sustain or incur as a consequence of (a) default by the Company in payment of
the principal amount of or interest on any Loan by such Lender in accordance
with the terms of subsections 2.1(d), 2.2(d), 2.2(e) and 2.8(e), as the case may
be, (b) default by the Company in making a borrowing after the Company has given
a notice in accordance with subsection 2.1 or 2.2, (c) default by the Company in
making any prepayment after the Company has given a notice in accordance with
subsection 2.6 and/or (d) the making by the Company of a prepayment of a
Committed Rate Loan (including without limitation, any prepayment of an
Alternate Base Rate Loan after notice of conversion to a Eurodollar Loan has
been delivered with respect thereto pursuant to subsection 2.9), or the
conversion thereof, on a day which is not the last day of the Interest Period
with respect thereto, in each case including, but not limited to, any such loss
or expense arising from interest or fees payable by such Lender to lenders of
funds obtained by it in order to maintain its Loans hereunder. A certificate as
to any additional amounts payable pursuant to this subsection submitted by any
Lender, through the Administrative Agent, to the Company (which certificate must
be delivered to the Administrative Agent within thirty days following such
default, prepayment or conversion) shall be conclusive in the absence of
manifest error. The agreements in this subsection shall survive termination of
this Agreement and payment of the Loans and all other amounts payable hereunder.

2.17 Taxes. (a) All payments made by the Company hereunder will be, except as
provided in subsection 2.17(b), made free and clear of, and without deduction or
withholding for, any present or future taxes, levies, imposts, duties, fees,
assessments or other charges of whatever nature now or hereafter imposed by any
Governmental Authority or by any political subdivision or taxing authority
thereof or therein with respect to such payments (but excluding any tax imposed
on or measured by the net income or net profits of a Lender (or franchise,
capital or other similar taxes imposed in lieu of a tax on net income or net
profits), pursuant to the laws of the jurisdiction in which it is organized or
the jurisdiction in which the principal office or applicable lending office of
such Lender is located or any subdivision thereof or therein) and all interest,
penalties or similar liabilities with respect thereto (all such non-excluded
taxes, levies, imposts, duties, fees, assessments or other charges being
referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the
Company agrees to pay the full amount of such Taxes, and such additional amounts
as may be necessary so that every payment of all amounts due under this
Agreement, after withholding or deduction for or on account of any Taxes, will
not be less than the amount that would have been paid had no such withholding or
deduction of Taxes been made. The Company will furnish to the Administrative
Agent as soon as practicable after the date the payment of any Taxes is due
pursuant to applicable law certified copies (to the extent reasonably available
and required by law) of tax receipts evidencing such payment by the Company. The
Company agrees to indemnify and hold harmless each Lender, and reimburse such
Lender upon its written request, for the amount of any Taxes so levied or
imposed and paid by such Lender.

                  (b) Each Lender that is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) for United States federal
income tax purposes agrees to deliver to the Company and the Administrative
Agent on or prior to the Effective Date, or in the case of a Lender that is an
assignee or transferee of an interest under this Agreement pursuant to
subsection 8.6(c) (unless the respective Lender was already a Lender hereunder
immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Lender, (i) two accurate and complete original
signed copies of Internal Revenue Service Form W-8ECI or W-8BEN (with respect to
the benefit of any income tax treaty) (or successor forms) certifying to such
Lender's entitlement to a complete exemption from United States withholding tax
with respect to payments to be made under this Agreement, or (ii) if the Lender
is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, either
Internal Revenue Service Form W-8ECI or W-8BEN (with respect to the benefit of
any income tax treaty) pursuant to clause (i) above, or (x) a certificate
substantially in the form of Exhibit C (any such certificate, a "2.17
Certificate") and (y) two accurate and complete original signed copies of
Internal Revenue Service Form W-8BEN (with respect to the portfolio interest
exception under Sections 871(h) or 881(c) of the Code) (or successor form)
certifying to such Lender's entitlement to an exemption from United States
withholding tax with respect to payments of interest to be made under this
Agreement. In addition, each Lender agrees that it will deliver upon the
Company's request updated versions of the foregoing, as applicable, whenever the
previous certification has become obsolete or inaccurate in any material
respect, together with such other forms as may be required in order to confirm
or establish the entitlement of such Lender to a continued exemption from or
reduction in United States withholding tax with respect to payments under this
Agreement, or it shall immediately notify the Company and the Administrative
Agent of its inability to deliver any such Form or Certificate, in which case
such Lender shall not be required to deliver any such Form or Certificate
pursuant to this subsection 2.17(b). Notwithstanding anything to the contrary
contained in subsection 2.17(a), but subject to the immediately succeeding
sentence, (x) the Company shall be entitled, to the extent it is required to do
so by law, to deduct or withhold Taxes imposed by the United States (or any
political subdivision or taxing authority thereof or therein) from interest,
fees or other amounts payable hereunder for the account of any Lender that is
not a United States person (as such term is defined in Section 7701(a)(30) of
the Code) for United States federal income tax purposes and (y) the Company
shall not be obligated pursuant to subsection 2.17(a) hereof to gross-up
payments to be made to or otherwise indemnify a Lender in respect of such Taxes
to the extent that such Lender has not provided to the Company U.S. Internal
Revenue Service Forms (and, if applicable, a 2.17 Certificate) that establish a
complete exemption from such deduction or withholding. Notwithstanding anything
to the contrary contained in the preceding sentence or elsewhere in this
subsection 2.17, the Company agrees to pay additional amounts and to indemnify
each Lender in the manner set forth in subsection 2.17(a) (without regard to the
identity of the jurisdiction requiring the deduction or withholding) in respect
of the incremental amount of Taxes deducted or withheld or required to be
deducted or withheld by it as a result of any changes after the Effective Date,
or in the case of a Lender that is an assignee or transferee of an interest
under this Agreement pursuant to subsection 8.6(c), after the date of such
assignment or transfer to such Lender, in any applicable law, treaty,
governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or withholding of Taxes even if such Lender
is unable, as a result of such changes, to deliver the forms or 2.17 Certificate
described in clause (i) or (ii) of the first sentence of this subsection
2.17(b).

                  (c) Each Lender agrees to use reasonable efforts (including
reasonable efforts to change its lending office) to avoid or to minimize any
amounts which might otherwise be payable pursuant to this subsection; provided,
however, that such efforts shall not cause the imposition on such Lender of any
additional costs or legal or regulatory burdens deemed by such Lender to be
material.

                  (d) If the Company pays any additional amount pursuant to this
subsection 2.17 with respect to a Lender, such Lender shall use reasonable
efforts to obtain a refund of tax or credit against its tax liabilities on
account of such payment; provided that such Lender shall have no obligation to
use such reasonable efforts if either (i) it is in an excess foreign tax credit
position or (ii) it believes in good faith, in its sole discretion, that
claiming a refund or credit would cause adverse tax consequences to it. In the
event that such Lender receives such a refund or credit, such Lender shall pay
to the Company an amount that such Lender reasonably determines is equal to the
net tax benefit obtained by such Lender as a result of such payment by the
Company. In the event that no refund or credit is obtained with respect to the
Company's payments to such Lender pursuant to this subsection 2.17, then such
Lender shall provide a certification that such Lender has not received a refund
or credit for such payments. Nothing contained in this subsection 2.17 shall
require a Lender to disclose or detail the basis of its calculation of the
amount of any tax benefit or any other amount or the basis of its determination
referred to in the proviso to the first sentence of this subsection 2.17(d) to
the Company or any other party.

                  (e) The agreements in this subsection shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

2.18 Replacement of Lenders. In the event that any Lender shall submit a request
for additional reimbursement under subsection 2.15(a),(b) or (c) or subsection
2.17, the Company shall have the right to replace such Lender (the "Replaced
Lender") with one or more other Eligible Transferee or Transferees,
(collectively, the "Replacement Lender") reasonably acceptable to the
Administrative Agent, provided that:

                  (i) at the time of any replacement pursuant to this subsection
         2.18, the Replacement Lender shall enter into one or more Commitment
         Transfer Supplements pursuant to subsection 8.6(c) (and with all fees
         payable pursuant to subsection 8.6(e) to be paid by the Replacement
         Lender) pursuant to which the Replacement Lender shall acquire all of
         the Commitments and outstanding Committed Rate Loans of the Replaced
         Lender hereunder and (if the Company so requests) under the 3-Year
         Credit Agreement, and in connection therewith, shall pay to the
         Replaced Lender in respect thereof an amount equal to the sum of (x) an
         amount equal to the principal of, and all accrued but unpaid interest
         on, all outstanding Committed Rate Loans of the Replaced Lender
         hereunder and thereunder, and (y) an amount equal to all accrued but
         unpaid Facility Fees (if any) owing to the Replaced Lender pursuant to
         subsection 2.4 hereof and thereof; and

                  (ii) all obligations of the Company owing to the Replaced
         Lender hereunder and (if the Company so requests) under the 3-Year
         Credit Agreement (including the aforesaid increased fees but other than
         (x) those specifically described in clause (i) above in respect of
         which the assignment purchase price has been, or is concurrently being,
         paid and (y) accrued but not due interest on, and the principal of, all
         Bid Loans of the Replaced Bank then outstanding (which will be paid
         when and as due by the Company)) shall be paid in full to such Replaced
         Lender by the Company concurrently with such replacement; provided,
         that, no such payment shall be required in respect of periods
         commencing (x) prior to the commencement of the Interest Period in
         respect of which such payment is sought, in the case of any payment
         pursuant to subsection 2.15(b), or (y) prior to the date which is 60
         days prior to the date of such payment request, in all other cases.

                  The Company will also be required to provide reimbursement to
such Replaced Lender for any additional amounts owing pursuant to subsection
2.15(a), (b) or (c) or subsection 2.17 for the period subsequent to such request
through the date of such replacement. Upon the execution of the respective
Commitment Transfer Supplements and the payment of amounts referred to in
clauses (i) and (ii) above, the Replacement Lender shall become a Lender
hereunder and the Replaced Lender shall cease to constitute a Lender hereunder,
except with respect to indemnification provisions under this Agreement (and the
obligation, if any, owed it in respect of any outstanding Bid Loan), which shall
survive as to such Replaced Lender. The Administrative Agent agrees with the
Company to use diligent efforts to assist the Company in locating any necessary
Replacement Lender.

SECTION 3.        REPRESENTATIONS AND WARRANTIES

                  To induce the Lenders to enter into this Agreement and to make
the Loans herein provided for, the Company hereby represents and warrants to the
Administrative Agent and to each Lender that:

3.1 Financial Condition. The consolidated balance sheet of the Company and its
consolidated Subsidiaries as at December 31, 2001 and as September 30, 2002 and
the related consolidated statements of income and of cash flows for the fiscal
year or nine-month period ended on such date, reported on (in the case of such
annual statements) by PricewaterhouseCoopers LLP, copies of which have
heretofore been furnished to each Lender, are complete and correct and present
fairly the consolidated financial condition of the Company and its consolidated
Subsidiaries as at such date, and the consolidated results of their operations
and their consolidated cash flows for the fiscal year or nine-month period then
ended, subject in the case of the September 30, 2002 statements to normal year
end adjustments. All such financial statements, including the related schedules
and notes thereto, have been prepared in accordance with GAAP applied
consistently throughout the periods involved (except as disclosed therein).
Neither the Company nor any of its consolidated Subsidiaries had, at the date of
the balance sheets referred to above, any material Guarantee Obligation,
contingent liabilities or liability for taxes, long-term lease or unusual
forward or long-term commitment, including, without limitation, any material
interest rate or foreign currency swap or exchange transaction, which is not
reflected in the foregoing statements or in the notes thereto.

3.2 No Change.  Since  December 31, 2001 there has been no  development or event
which has had a Material Adverse Effect.

3.3 Existence; Compliance with Law. Each of the Company and its Significant
Subsidiaries (a) is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, (b) has the corporate or
partnership power and authority and the legal right to own and operate all its
material property, to lease the material property it operates as lessee and to
conduct the business in which it is currently engaged, (c) is duly qualified as
a foreign corporation or partnership and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the conduct
of its business requires such qualification except to the extent that the
failure to so qualify or be in good standing would not, in the aggregate, have a
Material Adverse Effect and (d) is in compliance with all Requirements of Law
except to the extent that the failure to comply therewith would not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

3.4 Power; Authorization; Enforceable Obligations. The Company has full power
and authority and the legal right to make, deliver and perform this Agreement
and has taken all necessary action to authorize the execution, delivery and
performance by it of this Agreement. No consent or authorization of, filing
with, notice to or other act by or in respect of, any Governmental Authority or
any other Person is required in connection with the borrowings hereunder or with
the execution, delivery or performance of this Agreement by the Company or with
the validity or enforceability of this Agreement against the Company. This
Agreement has been duly executed and delivered on behalf of the Company. This
Agreement constitutes a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

3.5 No Legal Bar; No Default. The execution, delivery and performance of this
Agreement, the borrowings thereunder and the use of the proceeds of the Loans
will not violate any Requirement of Law or any Contractual Obligation of the
Company or its Significant Subsidiaries, and will not result in, or require, the
creation or imposition of any Lien on any of its or their respective properties
or revenues pursuant to any Requirement of Law or Contractual Obligation.
Neither the Company nor any of its Subsidiaries is in default under or with
respect to any of its Contractual Obligations in any respect which would
reasonably be expected to have a Material Adverse Effect. No Default or Event of
Default has occurred and is continuing.

3.6 No Material Litigation. No litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or, to the best
knowledge of the Company, threatened by or against the Company or any of its
Subsidiaries or against any of its or their respective properties or revenues
(a) with respect to this Agreement or any Loan or any of the transactions
contemplated hereby or (b) which would reasonably be expected to have a Material
Adverse Effect.

3.7  Investment  Company Act. The Company is not an "investment  company",  or a
company  "controlled"  by an  "investment  company",  within the  meaning of the
Investment Company Act of 1940, as amended.

3.8 Federal Regulations. No part of the proceeds of any Loan hereunder will be
used directly or indirectly for any purpose which violates, or which would be
inconsistent with, the provisions of Regulation T, U or X of the Board of
Governors of the Federal Reserve System as now and from time to time hereafter
in effect. No part of any such proceeds shall be used to purchase or carry any
"Margin Stock", as that term is defined in said Regulation U.

3.9 ERISA. Neither a Reportable Event nor an "accumulated funding deficiency"
(within the meaning of Section 412 of the Code or Section 302 of ERISA) has
occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and each Plan
has complied in all material respects with the applicable provisions of ERISA
and the Code, except to the extent that any such occurrence or failure to comply
would not reasonably be expected to have a Material Adverse Effect. No
termination of a Single Employer Plan has occurred resulting in any liability
that has remained underfunded, and no Lien in favor of the PBGC or a Plan has
arisen, during such five-year period which would reasonably be expected to have
a Material Adverse Effect. Except for the Company's Supplemental Executive
Retirement Plan, the present value of all accrued benefits under each Single
Employer Plan (based on those assumptions used to fund such Plans) did not, as
of the last annual valuation date prior to the date on which this representation
is made or deemed made, exceed the value of the assets of such Plan allocable to
such accrued benefits by an amount which would reasonably be expected to have a
Material Adverse Effect. Neither the Company nor any Commonly Controlled Entity
is currently subject to any liability for a complete or partial withdrawal from
a Multiemployer Plan which would reasonably be expected to have a Material
Adverse Effect.

3.10 Environmental Matters.  Except to the extent that all of the following,  in
the  aggregate,  would not  reasonably  be expected  to have a Material  Adverse
Effect:

                  (a) To the best knowledge of the Company, the facilities and
         properties owned, leased or operated by the Company or any of its
         Subsidiaries (the "Properties") do not contain any Materials of
         Environmental Concern in amounts or concentrations which (i) constitute
         a violation of, or (ii) could give rise to liability under, any
         Environmental Law.

                  (b) To the best knowledge of the Company, the Properties and
         all operations at the Properties are in compliance, and have in the
         last five years been in compliance, in all material respects with all
         applicable Environmental Laws, and there is no contamination at, under
         or about the Properties or violation of any Environmental Law with
         respect to the Properties or the business operated by the Company or
         any of its Subsidiaries (the "Business").

                  (c) Neither the Company nor any of its Subsidiaries has
         received any notice of violation, alleged violation, non-compliance,
         liability or potential liability regarding environmental matters or
         compliance with Environmental Laws with regard to any of the Properties
         or the Business, nor does the Company have knowledge or reason to
         believe that any such notice will be received or is being threatened.

                  (d) To the best knowledge of the Company, Materials of
         Environmental Concern have not been transported or disposed of from the
         Properties in violation of, or in a manner or to a location which could
         give rise to liability under, any Environmental Law, nor have any
         Materials of Environmental Concern been generated, treated, stored or
         disposed of at, on or under any of the Properties in violation of, or
         in a manner that could give rise to liability under, any applicable
         Environmental Law.

                  (e) No judicial proceeding or governmental or administrative
         action is pending or, to the knowledge of the Company, threatened,
         under any Environmental Law to which the Company or any Subsidiary is
         or will be named as a party with respect to the Properties or the
         Business, nor are there any consent decrees or other decrees, consent
         orders, administrative orders or other orders, or other administrative
         or judicial requirements outstanding under any Environmental Law with
         respect to the Properties or the Business.

                  (f) To the best knowledge of the Company, there has been no
         release or threat of release of Materials of Environmental Concern at
         or from the Properties, or arising from or related to the operations of
         the Company or any Subsidiary in connection with the Properties or
         otherwise in connection with the Business, in violation of or in
         amounts or in a manner that could give rise to liability under
         Environmental Laws.

3.11 Purpose of Loans. This Agreement, and/or the proceeds of the Loans, will be
used (i) to support commercial paper and (ii) for the Company's general
corporate and working capital purposes.

3.12 Restrictions on Subsidiaries. There are no restrictions on the Company or
any of its Subsidiaries which prohibit or otherwise restrict the transfer of
cash or other assets (x) between the Company and any of its Subsidiaries or (y)
between any Subsidiaries of the Company, other than (i) applicable restrictions
of law imposed on Subsidiaries by the jurisdictions in which such Subsidiaries
are incorporated or do business or (ii) other restrictions which, in the
aggregate, do not encumber a material amount of cash or other assets.

..

<PAGE>

SECTION 4
                  CONDITIONS PRECEDENT

4.1 Conditions to Effective Date. This Agreement shall become effective upon the
satisfaction of the following conditions precedent:

                  (a) Execution of Agreement. The Administrative Agent shall
         have received one or more counterparts of this Agreement, executed by a
         duly authorized officer of each party hereto.

                  (b) Officer's Certificate. The Administrative Agent shall have
         received, with a counterpart for each Lender, a certificate of a duly
         authorized officer of the Company dated the Effective Date,
         substantially in the form of Exhibit H with appropriate insertions and
         attachments.

                  (c) Legal Opinion of Counsel. The Administrative Agent shall
         have received, with a copy for each Lender, an opinion of Louis L.
         Hoynes, Jr., Executive Vice President and General Counsel of the
         Company, dated the Effective Date and addressed to the Administrative
         Agent and the Lenders, substantially in the form of Exhibit I. Such
         opinion shall also cover such other matters incident to the
         transactions contemplated by this Agreement as the Administrative Agent
         shall reasonably require.

                  (d) Fees. The Administrative Agent shall have received all
         fees due and payable on or prior to the Effective Date, and, to the
         extent invoiced at least two Business Days prior to the Effective Date,
         reimbursement or payment of all out-of-pocket expenses required to be
         reimbursed or paid by the Company hereunder.

                  (e) Existing 364-Day Credit Agreement. All commitments under
         the Existing 364-Day Credit Agreement shall have terminated, and Loans
         under, and as defined in, the Existing 364-Day Credit Agreement (if
         any) shall have been repaid in full, together with all fees and other
         amounts owing thereunder.

                  (f) 3-Year Credit Agreement. The Effective Date under, and as
         defined in, the 3-Year Credit Agreement shall have occurred or shall
         concurrently occur.

                  (g) Subsection 4.2 Conditions. The conditions specified in
         subsections 4.2(a) and (b) shall be satisfied on the Effective Date as
         if Loans were to be made on such date.

                  (h)      Additional Matters.  All other documents and legal
         matters in connection with the transactions  contemplated by this
         Agreement shall be reasonably satisfactory in form and substance to the
         Administrative Agent and its counsel.

4.2 Conditions to All Loans. The obligation of each Lender to make any Loan to
be made by it hereunder (including the initial Loan to be made by it hereunder)
is subject to the satisfaction of the following conditions precedent on the date
of making such Loan:

               (a)  Representations  and  Warranties.  The  representations  and
          warranties  made by the Company herein (except for, in the case of any
          Loan made after the Effective Date, the representations and warranties
          set forth in  subsections  3.2 and 3.6) or which are  contained in any
          certificate  furnished  at any time  under or in  connection  herewith
          shall be true and  correct in all  material  respects on and as of the
          date of such Loan as if made on and as of such date.

               (b) No  Default  or  Event of  Default.  No  Default  or Event of
          Default  shall have  occurred and be  continuing on such date or after
          giving  effect to the Loan to be made on such date unless such Default
          or Event of Default  shall have been  waived in  accordance  with this
          Agreement.

               (c)  Additional  Conditions  to Bid  Loans.  If such Loan is made
          pursuant  to  subsection   2.2,  all  conditions  set  forth  in  such
          subsection shall have been satisfied.

               (d) Additional  Conditions to Committed Rate Loans.  If such Loan
          is made pursuant to subsection  2.1, all  conditions set forth in such
          subsection shall have been satisfied.

                  Each acceptance by the Company of a Loan shall be deemed to
constitute a representation and warranty by the Company as of the date of such
Loan that the applicable conditions in paragraphs (a), (b), (c) and/or (d) of
this subsection have been satisfied.

SECTION 5.        COVENANTS

                  The Company hereby covenants and agrees that on the Effective
Date, and thereafter for so long as this Agreement is in effect and until the
Commitments have terminated and the Loans, together with interest, Facility Fees
and all other amounts owing to the Administrative Agent or any Lender hereunder,
are paid in full, the Company shall and, in the case of subsections 5.3, 5.4,
5.5 and 5.6, shall cause each of its Significant Subsidiaries to, and in the
case of subsections 5.7, 5.8 and 5.10 shall cause each of its Subsidiaries to:

5.1      Financial Statements.  Furnish to the Administrative Agent:

                  (a) as soon as available, but in any event within 120 days
         after the end of each fiscal year of the Company, a copy of the
         consolidated balance sheet of the Company and its consolidated
         Subsidiaries as at the end of such year and the related consolidated
         statements of income and retained earnings and of cash flows of the
         Company and its consolidated Subsidiaries for such year, setting forth
         in each case in comparative form the figures for the previous year,
         reported on without a "going concern" or like qualification or
         exception, or qualification indicating that the scope of the audit was
         inadequate to permit such independent certified public accountants to
         certify such financial statements without such qualification, by
         PricewaterhouseCoopers LLP or another firm of independent certified
         public accountants of nationally recognized standing;

                  (b) as soon as available, but in any event not later than 60
         days after the end of each of the first three quarterly periods of each
         fiscal year of the Company, a copy of the Company's Report on Form
         10-Q, as filed with the SEC; and

                  (c) together with each financial statement delivered pursuant
         to clauses (a) and (b), any certification to the SEC of such financial
         statements by the Company's chief executive officer and chief financial
         officer, in each case to the extent required to be made publicly
         available as part of or accompanying such financial statements;

all such financial statements to be complete and correct in all material
respects and to be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein (except as
approved by such accountants or a Responsible Officer, as the case may be, and
disclosed therein).

5.2 Certificates; Other Information. Furnish to the Administrative Agent;
provided that, with respect to any report, financial statement or other
information required to be delivered pursuant to subsection 5.2(c) which has
been filed with the SEC, such report, financial statement or other information
shall be deemed to have been furnished by the Company to the Administrative
Agent upon receipt of a written notice by the Administrative Agent from the
Company stating that such report, financial statement or other information has
been so filed with the SEC;

                  (a) concurrently with the delivery of the financial statements
         referred to in subsection 5.1(a) above, a certificate of the
         independent certified public accountants reporting on such financial
         statements stating that in making the examination necessary therefor no
         knowledge was obtained of any Default or Event of Default, except as
         specified in such certificate;

                  (b) concurrently with the delivery of the financial statements
         referred to in subsection 5.1(a) above and the Report on Form 10-Q for
         the Company's fiscal quarters referred to in subsection 5.1(b) above, a
         certificate of a Responsible Officer of the Company stating that, to
         the best of such Responsible Officer's knowledge, the Company during
         such period observed or performed all of its covenants and other
         agreements, and satisfied every material condition, contained in this
         Agreement to be observed, performed or satisfied by it, and that such
         Responsible Officer has obtained no knowledge of any Default or Event
         of Default except as specified in such certificate and such certificate
         shall include the calculation required to indicate compliance with
         subsection 5.9;

                  (c) within thirty days after the same are sent, copies of all
         reports (other than those otherwise provided pursuant to subsection 5.1
         and those which are of a promotional nature) and other financial
         information which the Company sends to its stockholders, and within
         thirty days after the same are filed, copies of all financial
         statements, non-confidential periodic reports and reports filed on Form
         8-K which the Company may make to, or file with, the SEC or any
         analogous Governmental Authority (other than those otherwise provided
         pursuant to subsection 5.1); and

                  (d) promptly, such additional financial and other information
         as the Administrative Agent, on behalf of any Lender, may from time to
         time reasonably request.

5.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or before
maturity or before they become delinquent, as the case may be, all its material
obligations of whatever nature and any additional costs that are imposed as a
result of any failure to so pay, discharge or otherwise satisfy such
obligations, except when the amount or validity of such obligations and costs is
currently being contested in good faith by appropriate proceedings and reserves
in conformity with GAAP with respect thereto have been provided on the books of
the Company or its Subsidiaries, as the case may be.

5.4 Conduct of Business and Maintenance of Existence. Preserve, renew and keep
in full force and effect its corporate existence and take all reasonable action
to maintain all rights, privileges and franchises necessary or desirable in the
normal conduct of its businesses; comply with all Contractual Obligations and
Requirements of Law applicable to it except to the extent that failure to comply
therewith would not, in the aggregate, have a Material Adverse Effect; not enter
into any business which is material to the Company and its Subsidiaries taken as
a whole, other than business in which the Company and its Subsidiaries are
engaged on the date hereof and businesses directly related to such existing
businesses.

5.5 Maintenance of Property; Insurance. Keep all material property useful and
necessary in its business in good working order and condition; maintain with
financially sound and reputable insurance companies insurance on all its
property in at least such amounts and against at least such risks as are usually
insured against in the same general area by companies engaged in the same or a
similar business; and furnish to the Administrative Agent, upon written request,
full information as to the insurance carried; provided, however, that the
Company and its Subsidiaries may maintain self insurance plans to the extent
companies of similar size and in similar businesses do so.

5.6 Inspection of Property; Books and Records; Discussions. Keep proper books of
records and account in which full, true and correct entries in conformity with
GAAP and all Requirements of Law shall be made of all dealings and transactions
in relation to its businesses and activities; and permit, during regular
business hours and upon reasonable notice by the Administrative Agent, the
Administrative Agent to visit and inspect any of its properties and examine and
make abstracts from any of its books and records (other than materials protected
by the attorney-client privilege and materials which the Company may not
disclose without violation of a confidentiality obligation binding upon it) at
any reasonable time and as often as may reasonably be desired, and to discuss
the business, operations, properties and financial and other condition of the
Company and its Significant Subsidiaries with officers and employees of the
Company and its Significant Subsidiaries and with its independent certified
public accountants.

5.7 Notices.  Give notice to the  Administrative  Agent  (which  shall  promptly
transmit such notice to each Lender) of:

               (a) within  five  Business  Days after the  Company  knows or has
          reason to know  thereof,  the  occurrence  of any material  Default or
          Event of Default;

               (b)  promptly,   any  default  or  event  of  default  under  any
          Contractual  Obligation  of the  Company  or  any  of its  Significant
          Subsidiaries  which  would  reasonably  be expected to have a Material
          Adverse Effect;

               (c) promptly, any litigation,  or any investigation or proceeding
          known to the Company,  affecting the Company or any of its Significant
          Subsidiaries  which  would  reasonably  be expected to have a Material
          Adverse Effect;

               (d) as soon as possible and in any event within 30 days after the
          Company  knows or has reason to know  thereof:  (i) the  occurrence or
          expected  occurrence of any Reportable Event with respect to any Plan,
          a failure to make any required contribution to a Plan, the creation of
          any Lien in favor of the PBGC or a Plan or any withdrawal from, or the
          termination,  Reorganization or Insolvency of, any Multiemployer  Plan
          or (ii) the  institution  of  proceedings  or the  taking of any other
          action by the PBGC or the Company or any Commonly Controlled Entity or
          any  Multiemployer  Plan with respect to the  withdrawal  from, or the
          terminating, Reorganization or Insolvency of, any Plan; and

               (e)  promptly,   any  other  development  or  event  which  would
          reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer of the Company setting forth details of the occurrence
referred to therein and stating what action the Company proposes to take with
respect thereto.

5.8 Environmental Laws. (a) Comply with, and ensure compliance by all tenants
and subtenants, if any, with, all applicable Environmental Laws and obtain and
comply in all material respects with and maintain, and ensure that all tenants
and subtenants obtain and comply in all material respects with and maintain, any
and all licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws except to the extent that failure to do so would
not reasonably be expected to have a Material Adverse Effect;

                  (b) Conduct and complete all investigations, studies, sampling
and testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all lawful
orders and directives of all Governmental Authorities regarding Environmental
Laws except to the extent that the same are being contested in good faith by
appropriate proceedings and the pendency of such proceedings would not
reasonably be expected to have a Material Adverse Effect; and

                  (c) Defend, indemnify and hold harmless the Administrative
Agent and the Lenders, and their respective employees, agents, officers and
directors, from and against any and all claims, demands, penalties, fines,
liabilities, settlements, damages, costs and expenses of whatever kind or nature
known or unknown, contingent or otherwise, arising out of, or in any way
relating to the violation of, noncompliance with or liability under, any
Environmental Law applicable to the operations of the Company, any of its
Significant Subsidiaries or the Properties, or any orders, requirements or
demands of Governmental Authorities related thereto, including, without
limitation, attorney's and consultant's fees, investigation and laboratory fees,
response costs, court costs and litigation expenses, except to the extent that
any of the foregoing arise out of the gross negligence or willful misconduct of
the party seeking indemnification therefor. The agreements in this paragraph
shall survive repayment of the Loans and all other amounts payable hereunder.

5.9 Consolidated  Adjusted Indebtedness to Adjusted  Capitalization.  Not permit
the  ratio  of  (i)   Consolidated   Adjusted   Indebtedness  to  (ii)  Adjusted
Capitalization at any time to exceed .60 to 1:00.

5.10 Liens, Etc. Not create or suffer to exist any Lien upon or with respect to
any of its properties, whether now owned or hereafter acquired, or assign, or
assign any right to receive income, in each case to secure or provide for the
payment of any Indebtedness of any Person, other than (i) purchase money Liens
or purchase money security interests upon or in any property acquired or held by
it or any Subsidiary in the ordinary course of business to secure the purchase
price of such property or to secure indebtedness incurred solely for the purpose
of financing the acquisition of such property, (ii) Liens existing on such
property at the time of its acquisition (other than any such Lien created in
contemplation of such acquisition), (iii) Liens existing on the Effective Date
hereof, (iv) Liens on property financed through the issuance of industrial
revenue bonds in favor of the holders of such bonds or any agent or trustee
therefor, (v) Liens securing Indebtedness in an aggregate amount not in excess
of 15% of the Company's Consolidated Tangible Assets, (vi) Liens on property
subject to escrow or similar arrangements established in connection with
litigation settlements, (vii) Liens incurred pursuant to a receivables
securitization or (viii) Permitted Liens.

SECTION 6.        EVENTS OF DEFAULT

                  Upon the occurrence of any of the following events:

                  (a) The Company shall fail to pay any principal on any Loan
         when due in accordance with the terms thereof or hereof on the maturity
         date thereof; or the Company shall fail to pay any interest on any Loan
         or any fee or other amount payable hereunder when due in accordance
         with the terms thereof or hereof and such failure shall continue
         unremedied for five Business Days (or in the case of any other amount
         that is not interest or a fee, three Business Days after the Company
         has received from the Administrative Agent notice of said default); or

                  (b) Any representation or warranty made or deemed made by the
         Company herein or which is contained in any certificate, document or
         financial or other statement furnished at any time under or in
         connection with this Agreement shall prove to have been incorrect,
         false or misleading in any material respect on or as of the date made
         or deemed made; or

                  (c) The Company shall (i) default in the due performance or
         observance of subsection 5.9 (provided that no Default or Event of
         Default shall arise or exist under this subsection 6(c)(i) in respect
         of such a breach if prior to the time the Company is required to give
         notice to the Lenders under subsection 5.7(a) of such breach, such
         breach has been cured (determined on a pro forma basis)), or (ii)
         default in any material respect in the observance or performance of any
         other term, covenant or agreement contained in this Agreement (other
         than as described in subsections 6(a) or 6(c)(i) above), and such
         default shall continue unremedied for a period of 30 days or more; or

                  (d) The Company or any of its Significant Subsidiaries shall
         (i) default in any payment of principal of or interest on any
         Indebtedness (other than the Loans) in a principal amount outstanding
         of at least $100,000,000 in the aggregate for the Company and its
         Significant Subsidiaries or in the payment of any matured Guarantee
         Obligation in a principal amount outstanding of at least $100,000,000
         in the aggregate for the Company and its Significant Subsidiaries
         beyond the period of grace (not to exceed 30 days), if any, provided in
         the instrument or agreement under which such Indebtedness or Guarantee
         Obligation was created; or (ii) default in the observance or
         performance of any other agreement or condition relating to any such
         Indebtedness in a principal amount outstanding of at least $100,000,000
         in the aggregate for the Company and its Significant Subsidiaries or
         Guarantee Obligation in a principal amount outstanding of at least
         $100,000,000 in the aggregate for the Company and its Significant
         Subsidiaries or contained in any instrument or agreement evidencing,
         securing or relating thereto, or any other event shall occur or
         condition exist, the effect of which default or other event or
         condition is to cause, or to permit the holder or holders of such
         Indebtedness or beneficiary or beneficiaries of such Guarantee
         Obligation (or a trustee or agent on behalf of such holder or holders
         or beneficiary or beneficiaries) to cause, with the giving of notice if
         required, such Indebtedness to become due prior to its stated maturity
         or such Guarantee Obligation to become payable; or

                  (e) (i) The Company or any of its Significant Subsidiaries
         shall commence any case, proceeding or other action (A) under any
         existing or future law of any jurisdiction, domestic or foreign,
         relating to bankruptcy, insolvency, reorganization or relief of
         debtors, seeking to have an order for relief entered with respect to
         it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
         reorganization, arrangement, adjustment, winding-up, liquidation,
         dissolution, composition or other relief with respect to it or its
         debts, or (B) seeking appointment of a receiver, trustee, custodian,
         conservator or other similar official for it or for all or any
         substantial part of its assets, or the Company or any such Significant
         Subsidiary shall make a general assignment for the benefit of its
         creditors; or (ii) there shall be commenced against the Company or any
         such Significant Subsidiary any case, proceeding or other action of a
         nature referred to in clause (i) above which (A) results in the entry
         of an order for relief or any such adjudication or appointment or (B)
         remains undismissed, undischarged or unbonded for a period of 60 days;
         or (iii) there shall be commenced against the Company or any such
         Significant Subsidiary any case, proceeding or other action seeking
         issuance of a warrant of attachment, execution, distraint or similar
         process against all or any substantial part of its assets which results
         in the entry of an order for any such relief which shall not have been
         vacated, discharged, or stayed or bonded pending appeal within 60 days
         from the entry thereof; or (iv) the Company or any such Significant
         Subsidiary shall take any action in furtherance of, or indicating its
         consent to, approval of, or acquiescence in, any of the acts set forth
         in clause (i), (ii), or (iii) above; or (v) the Company or any such
         Significant Subsidiary shall generally not, or shall be unable to, or
         shall admit in writing its inability to, pay its debts as they become
         due; or

                  (f) One or more judgments or decrees shall be entered against
         the Company or any of its Significant Subsidiaries involving in the
         aggregate a liability (not paid when due or covered by insurance) of
         $100,000,000 or more and all such judgments or decrees shall not have
         been vacated, discharged, stayed or bonded pending appeal within 30
         days from the entry thereof; or

                  (g) (i) Any Person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
         defined in Section 302 of ERISA), whether or not waived, shall exist
         with respect to any Plan or any Lien in favor of the PBGC or a Plan
         shall arise on the assets of the Company or any Commonly Controlled
         Entity, (iii) a Reportable Event shall occur with respect to, or
         proceedings shall commence to have a trustee appointed, or a trustee
         shall be appointed, to administer or to terminate, any Single Employer
         Plan, which Reportable Event or commencement of proceedings or
         appointment of a trustee is, in the reasonable opinion of the Majority
         Lenders, likely to result in the termination of such Plan for purposes
         of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for
         purposes of Title IV of ERISA, (v) the Company, any of its Significant
         Subsidiaries or any Commonly Controlled Entity shall, or in the
         reasonable opinion of the Majority Lenders is likely to, incur any
         liability in connection with a withdrawal from, or the Insolvency or
         Reorganization of, any Multiemployer Plan or (vi) any other similar
         event or condition shall occur or exist with respect to a Plan; and in
         each case in clauses (i) through (vi) above, such event or condition,
         together with all other such events or conditions, if any, could have a
         Material Adverse Effect; or

                  (h) Either (i) a "person" or a "group" (within the meaning of
         Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934)
         becomes the "beneficial owner" (as defined in Rule 13d-3 under the
         Securities Exchange Act of 1934) of more than 25% of the then
         outstanding voting stock of the Company or (ii) a majority of the Board
         of Directors of the Company shall consist of individuals who are not
         Continuing Directors; "Continuing Director" means, as of any date of
         determination, (i) an individual who on the date two years prior to
         such determination date was a member of the Company's Board of
         Directors and (ii) any new Director whose nomination for election by
         the Company's shareholders was approved by a vote of at least 75% of
         the Directors then still in office who either were Directors on the
         date two years prior to such determination date or whose nomination for
         election was previously so approved;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (e) above in respect of the Company,
automatically the Commitments shall immediately terminate and the Loans (with
accrued interest thereon), and all other amounts owing under this Agreement
shall immediately become due and payable, and (B) if such event is any other
Event of Default, either or both of the following actions may be taken: (i) with
the consent of the Majority Lenders, the Administrative Agent may, or upon the
request of the Majority Lenders, the Administrative Agent shall, by notice to
the Company declare the Commitments to be terminated forthwith, whereupon the
Commitments shall immediately terminate; and (ii) with the consent of the
Majority Lenders, the Administrative Agent may, or upon the request of the
Majority Lenders, the Administrative Agent shall, by notice of default to the
Company, declare the Loans (with accrued interest thereon) and all other amounts
owing under this Agreement to be due and payable forthwith, whereupon the same
shall immediately become due and payable. Except as expressly provided above in
this Section 6, presentment, demand, protest and all other notices of any kind
are hereby expressly waived.

SECTION 7.        THE ADMINISTRATIVE AGENT

7.1 Appointment. Each Lender hereby irrevocably designates and appoints JPMCB as
the Administrative Agent of such Lender under this Agreement, and each such
Lender irrevocably authorizes JPMCB, as the Administrative Agent for such
Lender, to take such action on its behalf under the provisions of this Agreement
and to exercise such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement, together with such
other powers as are reasonably incidental thereto. Notwithstanding any provision
to the contrary elsewhere in this Agreement, the Administrative Agent shall not
have any duties or responsibilities, except those expressly set forth herein, or
any fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Administrative Agent. Neither the
Syndication Agent nor the Co-Documentation Agents shall have any duties under
this Agreement.

7.2 Delegation of Duties. The Administrative Agent may execute any of its duties
under this Agreement by or through agents or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties.
The Administrative Agent shall not be responsible for the negligence or
misconduct of any agents or attorneys-in-fact selected by it with reasonable
care.

7.3 Exculpatory Provisions. Neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(i) liable for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with this Agreement (except for its or such
Person's own gross negligence or willful misconduct) or (ii) responsible in any
manner to any of the Lenders for any recitals, statements, representations or
warranties made by the Company or any officer thereof contained in this
Agreement or in any certificate, report, statement or other document referred to
or provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or for any failure
of the Company to perform its obligations hereunder. The Administrative Agent
shall not be under any obligation to any Lender to ascertain or to inquire as to
the observance or performance by the Company of any of the agreements contained
in, or conditions of, this Agreement (other than the receipt by the
Administrative Agent of the documents specified in subsection 4.1), or to
inspect the properties, books or records of the Company.

7.4 Reliance by Administrative Agent. The Administrative Agent shall be entitled
to rely, and shall be fully protected in relying, upon any writing, resolution,
notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy,
telex or teletype message, statement, order or other document or conversation
reasonably believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of
legal counsel (including, without limitation, counsel to the Company),
independent accountants and other experts selected by the Administrative Agent.
The Administrative Agent may deem and treat the payee of any Loan as the owner
thereof for all purposes unless (a) a written notice of assignment, negotiation
or transfer thereof shall have been filed with the Administrative Agent and (b)
the Administrative Agent shall have received the written agreement of such
assignee to be bound hereby as fully and to the same extent as if such assignee
were an original Lender party hereto, in each case in form satisfactory to the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement unless it shall
first receive such advice or concurrence of the Majority Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement in accordance with a request of the Majority Lenders, and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders and all future holders of the Loans.

7.5 Notice of Default. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Lender or
the Company referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Majority Lenders; provided, however, that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.

7.6 Non-Reliance on Administrative Agent and Other Lenders. Each Lender
expressly acknowledges that neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates has made
any representation or warranty to it and that no act by the Administrative Agent
hereinafter taken, including any review of the affairs of the Company shall be
deemed to constitute any representation or warranty by the Administrative Agent
to any Lender. Each Lender represents to the Administrative Agent 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 appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
Company and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon the Administrative Agent or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement, and to make such investigation as it
deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Company. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent hereunder, the Administrative Agent shall
not have any duty or responsibility to provide any Lender with any credit or
other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of the Company which may
come into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates.

7.7 Indemnification. The Lenders agree to indemnify the Administrative Agent (to
the extent not reimbursed by the Company and without limiting the obligation of
the Company to do so), ratably according to their respective Commitment
Percentages in effect on the date on which indemnification is sought under this
subsection, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever which may at any time (including, without limitation, at
any time following the payment of the Loans) be imposed on, incurred by or
asserted against the Administrative Agent in any way relating to or arising out
of this Agreement or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken
or omitted by the Administrative Agent under or in connection with any of the
foregoing; provided, however, that no Lender shall be liable for the payment of
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting solely
from the Administrative Agent's gross negligence or willful misconduct. The
agreements in this subsection shall survive the termination of this Agreement
and payment of the Loans and all other amounts payable hereunder.

7.8 Administrative Agent in Its Individual Capacity. The Administrative Agent
and its Affiliates may make loans to, accept deposits from and generally engage
in any kind of business with the Company as though the Administrative Agent were
not the Administrative Agent hereunder. With respect to its Loans made or
renewed by it, the Administrative Agent shall have the same rights and powers
under this Agreement as any Lender and may exercise the same as though it were
not the Administrative Agent, and the terms "Lender" and "Lenders" shall include
the Administrative Agent in its individual capacity.

7.9 Successor Administrative Agent. The Administrative Agent may resign as
Administrative Agent upon 15 days' notice to the Company and the Lenders. If the
Administrative Agent shall resign as Administrative Agent under this Agreement,
then the Majority Lenders shall appoint from among the Lenders a successor
Administrative Agent for the Lenders, which successor shall be approved by the
Company, whereupon such successor shall succeed to the rights, powers and duties
of the Administrative Agent, and the term "Administrative Agent" shall mean such
successor effective upon such appointment and approval, and the former
Administrative Agent's rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Agreement. After any
retiring Administrative Agent's resignation as Administrative Agent, the
provisions of this subsection shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Administrative Agent under this
Agreement.

SECTION 8.        MISCELLANEOUS

8.1 Amendments and Waivers. Neither this Agreement nor any terms hereof may be
amended, supplemented or modified except in accordance with the provisions of
this subsection. The Majority Lenders may, or, with the written consent of the
Majority Lenders, the Administrative Agent may, from time to time, (a) enter
into with the Company written amendments, supplements or modifications hereto
for the purpose of adding any provisions to this Agreement or changing in any
manner the rights of the Lenders or of the Company hereunder or (b) waive, on
such terms and conditions as the Majority Lenders or the Administrative Agent,
as the case may be, may specify in such instrument, any of the requirements of
this Agreement or any Default or Event of Default and its consequences;
provided, however, that no such waiver and no such amendment, supplement or
modification shall (i) reduce the amount or extend the scheduled date of
maturity of any Loan, or reduce the stated rate of any interest or fee payable
hereunder (other than interest at the increased post-default rate) or extend the
scheduled date of any payment thereof or increase the amount or extend the
expiration date of any Lender's Commitment, in each case without the consent of
each Lender directly affected thereby, or (ii) amend, modify or waive any
provision of this subsection or reduce the percentage specified in the
definition of Majority Lenders, or consent to the assignment or transfer by the
Company of any of its rights and obligations under this Agreement, in each case
without the written consent of all the Lenders, or (iii) amend, modify or waive
any provision of Section 7 without the written consent of the then
Administrative Agent. Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Lenders and shall be binding
upon the Company, the Lenders and the Administrative Agent. In the case of any
waiver, the Company, the Lenders and the Administrative Agent shall be restored
to their former position and rights hereunder and under the outstanding Loans,
and any Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.

8.2 Notices. Except as otherwise provided in Section 2, all notices, requests
and demands to or upon the respective parties hereto to be effective shall be in
writing (including by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when received by the
respective party to whom sent, addressed as follows in the case of the Company
and the Administrative Agent, and as set forth on Schedule II hereof in the case
of the Lenders, or to such other address as may be hereafter notified by the
respective parties hereto and any future holders of the Loans:

        The Company:                  Wyeth
                                      Five Giralda Farms
                                      Madison, New Jersey  07940
                                      Attention:  Vice President and Treasurer
                                      Telecopier:  (973) 660-7174
                                      Telephone:  (973) 660-5402
                 with a copy to:      Executive Vice President and
                                      General Counsel
                                      Telecopier:  (973) 660-7156
                                      Telephone:  (973) 660-6040
        The Administrative Agent:     JPMorgan Chase Bank
                                      270 Park Avenue
                                      New York, New York  10017
                                      Attention:  Dawn Lee Lum
                                      Telecopier:  (212) 270-3279
                                      Telephone:  (212) 270-2472
                                      and
                                      JPMorgan Chase Bank
                                      One Chase Manhattan Plaza, 8th Floor
                                      New York, New York  10081
                                      Attention:  Janet Belden
                                      Telecopier:  (212) 270-5658
                                      Telephone:  (212) 552-7277

8.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of the Administrative Agent or any Lender, any right,
remedy, power or privilege hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.

8.4 Survival of Representations and Warranties. All representations and
warranties made hereunder and in any document, certificate or statement
delivered pursuant hereto or in connection herewith shall survive the execution
and delivery of this Agreement and the Loans and the making of the Loans,
provided that all such representations and warranties shall terminate on the
date upon which the Commitments have been terminated and all amounts owing
hereunder and under any Loans have been paid in full.

8.5 Payment of Expenses and Taxes. The Company agrees (a) to pay or reimburse
the Administrative Agent for all its reasonable out-of-pocket costs and expenses
incurred in connection with the development, preparation, printing and execution
of, and any amendment, supplement or modification to, this Agreement and any
other documents prepared in connection herewith or therewith, and the
consummation and administration of the transactions contemplated hereby and
thereby, together with the reasonable fees and disbursements of counsel to the
Administrative Agent, (b) to pay or reimburse each Lender and the Administrative
Agent for all its costs and expenses incurred in connection with the enforcement
or preservation of any rights under this Agreement and any such other documents,
including, without limitation, the fees and disbursements of a single counsel to
the Administrative Agent and to the several Lenders (or, to the extent that such
counsel determines that the interests of the Administrative Agent and the
Lenders materially differ, or that such representation would reasonably be
expected to be unadvisable from any party's point of view, a single counsel to
the Administrative Agent and a single counsel to the several Lenders), and (c)
on demand, to pay, indemnify, and hold each Lender and the Administrative Agent
harmless from, any and all recording and filing fees and any and all liabilities
with respect to, or resulting from any delay in paying, stamp, excise and other
similar taxes, if any, which may be payable or determined to be payable in
connection with the execution and delivery of, or consummation or administration
of any of the transactions contemplated by, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of, this Agreement
and any such other documents, and (d) to pay, indemnify, and hold each Lender
and the Administrative Agent (each, an "indemnified party") harmless from and
against, any and all other liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Agreement and any such other documents
and the use, or proposed use, of proceeds of the Loans (all the foregoing,
collectively, the "indemnified liabilities"); provided, however, that the
Company shall have no obligation hereunder to any indemnified party with respect
to indemnified liabilities arising from (i) the gross negligence or willful
misconduct of such indemnified party, (ii) legal proceedings commenced against
such indemnified party by any security holder or creditor thereof arising out of
and based upon rights afforded such security holder or creditor solely in its
capacity as such or (iii) legal proceedings commenced against any Lender by any
other Lender or the Administrative Agent. The agreements in this subsection
shall survive repayment of the Loans and all other amounts payable hereunder.

8.6 Successors and Assigns; Participations; Purchasing Lenders. (a) This
Agreement shall be binding upon and inure to the benefit of the Company, the
Lenders, the Administrative Agent and their respective successors and assigns,
except that the Company may not assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of each
Lender.

                  (b) Any Lender may, in the ordinary course of its commercial
banking business and in accordance with applicable law, at any time sell to one
or more banks or other entities ("Participants") participating interests in any
Loan owing to such Lender, any Commitment of such Lender, or any other interest
of such Lender hereunder. In the event of any such sale by a Lender of
participating interests to a Participant, such Lender's obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance thereof and the
Company and the Administrative Agent shall continue to deal solely and directly
with such Lender in connection with such Lender's rights and obligations under
this Agreement. No Lender shall transfer or grant any participation under which
the Participant shall have rights to approve any amendment to or waiver of this
Agreement except to the extent such amendment or waiver would (i) extend the
scheduled maturity of any Loan in which such Participant is participating, or
reduce the stated rate or extend the time of payment of interest or Facility
Fees thereon (except in connection with a waiver of interest at the increased
post-default rate) or reduce the principal amount thereof, or increase the
amount of the Participant's participation over the amount thereof then in effect
(it being understood that a waiver of any Default or Event of Default shall not
constitute a change in the terms of such participation, and that an increase in
any Commitment or Loan shall be permitted without consent of any Participant if
the Participant's participation is not increased as a result thereof) or (ii)
consent to the assignment or transfer by the Company of any of its rights and
obligations under this Agreement. In the case of any such participation, the
Participant shall not have any rights under this Agreement (the Participant's
rights against such Lender in respect of such participation to be those set
forth in the agreement executed by such Lender in favor of the Participant
relating thereto) and all amounts payable by the Company hereunder shall be
determined as if such Lender had not sold such participation, provided that each
Participant shall be entitled to the benefits of subsections 2.15, 2.16 and 8.5
with respect to its participation in the Commitments and the Loans outstanding
from time to time; provided that no Participant shall be entitled to receive any
greater amount pursuant to such subsections than the transferor Lender would
have been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer
occurred.

                  (c) Any Lender may, in the ordinary course of its commercial
banking business and in accordance with applicable law, at any time sell,
pursuant to a Commitment Transfer Supplement, to (i) any Lender or any affiliate
thereof all or any part of its rights and obligations under this Agreement, and
(ii) with the consent of the Administrative Agent and, so long as no Default or
Event of Default under Section 6(a) or (e) is then in existence, the Company (in
each case, which consent shall not be unreasonably withheld or delayed), to one
or more additional banks or financial institutions ("Purchasing Lenders"), all
or any part of its rights and obligations under this Agreement, in the case of
the aforementioned clause (ii), in minimum amounts of $10,000,000 (or, if less,
the entire amount of such Lender's obligations) so long as, in the case of each
of the aforementioned clauses (i) and (ii) hereof, after giving effect thereto,
the remaining Commitment of such selling Lender, shall not be less than
$10,000,000, unless such selling Lender has not retained any Commitment
hereunder, and a Commitment Transfer Supplement has been executed by such
Purchasing Lender, such transferor Lender (and, in the case of a Purchasing
Lender that is not then a Lender or an affiliate thereof, by the Company and the
Administrative Agent), and delivered to the Administrative Agent for its
acceptance and recording in the Register. Upon such execution, delivery,
acceptance and recording, from and after the Transfer Effective Date specified
in such Commitment Transfer Supplement, (x) the Purchasing Lender thereunder
shall be a party hereto and, to the extent provided in such Commitment Transfer
Supplement, have the rights and obligations of a Lender hereunder with a
Commitment as set forth therein, and (y) the transferor Lender thereunder shall,
to the extent provided in such Commitment Transfer Supplement, be released from
its obligations under this Agreement (and, in the case of a Commitment Transfer
Supplement covering all or the remaining portion of a transferor Lender's rights
and obligations under this Agreement, such transferor Lender shall cease to be a
party hereto). Such Commitment Transfer Supplement shall be deemed to amend this
Agreement to the extent, and only to the extent, necessary to reflect the
addition of such Purchasing Lender and the resulting adjustment of Commitment
Percentages arising from the purchase by such Purchasing Lender of all or a
portion of the rights and obligations of such transferor Lender under this
Agreement.

                  (d) The Administrative Agent shall maintain at its address
referred to in subsection 8.2 a copy of each Commitment Transfer Supplement
delivered to it and a register (the "Register") for the recordation of the names
and addresses of the Lenders and the Commitment of, and principal amount of the
Loans owing to, each Lender from time to time. The entries in the Register shall
be conclusive, in the absence of manifest error, and the Company, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register as the owner of the Loan recorded therein for all
purposes of this Agreement. The Register shall be available for inspection by
the Company or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

                  (e) Upon its receipt of a Commitment Transfer Supplement
executed by a transferor Lender and a Purchasing Lender (and, in the case of a
Purchasing Lender that is not then a Lender or an affiliate thereof, by the
Company and the Administrative Agent) together with payment to the
Administrative Agent (by the transferor Lender or the Purchasing Lender, as
agreed between them) of a registration and processing fee of $3,500 for each
Purchasing Lender listed in such Commitment Transfer Supplement, the
Administrative Agent shall (i) accept such Commitment Transfer Supplement, (ii)
record the information contained therein in the Register and (iii) give prompt
notice of such acceptance and recordation to the Lenders and the Company.

                  (f) The Company authorizes each Lender to disclose to any
Participant or Purchasing Lender (each, a "Transferee") and any prospective
Transferee any and all financial information in such Lender's possession
concerning the Company and its Affiliates which has been delivered to such
Lender by or on behalf of the Company pursuant to this Agreement or which has
been delivered to such Lender by or on behalf of the Company in connection with
such Lender's credit evaluation of the Company and its Affiliates prior to
becoming a party to this Agreement; in each case subject to subsection 8.14.

                  (g) At the time of each assignment pursuant to this subsection
8.6 to a Person which is not already a Lender hereunder and which is not a
United States person (as such term is defined in Section 7701(a)(30) of the
Code) for Federal income tax purposes, the respective assignee Lender shall
provide to the Company and the Administrative Agent the appropriate Internal
Revenue Service Forms (and, if applicable, a 2.17 Certificate) described in
subsection 2.17.

                  (h) Nothing herein shall prohibit any Lender from pledging or
assigning any of its rights under this Agreement (including, without limitation,
any right to payment of principal and interest under any Loan) to any Federal
Reserve Bank in accordance with applicable laws.

8.7 Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a
"benefited Lender") shall at any time receive any payment of all or part of its
Committed Rate Loans, or interest thereon, or receive any collateral in respect
thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in clause (e) of Section 6, or otherwise)
in a greater proportion than any such payment to or collateral received by any
other Lender, if any, in respect of such other Lender's Committed Rate Loans, or
interest thereon (except as expressly provided in subsection 2.18), such
benefited Lender shall purchase for cash from the other Lenders a participating
interest in such portion of each such other Lender's Committed Rate Loan, or
shall provide such other Lenders with the benefits of any such collateral, or
the proceeds thereof, as shall be necessary to cause such benefited Lender to
share the excess payment or benefits of such collateral or proceeds ratably with
each of the Lenders; provided, however, that if all or any portion of such
excess payment or benefits is thereafter recovered from such benefited Lender,
such purchase shall be rescinded, and the purchase price and benefits returned,
to the extent of such recovery, but without interest. The Company agrees that
each Lender so purchasing a portion of another Lender's Committed Rate Loan may
exercise all rights of payment (including, without limitation, rights of
set-off) with respect to such portion as fully as if such Lender were the direct
holder of such portion.

                  (b) In addition to any rights and remedies of the Lenders
provided by law (including, without limitation, other rights of set-off), each
Lender shall have the right, without prior notice to the Company, any such
notice being expressly waived by the Company to the extent permitted by
applicable law, upon the occurrence of any Event of Default, to setoff and
appropriate and apply any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by such Lender or
any branch or agency thereof to or for the credit or the account of the Company,
or any part thereof in such amounts as such Lender may elect, against and on
account of the obligations and liabilities of the Company to such Lender
hereunder and claims of every nature and description of such Lender against the
Company, in any currency, whether arising hereunder, under the Loans or under
any documents contemplated by or referred to herein or therein, as such Lender
may elect, whether or not such Lender has made any demand for payment and
although such obligations, liabilities and claims may be contingent or
unmatured. The aforesaid right of set-off may be exercised by such Lender
against the Company or against any trustee in bankruptcy, debtor in possession,
assignee for the benefit of creditors, receiver or execution, judgment or
attachment creditor of the Company, or against anyone else claiming through or
against the Company or any such trustee in bankruptcy, debtor in possession,
assignee for the benefit of creditors, receiver, or execution, judgment or
attachment creditor, notwithstanding the fact that such right of set-off shall
not have been exercised by such Lender prior to the occurrence of any Event of
Default. Each Lender agrees promptly to notify the Company and the
Administrative Agent after any such set-off and application made by such Lender;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application.

8.8 Table of  Contents  and  Section  Headings.  The table of  contents  and the
Section and subsection  headings  herein are intended for  convenience  only and
shall be ignored in construing this Agreement.

8.9 Counterparts. This Agreement may be executed by one or more of the parties
to this Agreement on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Agreement signed by all the parties
shall be lodged with the Company and the Administrative Agent.

8.10 Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

8.11 Integration. This Agreement represents the agreement of the Company, the
Administrative Agent and the Lenders with respect to the subject matter hereof,
and there are no promises, undertakings, representations or warranties by the
Administrative Agent, the Company or any Lender relative to the subject matter
hereof not expressly set forth or referred to herein.

8.12 Governing Law. This Agreement and the rights and obligations of the parties
under this  Agreement  shall be governed by, and  construed and  interpreted  in
accordance with, the law of the State of New York.

8.13 Consent to Jurisdiction and Service of Process. All judicial proceedings
brought against the Company with respect to this Agreement may be brought in any
state or federal court of competent jurisdiction in the State of New York, and,
by execution and delivery of this Agreement, the Company accepts, for itself and
in connection with its properties, generally and unconditionally, the
non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be
bound by any final judgment rendered thereby in connection with this Agreement
from which no appeal has been taken or is available. The Company irrevocably
agrees that all process in any such proceedings in any such court may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to it at its address set
forth in subsection 8.2 or at such other address of which the Administrative
Agent shall have been notified pursuant thereto, such service being hereby
acknowledged by the Company to be effective and binding service in every
respect. Each of the Company, the Administrative Agent and the Lenders
irrevocably waives any objection, including, without limitation, any objection
to the laying of venue or based on the grounds of forum non conveniens which it
may now or hereafter have to the bringing of any such action or proceeding in
any such jurisdiction. Nothing herein shall affect the right to serve process in
any other manner permitted by law or shall limit the right of any Lender to
bring proceedings against the Company in the court of any other jurisdiction.

8.14 Confidentiality. (a) The Company, the Lenders, the Syndication Agent, the
Co-Documentation Agents and the Administrative Agent hereby agree that each of
the Company, the Lenders, the Syndication Agent, the Co-Documentation Agents and
the Administrative Agent (and each of their respective, and their respective
affiliates' employees, officers, directors, agents and advisors) is, and has
been from the commencement of discussions with respect to the facility
established by this Agreement (the "Facility"), permitted to disclose to any and
all Persons, without limitation of any kind, the tax treatment and tax structure
of the Facility, and all materials of any kind (including opinions or other tax
analyses) that are or have been provided to the Company, such Lender, the
Syndication Agent, the Co-Documentation Agents or the Administrative Agent
relating to such tax treatment and tax aspects. In this regard, each of the
Company, the Lenders, the Syndication Agent, the Co-Documentation Agents and the
Administrative Agent acknowledges and agrees that its disclosure of the tax
treatment and tax structure of the Facility is not limited in any way by an
express or implied understanding or agreement, oral or written (whether or not
such understanding or agreement is legally binding). Furthermore, each of the
Company, the Lenders, the Syndication Agent, the Co-Documentation Agents and the
Administrative Agent acknowledges and agrees that it does not know or have
reason to know that its use or disclosure of information relating to the tax
treatment and tax structure of the Facility is limited in any other manner (such
as where the facility is claimed to be proprietary or exclusive) for the benefit
of any other Person. To the extent that disclosure of the tax treatment and tax
structure of the Facility by the Company, the Syndication Agent, the
Co-Documentation Agents, the Administrative Agent or the Lenders is limited by
any existing agreement between the Company and the Administrative Agent, the
Syndication Agent, the Co-Documentation Agents or the Lenders, such limitation
is agreed to be void ab initio and such agreement is hereby amended to permit
disclosure of the tax treatment and tax structure of the Facility as provided in
this paragraph (a).

                  (b) Each of the Lenders agrees that it will maintain in
confidence, and will not disclose without the prior consent of the Company
(other than to its employees, auditors or counsel or to another Lender or to any
affiliate of a Lender which is a prospective or actual Transferee) any
information with respect to the Company and its Subsidiaries which is furnished
pursuant to this Agreement or any documents contemplated by or referred to
herein or therein and which is designated by the Company to the Lenders in
writing as confidential, except that any Lender may disclose any such
information (a) as has become generally available to the public other than by a
breach of this subsection 8.14, (b) as may be required or appropriate in any
report, statement or testimony submitted to any municipal, state or federal
regulatory body having or claiming to have jurisdiction over such Lender or to
the Federal Reserve Board or the Federal Deposit Insurance Corporation or
similar organizations (whether in the United States or elsewhere) or their
successors, (c) as may be required or appropriate in connection with any
litigation with respect to this Agreement or in response to any summons or
subpoena or any law, order, regulation or ruling applicable to such Lender, or
(d) to any prospective Transferee in connection with any contemplated transfer
pursuant to subsection 8.6, provided that such prospective Transferee shall have
been made aware of this subsection 8.14 and shall have agreed to be bound by its
provisions as if it were a party to this Agreement.

8.15     Acknowledgments.  The Company hereby acknowledges that:

               (a) it has been advised by counsel in the negotiation,  execution
          and delivery of the Agreement;

               (b)  neither  the  Administrative  Agent nor any  Lender  has any
          fiduciary  relationship  with or duty to the Company arising out of or
          in connection  with this  Agreement and the  relationship  between the
          Administrative Agent and the Lenders, on one hand, and the Company, on
          the other hand,  in  connection  herewith is solely that of debtor and
          creditor; and

               (c) no joint  venture  exists  among the Lenders  with respect to
          this Agreement or among the Company and the Lenders.

8.16  Waivers Of Jury  Trial.  The  Company,  the  Administrative  Agent and the
Lenders hereby irrevocably and unconditionally  waive trial by jury in any legal
action  or  proceeding  relating  to this  Agreement  and  for any  counterclaim
therein.



<PAGE>




                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered in New York, New York by its proper
and duly authorized officers as of the day and year first above written.




                                   WYETH


                                   By: ___________________________________
                                   Name:
                                   Title:


                                   JPMORGAN CHASE BANK,
                                   Individually and as Administrative Agent


                                   By: ___________________________________
                                   Name:
                                   Title:



                                   CITIBANK, N.A., Individually and as
                                   Syndication Agent


                                   By: ___________________________________
                                   Name:
                                   Title:




<PAGE>







                                   THE BANK OF NOVA SCOTIA, Individually and as
                                   Co-Documentation Agent

                                   By:___________________________________
                                   Name:
                                   Title:





<PAGE>




                                   COMMERZBANK AG, NEW YORK AND GRAND CAYMAN
                                   BRANCHES, Individually and as
                                   Co-Documentation Agent

                                   By:___________________________________
                                   Name:
                                   Title:





<PAGE>




                                   UBS AG, CAYMAN ISLANDS BRANCH, Individually
                                   and as Co-Documentation Agent

                                   By:___________________________________
                                   Name:
                                   Title:





<PAGE>




                                  BANCA NAZIONALE DEL LAVORO, S.P.A. - NEW YORK
                                  BRANCH, Individually and as Managing Agent

                                  By:___________________________________
                                  Name:
                                  Title:





<PAGE>




                                  THE BANK OF NEW YORK

                                  By:___________________________________
                                  Name:
                                  Title:





<PAGE>




                                  FLEET NATIONAL BANK

                                  By:___________________________________
                                  Name:
                                  Title:





<PAGE>




                                  MORGAN STANLEY BANK

                                  By:___________________________________
                                  Name:
                                  Title:





<PAGE>




                                  SAN PAOLO IMI S.P.A.

                                  By:___________________________________
                                  Name:
                                  Title:





<PAGE>




                                  U.S. BANK N.A.

                                  By:___________________________________
                                  Name:
                                  Title:





<PAGE>




                                  WACHOVIA BANK, NATIONAL ASSOCIATION

                                  By:___________________________________
                                  Name:
                                  Title:





<PAGE>




                                  ABN AMRO BANK N.V.

                                  By:___________________________________
                                  Name:
                                  Title:





<PAGE>




                                   CREDIT AGRICOLE INDOSUEZ

                                   By:___________________________________
                                   Name:
                                   Title:





<PAGE>




                                   MELLON BANK, N.A.

                                   By:___________________________________
                                   Name:
                                   Title:





<PAGE>




                                   THE NORTHERN TRUST COMPANY

                                   By:___________________________________
                                   Name:
                                   Title:





<PAGE>




                                   BANCO POPULAR DE PUERTO RICO

                                   By:___________________________________
                                   Name:
                                   Title:





<PAGE>




                                   THE GOVERNOR AND COMPANY OF BANK OF IRELAND

                                   By:___________________________________
                                   Name:
                                   Title:





<PAGE>




                                   BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

                                   By:___________________________________
                                   Name:
                                   Title:















<PAGE>

                                                                   SCHEDULE I

                                   COMMITMENTS



Lender                                                       Commitment
JPMorgan Chase Bank                                         $175,000,000.00
Citibank, N.A.                                              $175,000,000.00
The Bank of Nova Scotia                                     $134,166,666.67
Commerzbank AG, New York and Grand Cayman Branches          $134,166,666.67
UBS AG, Stamford Branch                                     $134,166,666.66
Banca Nazionale del Lavoro                                   $75,000,000.00
The Bank of New York                                         $50,000,000.00
Fleet National Bank                                          $50,000,000.00
Morgan Stanley Bank                                          $50,000,000.00
SAN PAOLO IMI S.p.A.                                         $50,000,000.00
U.S. Bank N.A.                                               $50,000,000.00
Wachovia Bank, National Association                          $50,000,000.00
ABN Amro Bank N.V.                                           $45,000,000.00
Credit Agricole Indosuez                                     $37,500,000.00
Mellon Bank, N.A.                                            $37,500,000.00
The Northern Trust Company                                   $37,500,000.00
Banco Popular de Puerto Rico                                 $25,000,000.00
Bank of Ireland                                              $25,000,000.00
Banco Bilbao Vizcaya Argentaria, S.A.                        $15,000,000.00

Total                                                     $1,350,000,000.00



                       BANK ADDRESSES AND LENDING OFFICES


JPMorgan Chase Bank
270 Park Avenue
New York, New York  10017
Attention:  Dawn Lee Lum
Telephone:  (212) 270-2472
Facsimile:  (212) 270-3279

with copies to:
One Chase Manhattan Plaza, 8th Floor
New York, New York  10081
Attention:  Janet Belden
Telephone:  (212) 552-7277
Facsimile:  (212) 270-5658

Citibank, N.A.
388 Greenwich Street
New York, New York 10043
Attention:  William Clark
Telephone:  (212) 816-8183
Facsimile:  (212) 816-8051

The Bank of Nova Scotia
600 Peachtree Street, Suite 2700
Atlanta, GA 30308
Attention:  Patrick Brown
Telephone:  (404) 877-1506
Facsimile:  (404) 888-8982

CommerzBank
2 World Financial Center
New York, NY 10281
Attention:  Robert Taylor
Telephone:  (212) 266-7708
Facsimile:  (212) 266-7594

UBS AG
677 Washington Boulevard
Stamford, CT 06901
Attention:  Marie Haddad
Telephone:  (203) 719-5609
Facsimile:  (203) 719-3888

Banca Nazionale Del Lavoro
25 West 51 Street
New York, NY 10019
Attention:  Francesco DiMario
Telephone:  (212) 314-0239
Facsimile:  (212) 765-2978

The Bank of New York
1 Wall Street
New York, NY 10286
Attention:  Tom McCormack
Telephone:  (212) 635-1395
Facsimile:  (212) 635-1481

Fleet National Bank
100 Federal Street
Boston, MA 02110
Attention:  Roger Boucher
Telephone:  (617) 434-3951
Facsimile:  (617) 434-0819

Morgan Stanley Bank
2500 Lake Park Blvd., Suite 300 C
West Valley City, UT 84120
Attention:  David Morin
Telephone:  (212) 762-2621
Facsimile:  (212) 507-3138

San Paolo IMI S.p.A
245 Park Avenue
New York, NY 10167
Attention:  Luca Sacchi
Telephone:  (212) 692-3130
Facsimile:  (212) 692-3178

US Bank, N.A.
425 Walnut Street, 8th floor
Cincinnati, OH 45202
Attention:  Richard Neltner
Telephone:  (513) 632-4073
Facsimile:  (513) 632-2068

Wachovia Bank, National Association
191 Peachtree St. NE
Atlanta, GA 30303
Attention:  Keith Burson
Telephone:  (312) 574-5965
Facsimile:  (312) 574-5970

ABN Amro Bank N.V.
208 South Lasalle Street, Suite 1500
Chicago, IL 60604
Attention:  Henry Sosa
Telephone:  (212) 409-1488
Facsimile:  (212) 409-1641


<PAGE>



Credit Agricole Indosuez
55 East Monroe, 47th Floor
Chicago, IL 60603
Attention:  Richard Drennan
Telephone:  (312) 917-7441
Facsimile:  (312) 372-3724

Mellon Bank N.A.
1735 Market Street, 7th Floor
Philadelphia, Pennsylvania  19103
Attention:  Kristen Denning
Telephone:  (215) 553-3239
Facsimile:  (215) 553-4899

Northern Trust Company
50 S.LaSalle Street
Chicago, IL 60675
Attention:  Alfred Armengol
Telephone:  (312) 557-1498
Facsimile:  (312) 444-5055

Banco Popular de Puerto Rico
7 West 51st Street
New York, NY 10019
Attention:  Hector Gonzalez
Telephone:  (212) 445-1988
Facsimile:  (212) 245-4677

Bank of Ireland
Bank of Ireland Corp. Banking
Block B2, Lower Baggot Street
Dublin 2, Ireland
Attention:  Fran Collins
Telephone:  00 353 1 604 4141
Facsimile:  00 353 1 604 4240

Banco Bilbao Vizcaya Argentaria
1345 Avenue of the Americas, 45th Floor
New York, NY 10105
Attention:  Hector Villegas
Telephone:  (212) 728-1513
Facsimile:  (212) 333-2904