CREDIT AGREEMENT


                                      among


                       AMERICAN HOME PRODUCTS CORPORATION,


                           THE LENDERS PARTIES HERETO


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


                                 CITIBANK, N.A.
                                       and
                          COMMERZBANK AG, NEW YORK AND
                             GRAND CAYMAN BRANCHES,
                            as Co-Syndication Agents,


                         THE DAI ICHI KANGYO BANK, LTD.
                                       and
                            THE BANK OF NOVA SCOTIA,
                           as Co-Documentation Agents


                                       and


                               JPMORGAN CHASE BANK
                        (f/k/a The Chase Manhattan Bank),
                             as Administrative Agent



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                            Dated as of March 4, 2002

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                                 $3,000,000,000






<PAGE>



     CREDIT  AGREEMENT,  dated as of March 4, 2002, among AMERICAN HOME PRODUCTS
CORPORATION, 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. and
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as co-syndication agents (in
such capacity, the "Co-Syndication  Agents"), THE DAI ICHI KANGYO BANK, LTD. and
THE BANK OF NOVA  SCOTIA,  as  co-documentation  agents (in such  capacity,  the
"Co-Documentation  Agents") and JPMORGAN  CHASE BANK (f/k/a The Chase  Manhattan
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 $3,000,000,000 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 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, 0% and (y) in the case of Eurodollar  Loans, the rate per annum
     set forth below  opposite the Rating  Period then in effect,  provided that
     during a Significant Usage Period, the Applicable Margin for all such Loans
     shall be increased  by (i) .125%  during a Category A Period,  a Category B
     Period  and/or a  Category  C Period  and (ii)  .250%  during a  Category D
     Period:

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

Category A Period                                      .305%

Category B Period                                      .42%

Category C Period                                      .65%

Category D Period                                      .875%

          "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 lower or (ii) the Moody's Credit
     Rating is Baa2 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  D Period and the other  Credit  Rating  falls in a higher  Rating
     Period,  a Category D 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 D 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.

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

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

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

          "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 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 5, 2001,  among the Company,  the lenders party thereto and JPMCB, as
     administrative  agent, as in effect  immediately prior to the occurrence of
     the Effective Date.

          "Existing 5-Year Credit Agreement":  the Credit Agreement, dated as of
     September 9, 1994,  among the  Company,  various of its  subsidiaries,  the
     financial  institutions  from time to time  party  thereto  and  JPMCB,  as
     administrative  agent,  as the same has been  amended,  restated,  modified
     and/or otherwise supplemented through 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,  .07%,  (ii) during a Category B Period,  .08%,
     (iii) during a Category C Period, .10% and (iv) during a Category D Period,
     .125%.

          "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 each  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 (f/k/a The Chase Manhattan 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 date  which is 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 or the Category D Period as then
     in effect.

          "Reference Lenders":  initially, JPMCB, Citibank, N.A. and Commerzbank
     AG, New York and Grand Cayman Branches.

          "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.  Section
     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.

          "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.

          "SEC": the Securities and Exchange Commission.

          "Significant   Subsidiary":   any   Subsidiary   that   satisfies  the
     requirements of Rule 1-02(w) of Regulation S-X as adopted by the Securities
     and Exchange  Commission 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 (i) on which the Aggregate Loans
     exceed  25% of the  Aggregate  Commitments  or  (ii)  occurring  after  the
     Termination Date on which Loans are outstanding.

          "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.

          "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 which is 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.

          "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 an
Extension  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 and on the Maturity Date (or such earlier date
after the Termination Date on which all Loans have been repaid).  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.  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.  If any  Eurodollar  Loan
shall be  prepaid  on any day  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 Section 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 three 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  three  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 Section 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  subject  such  Lender  to any  tax  of any  kind
     whatsoever  with respect to this Agreement or any  Eurodollar  Loan made by
     it,  or  change  the  basis of  taxation  of  payments  to such  Lender  of
     principal,  facility fee,  interest or any other amount  payable  hereunder
     (except  for  changes in the rate of tax on the  overall net income of such
     Lender);

          (ii) 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);

          (iii) 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. 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 Section 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 profits of a Lender  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
provided for herein.  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 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)  (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  which is not a United  States  person  (as such term is  defined in
     Section  7701(a)(30)  of the Code) for U.S.  Federal income tax purposes to
     the extent that such Lender has not provided to the Company  U.S.  Internal
     Revenue  Service  Forms  that  establish  a  complete  exemption  from such
     deduction  or  withholding  and  (y) the  Company  shall  not be  obligated
     pursuant to subsection  2.17(a) hereof to gross-up payments to be made to a
     Lender in respect of Taxes  imposed by the United States if (I) such Lender
     has not provided to the Company the Internal Revenue Service Forms required
     to be provided to the Company  pursuant to this subsection  2.17(b) or (II)
     in the case of a payment,  other than  interest,  to a Lender  described in
     clause  (ii)  above,  to the  extent  that such  Forms do not  establish  a
     complete exemption from withholding of such Taxes. 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 any Taxes  deducted  or  withheld  by it as
     described in the immediately  preceding sentence as a result of any changes
     after the Effective Date in any applicable law, treaty,  governmental rule,
     regulation,  guideline or order, or in the interpretation thereof, relating
     to the deducting or withholding of Taxes.

          (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 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, 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 (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

          (ii) all  obligations  of the  Company  owing to the  Replaced  Lender
     hereunder  (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  Supplement  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, 2000 and as at September 30,
2001 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 Arthur Andersen 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,  2001 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  or in the
Confidential Information Memorandum, dated February 2002.

     3.2 No Change.  Since  December 31, 2000,  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.  The  proceeds  of the  Loans  will be used (i) to
back-up  commercial  paper,  (ii) to finance  payments to  plaintiffs  with tort
claims  relating to the  Company's  previously  marketed  diet drug products and
(iii) 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.

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) 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.

          (g)  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.

          (h) Commitment Reductions under Existing 5-Year Credit Agreement.  The
     Company shall have permanently reduced the aggregate  commitments under its
     Existing  5-Year  Credit  Agreement  from $2.0  billion to $1.0  billion in
     accordance with the terms thereof and, concurrently  therewith,  repaid any
     outstanding loans thereunder required as a result of such reduction.

     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
     Sections 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  (with a
sufficient  number of copies for each  Lender,  which the  Administrative  Agent
shall promptly furnish to each Lender):

          (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  Arthur  Andersen  LLP or  another  firm of  independent
     certified public accountants of nationally recognized standing; and

          (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 for such
     quarter, as filed with the Securities Exchange Commission;

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
(with a sufficient  number of copies for each Lender,  which the  Administrative
Agent shall promptly furnish to each Lender):

          (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  and  non-confidential
     reports  which the Company may make to, or file with,  the  Securities  and
     Exchange Commission or any successor or analogous  Governmental  Authority;
     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 .65 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 or
security  interests  existing on such  property  at the time of its  acquisition
(other than any such Lien or security  interest created in contemplation of such
acquisition),  (iii) Liens or security  interests existing on the Effective Date
hereof,  (iv) Liens or  security  interests  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  or  security  interests  securing
Indebtedness  in an  aggregate  amount  not in  excess  of 15% of the  Company's
Consolidated Tangible Assets or (vi) 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;

          (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
Co-Syndication  Agents  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:                       American Home Products Corporation
                                   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
 he 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, 2.17 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.  Each of the Lenders agrees that it will use its best
efforts not to 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  response  to any  summons or  subpoena  or any law,  order,
regulation  or  ruling  applicable  to such  Lender,  or (d) to any  prospective
Participant or assignee 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.


                                 AMERICAN HOME PRODUCTS CORPORATION


                                 By: /s/ Jack M. O'Conner
                                 Title: Vice President & Treasurer



                                 JPMORGAN CHASE BANK
                                 (f/k/a The Chase Manhattan Bank),
                                 Individually and as Administrative Agent


                                 By: /s/ Dawn Lee Lum
                                 Title: Vice President




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


                                 By: /s/ William E. Clark
                                 Title: Managing Director




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


                                 By: /s/ Robert S. Taylor, Jr.
                                 Title: Senior Vice President


                                 By: /s/ Andrew P. Lusk
                                 Title: Assistant Vice President




<PAGE>



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


                                 By: /s/ Brian S. Allen
                                 Title: Managing Director




                                 THE DAI ICHI KANGYO BANK, LTD., Individually
                                 and as Co-Documentation Agent


                                 By: /s/ Greg Botshon
                                 Title: Vice President




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


                                 By: /s/ Frederic W. Hall
                                 Title: Vice President


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




                                 THE BANK OF NEW YORK


                                 By: /s/ Christopher Kordes
                                 Title: Vice President




<PAGE>



                                 UBS AG, Stamford Branch


                                 By: /s/ Patricia O'Kicki
                                 Title: Director


                                 By: /s/ Wilfred V. Saint
                                 Title: Associate Director




                                 WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                 NEW YORK BRANCH


                                 By: /s/ Duncan M. Robertson
                                 Title: Director


                                 By: /s/ Anthony Alessandro
                                 Title: Manager




                                 FLEET NATIONAL BANK


                                 By: /s/ Wayne Trotman
                                 Title: EVP Corporate Banking




                                 DEUTSCHE BANK AG, NEW YORK BRANCH


                                 By: /s/ Iain Stewart
                                 Title: Director


                                 By: /s/ Jean M. Hannigan
                                 Title: Director






<PAGE>




                                 FIRSTAR BANK, N.A.


                                 By: /s/ Richard W. Neltner
                                 Title: Senior Vice President




                                 MELLON BANK, N.A.


                                 By: /s/ Kristen M. Denning
                                 Title: Assistant Vice President




                                 MORGAN STANLEY BANK


                                 By: /s/ Jaap L. Tonckens
                                 Title: Vice President




                                 SAN PAOLO IMI S.P.A.


                                 By: /s/ Carlo Persico
                                 Title: General Manager


                                 By: /s/ Ettore Viazzo
                                 Title: Vice President




                                 WACHOVIA BANK, N.A.


                                 By: /s/ Paige Mesaros
                                 Title: Vice President





<PAGE>




                                 THE NORTHERN TRUST COMPANY


                                 By: /s/ Eric Strickland
                                 Title: Vice President




                                 BANCO BILBAO VIZCAYA ARGENTARIA, S.A.


                                 By: /s/ Hector O. Villegas
                                 Title: Vice President


                                 By: /s/ Erich Michel
                                 Title: Vice President




                                 BANCO POPULAR DE PUERTO RICO


                                 By: /s/ Hector J. Gonzalez
                                 Title: Vice President




                                 THE GOVERNOR AND COMPANY OF BANK OF IRELAND


                                 By: /s/ Fran Collins
                                 Title: Senior Manager




                                 TORONTO DOMINION (TEXAS), INC.


                                 By: /s/ Ann S. Slanis
                                 Title: Vice President



<PAGE>

SCHEDULES

Schedule I........Commitments
Schedule II.......Bank Addresses and Lending Offices

EXHIBITS

Exhibit A.........Form of Borrowing Notice
Exhibit B.........Form of Bid Loan Request
Exhibit C.........Form of 2.17 Certificate
Exhibit D.........Form of Bid Loan Offer - Absolute Rate Bid Loans
Exhibit E.........Form of Bid Loan Offer - Index Rate Bid Loans
Exhibit F.........Form of Bid Loan Confirmation
Exhibit G.........Form of Commitment Transfer Supplement
Exhibit H.........Form of Certificate of Secretary of the Company
Exhibit I.........Form of Opinion of Counsel to the Company