[Bridge Facility]

                                                           [Execution Copy]










                                CREDIT AGREEMENT


                                      among


                       AMERICAN HOME PRODUCTS CORPORATION,


                           THE LENDERS PARTIES HERETO


                                   JP MORGAN,
                         as Bookrunner and Lead Arranger


                                 CITIBANK, N.A.,
                              as Syndication Agent


                          COMMERZBANK AG, NEW YORK AND
                             GRAND CAYMAN BRANCHES,
                             as Documentation Agent


                                       and


                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent



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

                            Dated as of March 5, 2001

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



                                 $3,000,000,000







<PAGE>





     CREDIT  AGREEMENT,  dated as of March 5, 2001, 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., as
syndication agent (in such capacity,  the "Syndication Agent"),  COMMERZBANK AG,
NEW YORK AND GRAND CAYMAN BRANCHES,  as  documentation  agent (in such capacity,
the  "Documentation  Agent") and 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  Facilities  Commitments":  at  any  time  the  sum  of the
     Aggregate  Commitments then in effect hereunder and of the commitments then
     in effect under the Other Credit Agreement.

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

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

          "Alternate  Base  Rate":  for any day,  a rate per annum  equal to the
     greatest of (a) the Prime Rate in effect on such day, (b) the Base C/D Rate
     in effect on such day plus 1% and (c) the Federal Funds  Effective  Rate in
     effect on such day plus 1/2 of 1%. For purposes hereof:  "Prime Rate" shall
     mean the rate of interest per annum publicly announced from time to time by
     Chase 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 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 either
     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 Chase 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 Chase 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.

          "Chase": The Chase Manhattan Bank.

          "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  or (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.

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

          "Designated  Asset  Sale":  the sale,  transfer  or other  disposition
     (collectively,  a  "Disposition")  in one  transaction,  or in a series  of
     related transactions,  by the Company and/or any of its Subsidiaries to any
     Person other than the Company or any of its  Subsidiaries of any properties
     or  assets  (including  sales  or  issuances  of  any  capital  stock  of a
     Subsidiary  and  excluding  (a) any  Disposition  of Inventory  and (b) any
     Disposition in connection with a sale/leaseback  transaction)  resulting in
     Net Cash Proceeds of at least  $500,000,000  being  received by the Company
     and its Subsidiaries.

          "Designated  Equity":  the issuance by the Company of capital stock of
     the Company  other than pursuant to or in  connection  with any  restricted
     stock,  management  and/or employee stock option,  savings and/or incentive
     plans or related agreements.

          "Designated  Indebtedness":  the issuance or incurrence by the Company
     in one transaction, or in a series of related transactions, of Indebtedness
     for  borrowed  money that would be  treated  as  Consolidated  Indebtedness
     hereunder  for Net Cash  Proceeds of at least  $400,000,000  other than (a)
     Indebtedness  borrowed under the Other Credit  Agreement,  (b) Indebtedness
     borrowed under the Credit  Agreement  dated as of September 9, 1994 and (c)
     Indebtedness  that is required to be repaid  within 390 days of the date of
     borrowing.

          "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.

          "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 Termination 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; and

                           (E) any Interest Period which would otherwise extend
                  beyond the Termination Date shall end on the Termination Date.

          "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.

          "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.

          "Net Cash  Proceeds":  (a) with respect to any Designated  Asset Sale,
     the  proceeds  in  cash  and  cash  equivalents  (including  cash  or  cash
     equivalents paid in respect of notes or other debt securities  constituting
     proceeds  but only when and as paid and  excluding  therefrom  any interest
     component  thereof)  resulting  therefrom  net of (i)  expenses  (including
     legal,  investment  banking and  accounting  fees)  incurred in  connection
     therewith  (including payment of principal of, and premium and interest on,
     Indebtedness (other than the Loans) which is repaid under the terms thereof
     as a result of such Designated  Asset Sale),  (ii) taxes paid or reasonably
     estimated to be payable  solely as a result thereof and (iii) amounts which
     the Company  determines  in good faith should be reserved for  post-closing
     adjustments; and

                  (b) in connection with any issuance or sale of Designated
         Equity or any issuance or incurrence of Designated Indebtedness, the
         cash proceeds received from such issuance or incurrence, net of
         attorneys' fees, investment banking fees, accountants' fees,
         underwriting discounts and commissions and other reasonable fees and
         expenses associated therewith.

          "Other Credit Agreement":  the Credit Agreement,  dated as of March 5,
     2001,  among  the  Company,   the  lenders  party  thereto  and  Chase,  as
     administrative agent, as in effect from time to time.

          "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 incorporation);

               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, Chase, Citibank, N.A. and Commerzbank
     Aktiengellschaft.

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

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

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

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

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

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

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

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

          "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 on which (i) the Aggregate Loans
     exceed 25% of the Aggregate  Commitments  and/or (ii) the  Aggregate  Loans
     plus the  aggregate  outstanding  principal  amount of the loans  under the
     Other Credit Agreement exceed 25% of the Aggregate Facilities Commitments.

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

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

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

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

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

          "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 Termination 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 the  Aggregate  Commitments  from and
including the Effective  Date to but excluding  the  Termination  Date,  payable
quarterly  in  arrears  on the  last  day of each  March,  June,  September  and
December,  and on the Termination  Date.  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 Aggregate Commitments shall be reduced (x) on the
Business Day following the date of receipt by the Company or any Subsidiary of
any Net Cash Proceeds from any Designated Asset Sale, in an amount equal to 100%
of such Net Cash Proceeds, and (y) on the Business Day following the date of
receipt by the Company or any Subsidiary of the Net Cash Proceeds of any sale,
issuance or incurrence of Designated Equity or Designated Indebtedness, in an
amount equal to 100% of such Net Cash Proceeds.

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

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

                  (b) On each day on which the Aggregate Commitments are reduced
pursuant to Section 2.5(b), the Company shall prepay the Committed Rate Loans in
an amount equal to the lesser of (x) the amount, if any, by which the then
outstanding principal amount of Loans exceeds the Aggregate Commitments as so
reduced and (y) the aggregate outstanding principal amount of Committed Rate
Loans.

                  (c) If any Eurodollar Loan shall be prepaid on any day under
this Section 2.6 other than the last day of the Interest Period applicable
thereto, or prior to the conversion thereof if a notice of conversion has been
delivered with respect thereto pursuant to 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 (if the Company so requests) under the Other
         Credit Agreement and, in connection therewith, shall pay to the
         Replaced Lender in respect thereof an amount equal to the sum of (x) an
         amount equal to the principal of, and all accrued but unpaid interest
         on, all outstanding Committed Rate Loans of the Replaced Lender
         hereunder and thereunder, and (y) an amount equal to all accrued but
         unpaid Facility Fees (if any) owing to the Replaced Lender pursuant to
         subsection 2.4 hereof and thereof; and

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

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

     SECTION 3. REPRESENTATIONS AND WARRANTIES

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

     3.1 Financial Condition.  The consolidated balance sheet of the Company and
its  consolidated  Subsidiaries  as at December 31, 1999 and as at September 30,
2000 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, 2000  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 2001.

     3.2 No Change.  Since  December 31, 1999 there has been no  development  or
event which has had a Material Adverse Effect.

     3.3 Corporate  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 Corporate 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)      Other Credit  Agreement.  The Effective Date under
         and as defined in the Other Credit  Agreement  shall have occurred
         or shall concurrently occur.

                  (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.

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

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

        The Administrative Agent:     The Chase Manhattan Bank
                                      270 Park Avenue
                                      New York, New York  10017
                                      Attention:  Dawn LeeLum
                                      Telecopier:  (212) 270-3279
                                      Telephone:  (212) 270-2472
                                                      and
                                      The Chase Manhattan 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 Company and the Administrative Agent (in each case,
which consent shall not be unreasonably withheld), 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 (when added to the amount of the assignment of
such Lender's obligations under the Other Credit Agreement) of $25,000,000 (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 (when added to the
commitment of such Lender under the Other Credit Agreement), shall not be less
than $25,000,000, 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
                       Title:


                       THE CHASE MANHATTAN BANK,
                       as Administrative Agent and as a Lender


                       By
                       Title:





<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