<PAGE>

        PORTIONS OF CERTAIN EXHIBITS TO THIS AGREEMENT HAVE BEEN OMITTED
    AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST


================================================================================

                                      [Published CUSIP Number: ________________]

                        5-YEAR REVOLVING CREDIT AGREEMENT
                             Dated as of May 5, 2005

                                      among

                            THE TJX COMPANIES, INC.,

                                as the Borrower,

                    THE FINANCIAL INSTITUTIONS NAMED HEREIN,

                                 as the Lenders,

                             BANK OF AMERICA, N.A.,

                            as Administrative Agent,

                   JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

                                       and

                              THE BANK OF NEW YORK,

                             as Syndication Agents,

                                       and

                         CITIZENS BANK OF MASSACHUSETTS,

                          KEYBANK NATIONAL ASSOCIATION,

                                       and

                         UNION BANK OF CALIFORNIA, N.A.,

                             as Documentation Agents

================================================================================

                         BANC OF AMERICA SECURITIES LLC,

                            BNY CAPITAL MARKETS, INC.

                                       and

                            JPMORGAN SECURITIES INC.,

                              as Co-Lead Arrangers

                                       and

                            BNY CAPITAL MARKETS, INC.

                                       and

                            JPMORGAN SECURITIES INC.,

                              as Joint Book Runners

================================================================================
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                                                                                                        <C>
ARTICLE I DEFINITIONS...................................................................................     1
   1.1     Certain Defined Terms........................................................................     1

ARTICLE II THE CREDITS..................................................................................    17
   2.1     The Syndicated Loans.........................................................................    17
   2.2     Repayment of the Syndicated Loans............................................................    17
   2.3     Ratable Loans; Types of Syndicated Advances..................................................    18
   2.4     Minimum Amount of Each Syndicated Advance....................................................    18
   2.5     Optional Prepayments of Syndicated Loans.....................................................    18
   2.6     Method of Selecting Types and Interest Periods for New Syndicated Advances...................    18
   2.7     Conversion and Continuation of Outstanding Syndicated Advances...............................    19
   2.8     Payment of Interest on Syndicated Advances; Changes in Interest Rate.........................    20
   2.9     Swing Line Loans.............................................................................    20
   2.10    Intentionally Deleted........................................................................    22
   2.11    Facility Fee; Utilization Fee; Adjustments in Aggregate Commitment...........................    22
   2.12    Rates Applicable After Default...............................................................    23
   2.13    Method of Payment............................................................................    24
   2.14    Evidence of Debt (Optional Notes); Telephonic Notices........................................    24
   2.15    Notification of Syndicated Advances, Interest Rates, Prepayments and Commitment Reductions...    25
   2.16    Lending Installations........................................................................    25
   2.17    Non-Receipt of Funds by the Administrative Agent.............................................    25
   2.18    Withholding Tax Exemption....................................................................    26
   2.19    Termination..................................................................................    26
   2.20    Letter of Credit Facility....................................................................    27
   2.21    Pricing......................................................................................    31

ARTICLE III CHANGE IN CIRCUMSTANCES.....................................................................    33
   3.1     Yield Protection.............................................................................    33
   3.2     Changes in Capital Adequacy Regulations......................................................    33
   3.3     Availability of Types of Syndicated Advances.................................................    34
   3.4     Funding Indemnification......................................................................    34
   3.5     Mitigation; Lender Statements; Survival of Indemnity.........................................    35

ARTICLE IV CONDITIONS PRECEDENT.........................................................................    35
   4.1     Effectiveness; Initial Syndicated Advance....................................................    35
   4.2     Each Syndicated Advance and Letter of Credit.................................................    36

ARTICLE V REPRESENTATIONS AND WARRANTIES................................................................    37
   5.1     Existence and Standing.......................................................................    37
   5.2     Authorization and Validity...................................................................    38
   5.3     No Conflict; Government Consent..............................................................    38
</TABLE>


                                       -i-
<PAGE>
<TABLE>
<S>                                                                                                         <C>
   5.4     Financial Statements.........................................................................    38
   5.5     Material Adverse Change......................................................................    39
   5.6     Taxes........................................................................................    39
   5.7     Litigation and Contingent Obligations........................................................    39
   5.8     Subsidiaries.................................................................................    39
   5.9     ERISA........................................................................................    40
   5.10    Accuracy of Information......................................................................    40
   5.11    Regulations T, U and X.......................................................................    40
   5.12    Material Agreements..........................................................................    40
   5.13    Compliance With Laws.........................................................................    41
   5.14    Ownership of Property........................................................................    41
   5.15    Labor Matters................................................................................    41
   5.16    Investment Company Act.......................................................................    41
   5.17    Public Utility Holding Company Act...........................................................    41
   5.18    Insurance....................................................................................    42

ARTICLE VI COVENANTS....................................................................................    42
   6.1     Financial Reporting..........................................................................    42
   6.2     Use of Proceeds..............................................................................    43
   6.3     Other Notices................................................................................    44
   6.4     Conduct of Business..........................................................................    44
   6.5     Taxes........................................................................................    44
   6.6     Insurance....................................................................................    44
   6.7     Compliance with Laws.........................................................................    45
   6.8     Maintenance of Properties....................................................................    45
   6.9     Inspection...................................................................................    45
   6.10    Merger.......................................................................................    45
   6.11    Sale of Assets...............................................................................    46
   6.12    Affiliates...................................................................................    46
   6.13    Investments..................................................................................    47
   6.14    Contingent Obligations.......................................................................    47
   6.15    Liens........................................................................................    48
   6.16    Maximum Leverage Ratio.......................................................................    50
   6.17    Intentionally Deleted........................................................................    50
   6.18    Acquisitions.................................................................................    50
   6.19    Rate Hedging Obligations.....................................................................    50
   6.20    Subsidiary Indebtedness......................................................................    50
   6.21    Subordination of Intercompany Indebtedness...................................................    51

ARTICLE VII DEFAULTS....................................................................................    51
   7.1     Breach of Representation or Warranty.........................................................    51
   7.2     Payment Default..............................................................................    51
   7.3     Breach of Certain Covenants..................................................................    51
   7.4     Breach of Other Provisions...................................................................    51
   7.5     Default on Material Indebtedness.............................................................    52
   7.6     Voluntary Insolvency Proceedings.............................................................    52
   7.7     Involuntary Insolvency Proceedings...........................................................    52
</TABLE>


                                      -ii-
<PAGE>
<TABLE>
<S>                                                                                                         <C>
   7.8     Condemnation.................................................................................    53
   7.9     Judgments....................................................................................    53
   7.10    ERISA Matters................................................................................    53
   7.11    Environmental Matters........................................................................    53
   7.12    Change of Control............................................................................    53
   7.13    Loan Document Defaults.......................................................................    54
   7.14    Off-Balance Sheet Liabilities................................................................    54

ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.............................................    54
   8.1     Acceleration.................................................................................    54
   8.2     Amendments...................................................................................    54
   8.3     Preservation of Rights.......................................................................    55

ARTICLE IX GENERAL PROVISIONS...........................................................................    56
   9.1     Survival of Representations..................................................................    56
   9.2     Governmental Regulation......................................................................    56
   9.3     Taxes; Stamp Duties..........................................................................    56
   9.4     Headings.....................................................................................    56
   9.5     Entire Agreement.............................................................................    57
   9.6     Several Obligations; Benefits of this Agreement..............................................    57
   9.7     Expenses; Indemnification....................................................................    57
   9.8     Numbers of Documents.........................................................................    59
   9.9     Accounting...................................................................................    59
   9.10    Severability of Provisions...................................................................    59
   9.11    Nonliability of Lenders......................................................................    59
   9.12    GOVERNING LAW................................................................................    59
   9.13    CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL......................................    60
   9.14    Confidentiality..............................................................................    62

ARTICLE X THE ADMINISTRATIVE AGENT......................................................................    62
   10.1    Appointment; Nature of Relationship..........................................................    62
   10.2    Powers.......................................................................................    63
   10.3    General Immunity.............................................................................    63
   10.4    No Responsibility for Loans, Creditworthiness, Collateral, Recitals, Etc.....................    63
   10.5    Action on Instructions of Lenders............................................................    64
   10.6    Employment of Agents and Counsel.............................................................    64
   10.7    Reliance on Documents; Counsel...............................................................    64
   10.8    The Administrative Agent's Reimbursement and Indemnification.................................    64
   10.9    Rights as a Lender...........................................................................    65
   10.10   Lender Credit Decision.......................................................................    65
   10.11   Successor Administrative Agent...............................................................    65
   10.12   No Duties Imposed on Syndication Agents, Documentation Agents or Arrangers...................    66
   10.13   Administrative Agent's Fee...................................................................    66

ARTICLE XI SETOFF; RATABLE PAYMENTS.....................................................................    67
</TABLE>


                                      -iii-
<PAGE>
<TABLE>
<S>                                                                                                         <C>
   11.1    Setoff.......................................................................................    67
   11.2    Ratable Payments.............................................................................    67
   11.3    Application of Payments......................................................................    67

ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS...........................................    68
   12.1    Successors and Assigns.......................................................................    68
   12.2    Participations...............................................................................    69
   12.3    Assignments..................................................................................    70
   12.4    Designated Lenders...........................................................................    70
   12.5    Dissemination of Information.................................................................    71
   12.6    Tax Treatment................................................................................    72

ARTICLE XIII NOTICES....................................................................................    72
   13.1    Giving Notice................................................................................    72
   13.2    Change of Address............................................................................    73

ARTICLE XIV COUNTERPARTS................................................................................    73

ARTICLE XV USA PATRIOT ACT NOTICE.......................................................................    73
</TABLE>


                                      -iv-
<PAGE>
SCHEDULES

<TABLE>
<S>             <C>
Schedule 1      Commitments
Schedule 2.20   Issuing Lender's Maximum Amounts
Schedule 5.3    Governmental Authorizations
Schedule 5.7    Litigation
Schedule 5.8    Subsidiaries
Schedule 5.13   Environmental, Health or Safety Requirements of Law
Schedule 5.14   Liens and Encumbrances
Schedule 6.11   Asset Sales
Schedule 6.13   Investments
Schedule 6.14   Contingent Obligations
Schedule 6.20   Subsidiary Indebtedness
Schedule 6.21   Subordination Terms
</TABLE>

EXHIBITS

<TABLE>
<S>             <C>
Exhibit A-1     Form of Syndicated Note (if requested)
Exhibit A-2     Form of Swing Line Note (if requested)
Exhibit B       Required Opinions
Exhibit C       Form of Compliance Certificate
Exhibit D       Form of Assignment Agreement
Exhibit E       Form of Loan/Credit Related Money Transfer Instruction
Exhibit F-1     Form of Syndicated Advance Borrowing Notice
Exhibit F-2     Form of Swing Line Borrowing Notice
Exhibit G       Form of Prepayment Notice
Exhibit H       Form of Conversion/Continuation Notice
Exhibit I       Form of Designation Agreement
</TABLE>


                                       -v-
<PAGE>
          THIS 5-YEAR REVOLVING CREDIT AGREEMENT, dated as of May 5, 2005, is
among THE TJX COMPANIES, INC., as the Borrower, THE FINANCIAL INSTITUTIONS NAMED
HEREIN, as the Lenders, BANK OF AMERICA, N.A., as the Administrative Agent,
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION and THE BANK OF NEW YORK, as
Syndication Agents, and CITIZENS BANK OF MASSACHUSETTS, KEYBANK NATIONAL
ASSOCIATION and UNION BANK OF CALIFORNIA, N.A., as Documentation Agents. The
parties hereto agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

          1.1 Certain Defined Terms.

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

          "Accounting Changes" has the meaning specified in Section 9.9.

          "Acquisition" means any transaction, or any series of related
transactions, by which the Borrower or any of its Subsidiaries (a) acquires any
going business or all or substantially all of the assets of any firm,
corporation or division thereof which constitutes a going business, whether
through purchase of assets, merger or otherwise or (b) directly or indirectly
acquires (in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the securities of a
corporation which have ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a
contingency), or a majority (by percentage or voting power) of the outstanding
partnership interests of a partnership or a majority (by percentage or voting
power) of the outstanding ownership interests of a limited liability company.

          "Administrative Agent" means Bank of America in its capacity as
contractual representative for the Lenders pursuant to Article X, and not in its
capacity as a Lender, and any successor Administrative Agent appointed pursuant
to Article X.

          "Affiliate" of any Person means any other Person directly or
indirectly controlling, controlled by or under common control with such Person.
A Person shall be deemed to control another Person if the controlling Person
owns 20% or more of any class of voting securities (or other ownership
interests) of the controlled Person or possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies of the
controlled Person, whether through ownership of stock, by contract or otherwise;
provided that no individual shall be an Affiliate solely by reason of being, or
actions taken as, a director, officer or employee.

          "Aggregate Commitment" means the aggregate of the Commitments of all
the Lenders, as adjusted from time to time pursuant to the terms hereof. The
initial Aggregate Commitment hereunder is Five Hundred Million and 00/100
Dollars ($500,000,000).
<PAGE>
          "Agreement" means this 5-Year Revolving Credit Agreement, as it may
from time to time be amended, restated, supplemented or otherwise modified.

          "Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (a) the Prime Rate for such day and (b) the sum of
Federal Funds Effective Rate for such day plus 0.50% per annum.

          "Applicable Facility Fee Rate" means, from time to time, the
Applicable Facility Fee Rate set forth in Section 2.21.

          "Applicable Utilization Fee Rate" means, from time to time, the
Applicable Utilization Fee Rate set forth in Section 2.21.

          "Arrangers" means BAS, BNYCMI and JPMorgan Securities, in their
capacity as co-lead arrangers and BNYCMI and JPMorgan Securities, in their
capacity as joint book runners.

          "Article" means an article of this Agreement unless another document
is specifically referenced.

          "Authorized Officer" means any of the President, the Chief Executive
Officer, the Chief Financial Officer, the Chief Operating Officer, the
Controller or the Treasurer of the Borrower, acting singly.

          "Bank of America" means Bank of America, N.A., in its individual
capacity, and its successors.

          "BAS" means Banc of America Securities LLC, in its individual
capacity, and its successors.

          "BNY" means The Bank of New York, in its individual capacity, and its
successors.

          "BNYCMI" means BNY Capital Markets, Inc., in its individual capacity,
and its successors.

          "Borrower" means The TJX Companies, Inc., a Delaware corporation, and
its successors and assigns.

          "Borrowing Date" means a date on which a Syndicated Advance or a Swing
Line Loan is made hereunder.

          "Borrowing Notice" means a Syndicated Advance Borrowing Notice or a
Swing Line Borrowing Notice.

          "Business Day" means (a) with respect to any borrowing, payment or
rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday)
on which banks generally are open in New York, New York and London, England for
the conduct of substantially all of their commercial lending activities and (b)
for all other purposes, a day (other


                                      -2-
<PAGE>
than a Saturday or Sunday) on which banks generally are open in New York, New
York for the conduct of substantially all of their commercial lending
activities; provided that each such day must also be a day on which the
Administrative Agent is open for the conduct of its business.

          "Capitalized Lease" of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with GAAP.

          "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with GAAP.

          "Change" has the meaning specified in Section 3.2.

          "Change in Control" means:

          (a) the acquisition by any Person, or "group" (within the meaning of
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended)
of Persons acting in concert, of beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended), directly or indirectly, of 50% or more of the
outstanding shares of voting stock of the Borrower; or

          (b) during any period of twelve (12) consecutive calendar months,
individuals:

               (i) who were directors of the Borrower on the first day of such
     period; or

               (ii) whose election or nomination for election to the board of
     directors of the Borrower was recommended or approved by at least a
     majority of the directors then still in office who were directors of the
     Borrower on the first day of such period, or whose election or nomination
     for election was so approved,

     shall cease to constitute a majority of the board of directors of the
     Borrower.

          "Chief Financial Officer" means, at any time, the Person who reports
to the board of directors of the Borrower on the financial affairs of the
Borrower and its Subsidiaries.

          "Code" means the Internal Revenue Code of 1986, as amended, reformed
or otherwise modified from time to time.

          "Combined Commitment" means the sum of (a) the Aggregate Commitment
hereunder and (b) the "Aggregate Commitment" under and as defined in the 4-Year
Revolving Credit Agreement.

          "Combined Utilized Amount" means (1) the sum of all Loans (whether
Syndicated Loans or Swing Line Loans) and L/C Obligations hereunder, and (2) the
aggregate principal amount of all "Loans" under and as defined in the 4-Year
Revolving Credit Agreement.


                                      -3-
<PAGE>
          "Commitment" means, for each Lender, the obligation of such Lender to
make Syndicated Loans and to purchase participations in Letters of Credit and in
Swing Line Loans not exceeding, in the aggregate, the amount set forth opposite
its name on Schedule 1 hereto or as set forth in any Notice of Assignment
relating to any assignment that has become effective pursuant to Section 12.3.2,
as such amount may be modified from time to time pursuant to the terms hereof.

          "Condemnation" has the meaning specified in Section 7.8.

          "Consolidated Interest Expense" means, for any period, the aggregate
amount of interest, including payments in the nature of interest under
Capitalized Lease Obligations and the discount or implied interest component of
Off-Balance Sheet Liabilities payable by the Borrower and its Subsidiaries for
such period on a consolidated basis in accordance with GAAP.

          "Consolidated Net Income" means, for any period, the consolidated net
income (or loss) of the Borrower and its Subsidiaries for such period determined
in accordance with GAAP; provided, that there shall be excluded from such amount
(i) the income (or loss) of any Affiliate of the Borrower or other Person (other
than a Subsidiary of the Borrower) in which any Person (other than the Borrower
or any of its Subsidiaries) has a joint interest, except to the extent of the
amount of dividends or other distributions actually paid to the Borrower or any
of its Subsidiaries by such Affiliate or other Person during such period and
(ii) the income (or loss) of any Person accrued prior to the date it becomes a
Subsidiary of the Borrower or is merged into or consolidated with the Borrower
or any of its Subsidiaries or that Person's assets are acquired by the Borrower
or any of its Subsidiaries.

          "Consolidated Net Worth" means, as of the date of any determination
thereof, the consolidated shareholders' equity of the Borrower and its
Subsidiaries determined in accordance with GAAP.

          "Consolidated Rentals" means, for any period, the aggregate rental
amounts payable by the Borrower and its Subsidiaries for such period under any
lease of Property having an original term (including any required renewals or
any renewals at the option of the lessor or lessee) of one year or more (but
does not include any amounts payable under Capitalized Leases), determined in
accordance with GAAP; provided, however, that there shall be excluded from such
calculation rentals in respect of discontinued operations and other store
closings reflected in the Borrower's consolidated financial statements (or the
footnotes thereto) to the extent such rentals relate to operations for which a
charge has been taken and/or reserve established in accordance with GAAP and
which do not exceed the amount of such charge and/or reserve, the amount of
which charge and/or reserve has been established consistent with GAAP.

          "Consolidated Total Assets" means, as of the date of any determination
thereof, the total assets of the Borrower and its Subsidiaries on a consolidated
basis determined in accordance with GAAP.

          "Contingent Obligation" of a Person means any agreement, written
undertaking or contractual arrangement by which such Person assumes, guarantees,
endorses, contingently


                                      -4-
<PAGE>
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the financial or monetary obligation or financial
or monetary liability of any other Person (excluding customary indemnification
obligations arising from a purchase and sale agreement negotiated at arm's
length and typical for transactions of a similar nature), or agrees in writing
to maintain the net worth or working capital or other financial condition of any
other Person, or otherwise assures any creditor of such other Person in writing
against loss, including, without limitation, any operating agreement,
take-or-pay contract or application for or reimbursement agreement with respect
to a letter of credit (including any Letter of Credit).

          "Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Borrower or any of its Subsidiaries, are
treated as a single employer under Section 414 of the Code.

          "Conversion/Continuation Notice" has the meaning specified in Section
2.7.

          "Credit Ratings" has the meaning specified in Section 2.21.

          "Default" means an event described in Article VII.

          "Designated Lender" means, with respect to each Designating Lender,
each Eligible Designee designated by such Designating Lender pursuant to Section
12.4(a).

          "Designating Lender" means, with respect to each Designated Lender,
the Lender that designated such Designated Lender pursuant to such Section
12.4(a).

          "Disqualified Stock" means, for any Person, any capital stock of such
Person that, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder thereof, in
whole or in part, on or prior to the date that is ninety-one (91) days after the
Facility Termination Date.

          "Dollars" and "$" mean the lawful money of the United States.

          "EBITDAR" for any period means the sum, without duplication, of (a)
Consolidated Net Income during such period, plus (to the extent deducted in
determining Consolidated Net Income) (b) all provisions for any foreign,
federal, state and local taxes paid or accrued by the Borrower or any of its
Subsidiaries during such period, plus (to the extent deducted in determining
Consolidated Net Income) (c) Consolidated Interest Expense of the Borrower or
any of its Subsidiaries during such period, minus (to the extent included in
determining Consolidated Net Income) (d) extraordinary gains (and any unusual
gains whether or not arising in the ordinary course of business not included in
extraordinary gains) to the extent not included in income from continuing
operations, plus (to the extent deducted in determining Consolidated Net Income)
(e) consolidated depreciation, plus (to the extent deducted in determining
Consolidated Net Income) (f) consolidated amortization expense, including
without limitation, amortization of goodwill and other intangible assets and
other non-cash charges but excluding reserves, plus (to the extent deducted in
determining Consolidated Net Income) (g)


                                      -5-
<PAGE>
Consolidated Rentals, plus (to the extent deducted in determining Consolidated
Net Income) (h) extraordinary losses; all of such items as determined in
accordance with GAAP.

          "Eligible Designee" means a special purpose corporation, partnership,
limited partnership or limited liability company that is administered or
sponsored by a Lender or an Affiliate of a Lender and (i) is organized under the
laws of the United States or any state thereof, (ii) is engaged primarily in
making, purchasing or otherwise investing in commercial loans in the ordinary
course of its business and (iii) issues (or the parent of which issues)
commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or
the equivalent thereof by Moody's.

          "Eligible Participant" means (i) a Lender or any Affiliate thereof
which is a commercial bank, (ii) any other commercial bank having capital and
surplus in excess of $100,000,000 or (iii) an Eligible Designee.

          "Environmental, Health or Safety Requirements of Law" means all
Requirements of Law derived from or relating to federal, state and local laws or
regulations relating to or addressing pollution or protection of the
environment, or protection of worker health or safety, including, but not
limited to, the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. Section 9601 et seq., the Occupational Safety and Health Act of
1970, 29 U.S.C. Section 651 et seq., and the Resource Conservation and Recovery
Act of 1976, 42 U.S.C. Section 6901 et seq., in each case including any
amendments thereto, any successor statutes, and any regulations or guidance
promulgated thereunder, and any state or local equivalent thereof.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

          "Eurodollar Advance" means a Syndicated Advance denominated in Dollars
that bears interest at a Eurodollar Rate.

          "Eurodollar Applicable Margin" means, from time to time, the
Eurodollar Applicable Margin set forth in Section 2.21.

          "Eurodollar Base Rate" means, with respect to a Eurodollar Advance for
the relevant Eurodollar Interest Period, the applicable British Bankers'
Association Interest Settlement Rate for deposits in Dollars appearing on
Reuters Screen FRBD as of 11:00 a.m. (London time) two Business Days prior to
the first day of such Eurodollar Interest Period and having a maturity equal to
such Eurodollar Interest Period, provided that, (i) if Reuters Screen FRBD is
not available to the Administrative Agent for any reason, the applicable
Eurodollar Base Rate for the relevant Eurodollar Interest Period shall instead
be the applicable British Bankers' Association Interest Settlement Rate for
deposits in Dollars as reported by any other generally recognized financial
information service as of 11:00 a.m. (London time) two Business Days prior to
the first day of such Eurodollar Interest Period and having a maturity equal to
such Eurodollar Interest Period, and (ii) if no such British Bankers'
Association Interest Settlement Rate is available to the Administrative Agent,
the applicable Eurodollar Base Rate for the relevant Eurodollar Interest Period
shall instead be the rate determined by the Administrative Agent to be the rate
at which Bank of America or one of its affiliate banks offers to place deposits
in Dollars with first-class banks in the London interbank market at
approximately 11:00


                                      -6-
<PAGE>
a.m. (London time) two Business Days prior to the first day of such Eurodollar
Interest Period, in the approximate amount of Bank of America's relevant
Eurodollar Advance and having a maturity equal to such Eurodollar Interest
Period.

          "Eurodollar Interest Period" means, with respect to a Eurodollar
Advance, a period of one, two, three, six or, if available to all Lenders,
twelve months commencing on a Business Day selected by the Borrower pursuant to
this Agreement. Such Eurodollar Interest Period shall end on (but exclude) the
day which corresponds numerically to such date one, two, three, six or twelve
months thereafter, unless there is no such numerically corresponding day in such
next, second, third, sixth or twelfth succeeding month, in which case such
Eurodollar Interest Period shall end on the last Business Day of such next,
second, third, sixth or twelfth succeeding month. If a Eurodollar Interest
Period would otherwise end on a day which is not a Business Day, such Eurodollar
Interest Period shall end on the next succeeding Business Day, unless said next
succeeding Business Day falls in a new calendar month, in which case such
Eurodollar Interest Period shall end on the immediately preceding Business Day.

          "Eurodollar Loan" means a Syndicated Loan denominated in Dollars which
bears interest at the Eurodollar Rate.

          "Eurodollar Rate" means, with respect to a Eurodollar Advance for the
relevant Eurodollar Interest Period, the sum of (a) the quotient of (i) the
Eurodollar Base Rate applicable to such Eurodollar Interest Period, divided by
(ii) one minus the Reserves (expressed as a decimal) applicable to such
Eurodollar Interest Period, plus (b) the Eurodollar Applicable Margin in effect
from time to time during such Eurodollar Interest Period. The Eurodollar Rate
shall be rounded to the next higher multiple of 1/100 of 1% if the rate is not
such a multiple.

          "Existing Credit Agreements" means, collectively, (i) that certain
364-Day Credit Agreement dated as of March 26, 2002 among the Borrower, the
financial institutions named therein, BNY, as successor administrative agent to
Bank One, NA, JPMorgan and Bank of America, as successor syndication agents to
Fleet National Bank and BNY and KeyBank and Union Bank of California, as
successor documentation agents to Bank of America and JP Morgan, as amended from
time to time, and (ii) that certain 5-Year Revolving Credit Agreement dated as
of March 26, 2002 among the Borrower, the financial institutions named therein,
Bank One, NA, as administrative agent, Fleet National Bank and BNY, as
syndication agents, and Bank of America and JPMorgan, as documentation agents,
as amended from time to time.

          "Facility Termination Date" means May 5, 2010.

          "Fair Value" means the value of the relevant asset determined in an
arm's-length transaction conducted in good faith between an informed and willing
buyer and an informed and willing seller under no compulsion to buy or sell.

          "Federal Funds Effective Rate" means, for any day, an interest rate
per annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a


                                      -7-
<PAGE>
Business Day, the average (rounded upward, if necessary to a whole multiple of
1/100 of 1%) of the quotations at approximately 10:00 a.m. (New York time) on
such day on such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by the Administrative
Agent in its sole discretion.

          "Fee Letters" means, collectively, (i) that certain fee letter dated
as of March 23, 2005 among the Borrower, the Syndication Agents and the
Arrangers (other than BAS), as amended, restated, supplemented or otherwise
modified from time to time; and (ii) that certain fee letter dated as of the
April 6, 2005 between the Borrower and the Administrative Agent, as amended,
restated, supplemented or otherwise modified from time to time.

          "Floating Rate" means, for any day, a rate per annum equal to the
Alternate Base Rate for such day, changing when and as the Alternate Base Rate
changes.

          "Floating Rate Advance" means a Syndicated Advance denominated in
Dollars which bears interest at the Floating Rate.

          "Floating Rate Loan" means a Syndicated Loan denominated in Dollars
which bears interest at the Floating Rate.

          "4-Year Revolving Credit Agreement" means that certain 4-Year
Revolving Credit Agreement, dated as of May 5, 2005, among the Borrower, the
financial institutions named therein, Bank of America, N.A., as the
administrative agent thereunder, BNY and JPMorgan, as the syndication agents
thereunder and Citizens Bank of Massachusetts, KeyBank National Association and
Union Bank of California, N.A., as the documentation agents thereunder, as the
same may be further amended, restated, supplemented or otherwise modified and as
in effect from time to time.

          "Funded Debt" of any Person means, without duplication, all
obligations of such Person for money borrowed (whether or not such obligations
have a maturity in excess of one year) which in accordance with GAAP shall be
classified upon a balance sheet of such Person as liabilities of such Person,
and in any event shall include (a) all Capitalized Lease Obligations of such
Person and (b) all Contingent Obligations of such Person with respect to money
borrowed, but shall exclude (i) notes, bills and checks presented in the
ordinary course of business by such Person to banks for collection or deposit,
(ii) with reference to the Borrower and its Subsidiaries, all obligations of the
Borrower and its Subsidiaries of the character referred to in this definition to
the extent owing to the Borrower or any Subsidiary, (iii) bankers acceptances
which, in accordance with GAAP, are classified as accounts payable and (iv)
Contingent Obligations set forth on Schedule 6.14. Without in any way limiting
the foregoing, Funded Debt of the Borrower shall include all Loans outstanding
under this Agreement and all "Loans" outstanding under and as defined in the
4-Year Revolving Credit Agreement.

          "GAAP" means generally accepted accounting principles as in effect
from time to time in the United States. An Affiliate of the Borrower which is
consolidated with the accounts of the Borrower in accordance with GAAP shall for
all accounting and financial tests contained in this Agreement be treated as a
Subsidiary hereunder.

          "Governmental Acts" has the meaning specified in Section 2.20.9.


                                      -8-
<PAGE>
          "Governmental Authority" means any country or nation, any political
subdivision of such country or nation, and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government of any country or nation or political subdivision thereof.

          "Gross Negligence" means either recklessness or actions taken or
omitted with conscious indifference to or the complete disregard of
consequences. Gross Negligence does not mean the absence of ordinary care or
diligence, or an inadvertent act or inadvertent failure to act. If the term
"gross negligence" is used with respect to the Administrative Agent or any
Lender or any indemnitee in any of the Loan Documents, it shall have the meaning
set forth herein.

          "Hedging Agreement" means any interest rate, commodity or foreign
currency exchange swap, cap or collar arrangement or any other derivative
product customarily offered by banks or other financial institutions to their
customers in order to reduce the exposure of such customers to interest rate and
exchange rate fluctuations.

          "Indebtedness" of a Person means, without duplication, such Person's
(a) obligations for borrowed money, (b) obligations representing the deferred
purchase price of Property or services (other than (i) accounts payable and (ii)
bankers acceptances classified in accordance with GAAP as accounts payable, in
each case arising in the ordinary course of such Person's business payable on
terms customary in the trade), (c) obligations, whether or not assumed, secured
by Liens or payable out of the proceeds or production from Property now or
hereafter owned or acquired by such Person, (d) obligations which are evidenced
by notes, acceptances (to the extent not classified as accounts payable in
accordance with GAAP), or other similar instruments, (e) Capitalized Lease
Obligations, (f) obligations of such Person to purchase securities or other
property arising out of or in connection with the sale of the same or
substantially similar securities or property, (g) all Off-Balance Sheet
Liabilities of such Person, (h) net obligations in respect of Hedging Agreements
(to the extent a liability is created) (i) all Disqualified Stock and (j) any
other obligation in writing for borrowed money or financial accommodation with
respect to other items included in the definition of Indebtedness above which in
accordance with GAAP would be shown as a liability on the consolidated balance
sheet of such Person, but excluding, in any event, (i) amounts payable by such
Person in respect of covenants not to compete, and (ii) with reference to the
Borrower and its Subsidiaries, all obligations of the Borrower and its
Subsidiaries of the character referred to in this definition to the extent owing
to the Borrower or any Subsidiary of the Borrower.

          "Indemnified Matters" has the meaning specified in Section 9.7(b).

          "Indemnitees" has the meaning specified in Section 9.7(b).

          "Intellectual Property" means (i) any and all intangible personal
property consisting of intellectual property, whether or not registered with any
governmental entity, including, without limitation, franchises, licenses,
patents, technology and know-how, copyrights, trademarks, trade secrets, service
marks, logos and trade names and (ii) any and all contract rights (including,
without limitation, applications for governmental registrations, license
agreements, trust agreements and assignment agreements) creating, evidencing or
conveying an interest or right in or to any of the intellectual property
described in the preceding clause (i).


                                      -9-
<PAGE>
          "Interest Period" means a Eurodollar Interest Period.

          "Investment" of a Person means any loan, advance (other than
commission, travel and other loans, credits and advances to officers and
employees made in the ordinary course of business), extension of credit (other
than accounts receivable arising in the ordinary course of business on terms
customary in the trade), deposit account or contribution of capital by such
Person to any other Person or any investment in, or purchase or other
acquisition of, the stock, partnership interests, ownership interests in any
limited liability company, notes, debentures or other securities of any other
Person made by such Person (other than anticipatory prepayments to vendors in
the ordinary course of business consistent with past practice).

          "Issuing Lender" means BNY, JPMorgan, Bank of America and any other
Lender that may become an Issuing Lender pursuant to Section 2.20, and their
respective successors and assigns, in each case in such Lender's separate
capacity as an issuer of Letters of Credit pursuant to Section 2.20.

          "JPMorgan" means JPMorgan Chase Bank, National Association, in its
individual capacity, and its successors.

          "JPMorgan Securities" means JPMorgan Securities Inc., in its
individual capacity, and its successors.

          "L/C Draft" means a draft drawn on an Issuing Lender pursuant to any
of the Letters of Credit.

          "L/C Interest" has the meaning specified in Section 2.20.5.

          "L/C Obligations" means an amount equal to the sum (without
duplication) of (i) the aggregate of the amount then available for drawing under
each of the Letters of Credit (which shall include any automatic increase in the
amount available for drawing under any Letter of Credit, whether or not such
increase has occurred), (ii) the face amounts of all outstanding L/C Drafts
corresponding to the Letters of Credit, which L/C Drafts have been accepted by
the Issuing Lenders and (iii) the aggregate outstanding amount of Reimbursement
Obligations at such time.

          "Lenders" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns.

          "Lending Installation" means, with respect to a Lender, any office,
branch, subsidiary or affiliate of such Lender.

          "Letter of Credit" means any standby or commercial letter of credit
issued pursuant to Section 2.20.

          "Leverage Ratio" means, with respect to the last day of any fiscal
quarter, the ratio of:


                                      -10-
<PAGE>
               (i) the sum of (a) Funded Debt of the Borrower and its
     Subsidiaries on a consolidated basis, plus (b) an amount equal to the
     product of four (4) multiplied by Consolidated Rentals for the period of
     four consecutive fiscal quarters ending on such day to

               (ii) EBITDAR of the Borrower and its Subsidiaries on a
     consolidated basis for the period of four consecutive fiscal quarters
     ending on such day.

          "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement).

          "Loan" means a Syndicated Loan or a Swing Line Loan.

          "Loan Documents" means this Agreement, any Notes, the applications,
reimbursement agreements and other instruments and agreements related to the
Letters of Credit and L/C Interests and all other documents, instruments and
agreements executed in connection therewith or contemplated thereby, as the same
may be amended, restated, supplemented or otherwise modified and in effect from
time to time.

          "Material Adverse Effect" means a material adverse effect on (a) the
business, financial condition, operations, performance or Property of the
Borrower and its Subsidiaries on a consolidated basis, (b) the ability of the
Borrower to perform its obligations under the Loan Documents, or (c) the
validity or enforceability of any of the Loan Documents or any material rights
or remedies of the Administrative Agent or the Lenders thereunder.

          "Material Indebtedness" means Indebtedness (including the net
obligations in respect of Hedging Agreements) which, individually, or in the
aggregate, exceeds $30,000,000.

          "Money Market Rate" is defined in Section 2.9(a).

          "Money Market Rate Loan" means a Swing Line Loan which bears interest
at a Money Market Rate.

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

          "Multiemployer Plan" means a Plan, if any, maintained pursuant to a
collective bargaining agreement or any other arrangement to which the Borrower
or any member of the Controlled Group is a party to which more than one
non-Affiliated employer is obligated to make contributions.

          "Note" means a Syndicated Note or a Swing Line Note.

          "Notice of Assignment" has the meaning specified in Section 12.3.2.


                                      -11-
<PAGE>
          "Obligations" means all unpaid principal of and accrued and unpaid
interest on the Loans, all L/C Obligations, all accrued and unpaid fees and all
expenses, reimbursements, indemnities and other obligations of the Borrower to
the Lenders or to any Lender, the Administrative Agent or any indemnified party
hereunder arising under the Loan Documents.

          "Off-Balance Sheet Liability" of a Person means (i) any repurchase
obligation or liability of such Person or any of its Subsidiaries with respect
to accounts or notes receivable sold by such Person or any of its Subsidiaries
(calculated to include the unrecovered investment of purchasers or transferees
of accounts or any other obligation of such Person or such transferor to
purchasers/transferees of interests in accounts or notes receivable or the agent
for such purchasers/transferees), (ii) any liability under any sale and
leaseback transaction which is not a Capitalized Lease, (iii) any liability
under any financing lease or Synthetic Lease or "tax ownership operating lease"
transaction entered into by such Person, including any Synthetic Lease
Obligations, or (iv) any obligation arising with respect to any other
transaction which is the functional equivalent of or takes the place of
borrowing but which does not constitute a liability on the balance sheets of
such Person, but excluding from this clause (iv) Operating Leases.

          "Operating Lease" of a Person means any lease of Property (other than
a Capitalized Lease) by such Person as lessee.

          "Participant" has the meaning specified in Section 12.2.1.

          "Patriot Act" has the meaning specified in Article XV.

          "Payment Office" means the principal office of the Administrative
Agent in Concord, California, located on the date hereof at 1850 Gateway
Boulevard, Concord, California 94520 or such other office of the Administrative
Agent as the Administrative Agent may from time to time designate by written
notice to the Borrower and the Lenders.

          "PBGC" means the Pension Benefit Guaranty Corporation, or any
successor thereto.

          "Permitted Acquisition" means any Acquisition made by the Borrower or
any of its Subsidiaries, provided that upon giving effect to each such
Acquisition (a) the Person so acquired by the Borrower shall have either been
merged into the Borrower or a Subsidiary (with the Borrower or the Subsidiary as
the surviving entity) or such Person shall have become a Subsidiary of the
Borrower; (b) no Default or Unmatured Default shall exist; (c) the Acquisition
is consummated on a non-hostile basis approved by a majority of the board of
directors or other governing body of the Person being acquired; and (d) involves
the purchase of a business line similar, related, complementary or incidental to
that of the Borrower and its Subsidiaries as of the date of this Agreement.

          "Person" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.


                                      -12-
<PAGE>
          "Plan" means an employee pension benefit plan which is covered by
Title IV of ERISA or subject to the minimum funding standards under Section 412
of the Code as to which the Borrower or any member of the Controlled Group may
have any liability.

          "Prepayment Notice" has the meaning specified in Section 2.5.

          "Prime Rate" means the per annum rate announced by the Administrative
Agent (or its parent) from time to time as its "prime rate" (it being
acknowledged that such announced rate is a rate set by the Administrative Agent
based on various factors including the Administrative Agent's costs and desired
return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above or below
such announced rate), which prime rate shall change at the opening of business
on the day of any change in such announced rate.

          "Pro Rata Share" means, with respect to any Lender, the percentage
obtained by dividing (A) such Lender's Commitment at such time (as adjusted from
time to time in accordance with the provisions of this Agreement) by (B) the
Aggregate Commitment at such time; provided, that if the Commitments are
terminated pursuant to the terms of this Agreement, then "Pro Rata Share" means
the percentage obtained by dividing (x) the sum of each Lender's L/C
Obligations, Syndicated Loans and Swing Line Loans by (y) the aggregate amount
of all Syndicated Loans, Swing Line Loans and L/C Obligations.

          "Property" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

          "Purchasers" has the meaning specified in Section 12.3.1.

          "Rated Debt" means the Borrower's senior unsecured non-credit-enhanced
long-term Indebtedness, which Indebtedness does not benefit from guaranties or
other credit enhancement provided by any of the Borrower's Subsidiaries.

          "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

          "Regulation T" means Regulation T of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by and to brokers and dealers of securities for the purpose
of purchasing or carrying margin stocks.

          "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of purchasing or carrying margin
stocks applicable to member banks of the Federal Reserve System.


                                      -13-
<PAGE>
          "Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin stock (as defined therein).

          "Reimbursement Obligation" is defined in Section 2.20.6.

          "Reportable Event" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days of
the occurrence of such event; provided, however, that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

          "Required Lenders" means Lenders having, in the aggregate, at least
51% of the Aggregate Commitment; provided, however, that in the event any of the
Lenders shall have failed to fund a portion of any Syndicated Advance requested
by the Borrower, any participation in any Letter of Credit or any refunding of
or participation in any Swing Line Loan which such Lenders are obligated to fund
under the terms of this Agreement and any such failure has not been cured, then
for so long as such failure continues, "Required Lenders" means Lenders
(excluding all such defaulting Lenders) having, in the aggregate, at least 51%
of the aggregate Commitments of such non-defaulting Lenders; provided, further,
however, that, if the Aggregate Commitment has been terminated pursuant to the
terms of this Agreement, "Required Lenders" means Lenders (without regard to
such Lenders' performance of their respective obligations hereunder) whose
aggregate outstanding principal balance of all Syndicated Loans, Swing Line
Loans and L/C Obligations is equal to or greater than 51%.

          "Requirements of Law" means, as to any Person, the charter and by-laws
or other organizational or governing documents of such Person, and any law, 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
including, without limitation, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, Regulations T, U and X, ERISA, the
Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act,
Americans with Disabilities Act of 1990, and any certificate of occupancy,
zoning ordinance, building, environmental or land use requirement or permit or
environmental, labor, employment, occupational safety or health law, rule or
regulation, including Environmental, Health or Safety Requirements of Law.

          "Reserves" means, with respect to a Eurodollar Interest Period, the
maximum aggregate reserves (including all basic, supplemental, marginal and
other reserves) imposed under Regulation D on Eurocurrency liabilities.

          "Risk-Based Capital Guidelines" has the meaning specified in Section
3.2.


                                      -14-
<PAGE>
          "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc.

          "Sale and Leaseback Transaction" means any sale or other transfer of
Property by any Person with intent to lease such Property as lessee pursuant to
a Capitalized Lease.

          "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

          "Single Employer Plan" means a Plan, if any, maintained by the
Borrower or any member of the Controlled Group for employees of the Borrower or
any member of the Controlled Group. The term "Single Employer Plan" does not
include any Multiemployer Plan.

          "Specified Remittance Time" means (a) if the relevant Payment Office
is located in New York, New York, 2:00 p.m. (New York time) and (b) if the
relevant Payment Office is located elsewhere, such time as the Administrative
Agent shall specify after consultation with the Lenders and the consent of the
Borrower, which consent shall not be unreasonably withheld.

          "Subsidiary" of a Person means (a) any corporation more than 50% of
the outstanding securities having ordinary voting power of which shall at the
time be owned or controlled, directly or indirectly, by such Person or by one or
more of its Subsidiaries or by such Person and one or more of its Subsidiaries,
or (b) any partnership, limited liability company, association, joint venture or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
shall mean a Subsidiary of the Borrower.

          "Substantial Portion" means, with respect to the Property of any
Person and its Subsidiaries, Property which:

          (a) when aggregated with all other Property in accordance with Section
6.11 (i) represents more than 15% of the consolidated assets of such Person and
its Subsidiaries as would be shown in the consolidated financial statements of
such Person and its Subsidiaries as at the beginning of the fiscal year in which
such determination is made, or (ii) is responsible for more than 15% of the
consolidated net sales of such Person and its Subsidiaries as reflected in the
financial statements referred to in clause (i) above; or

          (b) in any individual transaction or series of related transactions
(i) represents more than 10% of the consolidated assets of such Person and its
Subsidiaries as would be shown in the consolidated financial statements of such
Person and its Subsidiaries as at the beginning of the fiscal year in which such
determination is made, or (ii) is responsible for more than 10% of the
consolidated net sales of such Person and its Subsidiaries as reflected in the
financial statements referred to in clause (i) above.

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


                                      -15-
<PAGE>
          "Swing Line Commitment" means the obligation of the Swing Line Lender
to make Swing Line Loans up to a maximum principal amount of $25,000,000 at any
one time outstanding.

          "Swing Line Lender" means Bank of America or any other Lender as a
successor Swing Line Lender.

          "Swing Line Loan" means a loan made available to the Borrower by the
Swing Line Lender pursuant to Section 2.9.

          "Swing Line Note" means a Note in substantially the form of Exhibit
A-2 hereto duly executed by the Borrower and payable to the order of the Swing
Line Lender in the amount of its Swing Line Commitment.

          "Syndicated Advance" means a borrowing consisting of simultaneous
Syndicated Loans of the same Type made to the Borrower by each of the Lenders
pursuant to Section 2.1, and, in the case of Eurodollar Advances, for the same
Interest Period.

          "Syndicated Advance Borrowing Notice" has the meaning specified in
Section 2.6.

          "Syndicated Loan" means a loan by a Lender to the Borrower as part of
a Syndicated Advance.

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

          "Syndication Agents" means, collectively, BNY and JPMorgan, and their
respective successors and assigns.

          "Synthetic Lease" means a so-called "synthetic" lease that is not
treated as a capital lease under GAAP, but that is treated as a financing under
the Code.

          "Synthetic Lease Obligations" means, collectively, the payment
obligations of the Borrower or any of its Subsidiaries pursuant to a Synthetic
Lease.

          "Transferee" has the meaning specified in Section 12.5.

          "Type" means, (a) with respect to any Syndicated Loan, its nature as a
Floating Rate Loan or a Eurodollar Loan and (b) with respect to any Syndicated
Advance, its nature as a Floating Rate Advance or a Eurodollar Advance.

          "Unfunded Liabilities" means the amount (if any) by which the present
actuarial value of all vested nonforfeitable benefits under all Single Employer
Plans (based on the actuarial assumptions for each such plan) exceeds the Fair
Value of all such Plan assets allocable to such benefits, all determined as of
the then most recent valuation date for such Plans.


                                      -16-
<PAGE>
          "United States" and "U.S." mean the United States of America.

          "Unmatured Default" means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default.

          "Wholly-Owned Subsidiary" of a Person means (a) any Subsidiary all of
the outstanding voting securities of which (other than directors qualifying
shares and shares required by applicable corporate law to be owned by foreign
nationals) shall at the time be owned or controlled, directly or indirectly, by
such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such
Person and one or more Wholly-Owned Subsidiaries of such Person, or (b) any
partnership, association, joint venture or similar business organization 100% of
the ownership interests having ordinary voting power of which (other than
directors qualifying shares and shares required by applicable corporate law to
be owned by foreign nationals) shall at the time be so owned or controlled.

                                   ARTICLE II
                                   THE CREDITS

          2.1 The Syndicated Loans.

          From and including the date of this Agreement and prior to the
Facility Termination Date, each Lender severally agrees, on the terms and
conditions set forth in this Agreement (including, without limitation, the terms
and conditions of Section 2.11 and Section 8.1 relating to the reduction,
suspension or termination of the Aggregate Commitment), to make Syndicated Loans
to the Borrower from time to time in an aggregate amount not to exceed at any
one time outstanding the amount of such Lender's Commitment; provided, however,
that the Aggregate Commitment shall be deemed used from time to time to the
extent of (i) the aggregate L/C Obligations then outstanding, and such deemed
use of the Aggregate Commitment shall be applied to the Lenders ratably
according to their respective Commitments and (ii) the aggregate amount of the
Swing Line Loans then outstanding, and such deemed use of the Aggregate
Commitment shall be applied to the Lenders ratably according to their respective
Commitments. Subject to the terms of this Agreement (including, without
limitation, the terms and conditions of Section 2.11 and Section 8.1 relating to
the reduction, suspension or termination of the Aggregate Commitment), the
Borrower may borrow, repay and reborrow Syndicated Loans at any time prior to
the Facility Termination Date. Unless earlier terminated in accordance with the
terms and conditions of this Agreement, the Commitments of the Lenders to lend
hereunder shall expire on the Facility Termination Date. Notwithstanding
anything herein to the contrary, each of the Lenders shall be required to fund
its ratable share of any Syndicated Advance made in connection with any L/C
Drafts notwithstanding that such Advance may be made on or after the date of any
reduction, suspension or termination of the Aggregate Commitment pursuant to
Section 2.11(c) or Section 8.1 of this Agreement.

          2.2 Repayment of the Syndicated Loans.

          Any outstanding Syndicated Loans shall be paid in full by the Borrower
on the Facility Termination Date; provided, however, that nothing in this
Section 2.2 shall be construed


                                      -17-
<PAGE>
as limiting or modifying the obligation of the Borrower to repay any or all of
the outstanding Syndicated Loans at any earlier time in accordance with the
terms of this Agreement.

          2.3 Ratable Loans; Types of Syndicated Advances.

          Each Syndicated Advance hereunder shall consist of Syndicated Loans
made from the several Lenders ratably in proportion to their respective Pro Rata
Shares of the Aggregate Commitment. Any Syndicated Advance may be a Floating
Rate Advance or a Eurodollar Advance, as the Borrower shall select in accordance
with Sections 2.6 and 2.7.

          2.4 Minimum Amount of Each Syndicated Advance.

          Each Eurodollar Advance shall be in the minimum amount of $15,000,000
(and an integral multiple of $5,000,000 if in excess thereof) and each Floating
Rate Advance shall be in the minimum amount of $10,000,000 (and an integral
multiple of $1,000,000 if in excess thereof); provided, however, that any
Syndicated Advance that is a Floating Rate Advance may be in the amount of the
unused Aggregate Commitment.

          2.5 Optional Prepayments of Syndicated Loans.

          Subject to Section 3.4 and the requirements of Section 2.4, the
Borrower may (a) following notice given to the Administrative Agent by the
Borrower, in the form attached hereto as Exhibit G (a "Prepayment Notice") by
not later than 2:00 p.m. (New York) on the date of the proposed prepayment, such
notice specifying the aggregate principal amount of and the proposed date of the
prepayment, and if such notice is given the Borrower shall, prepay the
outstanding principal amounts of the Floating Rate Loans comprising part of the
same Syndicated Advance in whole or ratably in part, together with accrued
interest to the date of such prepayment on the principal amount prepaid and (b)
following a Prepayment Notice given to the Administrative Agent by the Borrower
by not later than 2:00 p.m. (New York) on, if the Syndicated Advance to be
prepaid is a Eurodollar Advance, the third Business Day preceding the date of
the proposed prepayment, such notice specifying the Syndicated Advance to be
prepaid and the proposed date of the prepayment, and, if such notice is given,
such Borrower shall, prepay the outstanding principal amounts of the Eurodollar
Loans comprising a Eurodollar Advance in whole (and not in part), together with
accrued interest to the date of such prepayment on the principal amount prepaid.
In the case of a Floating Rate Advance, each partial prepayment shall be in an
aggregate principal amount not less than $10,000,000 (and an integral multiple
of $1,000,000 if in excess thereof).

          2.6 Method of Selecting Types and Interest Periods for New Syndicated
Advances.

          The Borrower shall select the Type of each Syndicated Advance and, in
the case of a Eurodollar Advance, the Interest Period applicable to such
Syndicated Advance from time to time. The Borrower shall give the Administrative
Agent irrevocable notice, in the form attached hereto as Exhibit F-1 (a
"Syndicated Advance Borrowing Notice"), not later than 12:00 p.m. (New York) (i)
on the Borrowing Date for each Floating Rate Advance and (ii) at least three
Business Days before the Borrowing Date for each Eurodollar Advance, specifying:


                                      -18-
<PAGE>
          (a) the Borrowing Date, which shall be a Business Day, of such
Syndicated Advance,

          (b) the aggregate amount of such Syndicated Advance,

          (c) the Type of such Syndicated Advance, and

          (d) in the case of each Eurodollar Advance, the Interest Period
applicable thereto.

Not later than the Specified Remittance Time on each Borrowing Date, each Lender
shall make available its Syndicated Loan or Syndicated Loans to the
Administrative Agent in immediately available funds at the relevant Payment
Office. To the extent that the Administrative Agent has received funds from the
Lenders as specified in the preceding sentence and the applicable conditions set
forth in Article IV have been fulfilled, the Administrative Agent will make such
funds available to the Borrower at the relevant Payment Office promptly
following the Specified Remittance Time, it being understood that, upon the
request and direction of the Borrower, the Administrative Agent will make the
applicable funds available to the Borrower by depositing such funds to such
account with Bank of America as the Borrower shall designate.

          2.7 Conversion and Continuation of Outstanding Syndicated Advances.

          Floating Rate Advances shall continue as Floating Rate Advances unless
and until such Floating Rate Advances are converted into Eurodollar Advances or
prepaid pursuant to Section 2.5. Each Eurodollar Advance shall continue as a
Eurodollar Advance until the end of the then applicable Interest Period
therefor, at which time such Eurodollar Advance shall be automatically converted
into a Floating Rate Advance unless the Borrower shall have given the
Administrative Agent a Conversion/Continuation Notice requesting that, at the
end of such Interest Period, such Eurodollar Advance either continue as a
Eurodollar Advance for the same or another Interest Period or be converted into
a Syndicated Advance of another Type. Subject to the terms of Section 2.6, the
Borrower may elect from time to time to convert all or any part of a Syndicated
Advance of any Type into any other Type or Types of Syndicated Advances;
provided that any conversion of any Eurodollar Advance shall be made on, and
only on, the last day of the Interest Period applicable thereto. The Borrower
shall give the Administrative Agent irrevocable notice in the form of Exhibit H
hereto (a "Conversion/Continuation Notice") of each conversion of a Syndicated
Advance or continuation of a Eurodollar Advance not later than 12:00 p.m. (New
York time) (i) in the case of a conversion into a Floating Rate Advance on the
date of such conversion and (ii) in the case of a conversion into or
continuation of a Eurodollar Advance, at least three Business Days before the
date of such conversion or continuation, specifying:

          (a) the requested date, which shall be a Business Day, of such
conversion or continuation;

          (b) the aggregate amount and Type of the Syndicated Advance which is
to be converted or continued; and


                                      -19-
<PAGE>
          (c) the amount and Type(s) of Syndicated Advance(s) into which such
Syndicated Advance is to be converted or continued and, in the case of a
conversion into or continuation of a Eurodollar Advance, the duration of the
Interest Period applicable thereto.

          2.8 Payment of Interest on Syndicated Advances; Changes in Interest
Rate.

          (a) Interest accrued on each Floating Rate Advance shall be payable in
arrears on the last Business Day of each fiscal quarter, on the Facility
Termination Date, on the date of the reduction of all or any part of the
Aggregate Commitment pursuant to Section 2.11 (solely with respect to such
reduced amount) and on the date on which this Agreement is terminated in full
and all of the Obligations hereunder have been paid in full pursuant to Section
2.2. Interest accrued on each Eurodollar Advance shall be payable in arrears on
the last day of its applicable Interest Period, on any date on which the
Eurodollar Advance is prepaid, whether by acceleration or otherwise, and at
maturity. Interest accrued on each Eurodollar Advance having an Interest Period
longer than three months shall also be payable on the last day of each
three-month interval during such Interest Period. Interest on Floating Rate
Advances shall be calculated for actual days elapsed on the basis of a 365/366
-day year. Interest on Eurodollar Advances shall be calculated for actual days
elapsed on the basis of a 360-day year. Interest shall be payable for the day a
Syndicated Advance is made but not for the day of any payment on the amount paid
if payment is received prior to 2:00 p.m. (New York time) at the place of
payment. If any payment of principal of or interest on a Syndicated Advance
shall become due on a day which is not a Business Day, such payment shall be
made on the next succeeding Business Day and, in the case of a principal
payment, such extension of time shall be included in computing interest in
connection with such payment.

          (b) Each Floating Rate Advance shall bear interest on the outstanding
principal amount thereof, for each day from and including the date such Floating
Rate Advance is made or is converted from a Eurodollar Advance into a Floating
Rate Advance pursuant to Section 2.7 to but excluding the date it becomes due or
is converted into a Eurodollar Advance pursuant to Section 2.7, at a rate per
annum equal to the Floating Rate for such day. Changes in the rate of interest
on each Syndicated Advance maintained as a Floating Rate Advance will take
effect simultaneously with each change in the Alternate Base Rate. Each
Eurodollar Advance shall bear interest from and including the first day of the
Interest Period applicable thereto to (but not including) the last day of such
Interest Period at the Eurodollar Rate determined as applicable to such
Eurodollar Advance. No Interest Period may end after the Facility Termination
Date.

          2.9 Swing Line Loans.

          (a) Amount of Swing Line Loans. Upon the satisfaction of the
conditions precedent set forth in Sections 4.1 and 4.2, from and including the
date of this Agreement and prior to the Facility Termination Date, the Swing
Line Lender agrees, on the terms and conditions set forth in this Agreement, to
make Swing Line Loans to the Borrower from time to time in an amount not to
exceed the least of (i) the Swing Line Commitment, (ii) the amount by which the
Aggregate Commitment exceeds the sum of the outstanding principal amount of
Syndicated Advances and L/C Obligations, or (iii) the available amount of the
Commitment of the Swing Line Lender in its individual capacity as a Lender
hereunder. In furtherance of the foregoing, the aggregate outstanding principal
amount of the Swing Line Loans and Syndicated


                                      -20-
<PAGE>
Loans made by the Swing Line Lender and L/C Obligations owing to the Swing Line
Lender shall at no time exceed the Commitment of the Swing Line Lender and, if
at any time any such excess shall exist, the Borrower shall make a mandatory
payment sufficient to eliminate such excess, which payment shall be applied to
reduce the outstanding amount of the Swing Line Loans. Each Swing Line Loan
shall be in a minimum amount of $1,000,000 and increments of $1,000,000 in
excess thereof and all interest payable on the Swing Line Loans shall be payable
to the Swing Line Lender for the account of such Swing Line Lender. In no event
shall the number of Swing Line Loans outstanding at any time be greater than
five. The Swing Line Lender agrees, upon the Borrower's request therefor,
promptly to provide information regarding the applicable interest rate at which
the Swing Line Lender will make Swing Line Loans to the Borrower on the Business
Day of such request or the immediately following Business Day if such request is
received after 2:00 p.m. (New York time) (the "Money Market Rate"), which Money
Market Rate, in any event, shall not exceed the Floating Rate then applicable to
Floating Rate Advances.

          (b) Borrowing Notice. The Borrower shall deliver to the Administrative
Agent and the Swing Line Lender an irrevocable notice, in the form attached
hereto as Exhibit F-2 (a "Swing Line Borrowing Notice"), signed by it not later
than 12:00 p.m. (New York time) on the Borrowing Date of each Swing Line Loan
specifying (i) the applicable Borrowing Date (which shall be a Business Day),
(ii) the aggregate amount of the requested Swing Line Loan and (iii) subject to
the confirmation thereof by the Swing Line Lender, the Money Market Rate
applicable to the requested Swing Line Loan. The Swing Line Loans shall at all
times be Money Market Rate Loans.

          (c) Making of Swing Line Loans. Promptly after receipt of the Swing
Line Borrowing Notice under Section 2.9(b), the Administrative Agent shall
notify each Lender of the requested Swing Line Loan. Promptly on the applicable
Borrowing Date, the Swing Line Lender shall make available its Swing Line Loan
in funds immediately available in New York, New York to the Administrative Agent
at the address specified by the Administrative Agent. The Administrative Agent
will promptly make such funds available to the Borrower.

          (d) Repayment of Swing Line Loans. Each Swing Line Loan shall be paid
in full by the Borrower on or before the seventh Business Day after the
Borrowing Date for such Swing Line Loan. Outstanding Swing Line Loans may be
repaid from the proceeds of Syndicated Advances or Swing Line Loans. Any
repayment of a Swing Line Loan shall be accompanied by accrued interest thereon
and shall be in the minimum amount of $500,000 and in increments of $100,000 in
excess thereof or the full amount of such Swing Line Loan. If the Borrower at
any time fails to repay a Swing Line Loan on the applicable date when due, the
Borrower shall be deemed to have elected to borrow a Floating Rate Advance under
Section 2.1 as of such date equal in amount to the unpaid amount of the Swing
Line Loan and interest thereon (notwithstanding the minimum amount of Syndicated
Advances as provided in Section 2.4). The proceeds of any such Floating Rate
Advance shall be used to repay the Swing Line Loan and interest thereon. Unless
any Lender shall have notified the Swing Line Lender prior to its making any
Swing Line Loan, that the applicable conditions precedent set forth in Article
IV have not then been satisfied, each Lender's obligation to make Loans pursuant
to Section 2.1 and this Section 2.9(d) to repay Swing Line Loans shall be
unconditional, continuing, irrevocable and absolute and shall not be affected by
any circumstances, including the occurrence or continuance


                                      -21-
<PAGE>
of a Default. In the event that any Lender fails to make payment to the
Administrative Agent of any amount due under this Section 2.9(d), the
Administrative Agent shall be entitled to receive, retain and apply against such
obligation the principal and interest otherwise payable to such Lender hereunder
until the Administrative Agent receives such payment from such Lender or such
obligation is otherwise fully satisfied. In addition to the foregoing, if for
any reason any Lender fails to make payment to the Administrative Agent of any
amount due under this Section 2.9(d), such Lender shall be deemed, at the option
of the Administrative Agent, to have unconditionally and irrevocably purchased
from the Swing Line Lender, without recourse or warranty, an undivided interest
in and participation in the applicable Swing Line Loan in the amount of the Loan
such Lender was required to make pursuant to this Section 2.9(d) and such
interest and participation may be recovered from such Lender together with
interest thereon at the Federal Funds Effective Rate for each day during the
period commencing on the date of demand by the Administrative Agent and ending
on the date such obligation is fully satisfied.

          2.10 Intentionally Deleted.

          2.11 Facility Fee; Utilization Fee; Adjustments in Aggregate
Commitment.

          (a) Facility Fee. The Borrower agrees to pay to the Administrative
Agent for the account of each Lender a facility fee at a rate per annum equal to
the Applicable Facility Fee Rate in effect from time to time on such Lender's
Commitment (determined without giving effect to any usage of the Commitments),
whether used or unused, from the date hereof until the date on which this
Agreement is terminated in full and all of the Obligations hereunder have been
paid in full pursuant to Section 2.2. Such facility fees shall be payable in
arrears on the last Business Day of each March, June, September and December, on
the Facility Termination Date, on the date of the reduction of all or any part
of the Aggregate Commitment pursuant to Section 2.11(c) (solely with respect to
such reduced amount) and on the date on which this Agreement is terminated in
full and all of the Obligations hereunder have been paid in full pursuant to
Section 2.2. Facility fees shall be calculated for actual days elapsed on the
basis of a 360-day year.

          (b) Utilization Fee. For each day from and after the date hereof on
which the Combined Utilized Amount exceeds fifty percent (50%) of the Combined
Commitment, the Borrower agrees to pay to the Administrative Agent, for the
ratable account of each Lender, a utilization fee at a rate per annum equal to
the Applicable Utilization Fee Rate in effect from time to time on the sum of
all Loans (including all Syndicated Loans and Swing Line Loans) and L/C
Obligations, payable from the date hereof until the date on which this Agreement
is terminated in full and all of the Obligations hereunder have been paid in
full pursuant to Section 2.2. Such utilization fees shall be payable in arrears
on the last Business Day of each March, June, September and December, on the
Facility Termination Date, on the date of the reduction of all or any part of
the Aggregate Commitment pursuant to Section 2.11(c) and on the date on which
this Agreement is terminated in full and all of the Obligations hereunder have
been paid in full pursuant to Section 2.2. Utilization fees shall be calculated
for actual days elapsed on the basis of a 360-day year.

          (c) Reductions in Aggregate Commitment. The Borrower may permanently
reduce the Aggregate Commitment in whole or in part ratably among the Lenders in
a minimum


                                      -22-
<PAGE>
amount of $15,000,000 and integral multiples of $2,500,000 in excess thereof,
upon at least two Business Days' written notice to the Administrative Agent,
which notice shall specify the amount of any such reduction; provided, however,
that the amount of the Aggregate Commitment may not be reduced below the sum of
the aggregate principal amount of the outstanding Syndicated Advances and the
aggregate outstanding L/C Obligations and Swing Line Loans.

          (d) Increase of Aggregate Commitment. At any time the Borrower may, on
the terms set forth below, request that the Aggregate Commitment hereunder be
increased; provided, that (i) the Aggregate Commitment hereunder at no time
shall exceed $550,000,000, (ii) the Combined Commitment at no time shall exceed
$1,100,000,000, (iii) each such request shall be in a minimum amount of at least
$10,000,000 and in increments of $5,000,000 in excess thereof, (iv) an increase
in the Aggregate Commitment hereunder may only be made at a time when no Default
or Unmatured Default shall have occurred and be continuing, (v) each Lender
shall be offered a pro rata share of any requested increase prior to the
Borrower, the Administrative Agent and the Syndication Agents inviting any
additional financial institutions to become a Lender hereunder, and (vi) no
Lender's Commitment shall be increased under this Section 2.11(d) without its
consent. In the event of such a requested increase in the Aggregate Commitment,
any financial institution which the Borrower, the Administrative Agent and the
Syndication Agents invite to become a Lender or to increase its Commitment may
set the amount of its Commitment at a level agreed to by the Borrower, the
Administrative Agent and the Syndication Agents. In the event that the Borrower
and one or more of the Lenders (or other financial institutions) shall agree
upon such an increase in the Aggregate Commitment (i) the Borrower, the
Administrative Agent and each Lender or other financial institution increasing
its Commitment or extending a new Commitment shall enter into an amendment to
this Agreement setting forth the amounts of the Commitments, as so increased,
providing that the financial institutions extending new Commitments shall be
Lenders for all purposes under this Agreement, and setting forth such additional
provisions as the Administrative Agent shall consider reasonably appropriate and
(ii) the Borrower shall furnish, if requested, a new Note to each financial
institution that is extending a new Commitment or increasing its Commitment. No
such amendment shall require the approval or consent of any Lender whose
Commitment is not being increased. Upon the execution and delivery of such
amendment as provided above, and upon satisfaction of such other conditions as
the Administrative Agent may reasonably specify upon the request of the
financial institutions that are extending new Commitments (including, without
limitation, the Administrative Agent administering the reallocation of any
outstanding Loans ratably among the Lenders after giving effect to each such
increase in the Aggregate Commitment, and the delivery of certificates, evidence
of corporate authority and legal opinions on behalf of the Borrower), this
Agreement shall be deemed to be amended accordingly.

          2.12 Rates Applicable After Default.

          Notwithstanding anything to the contrary contained in Section 2.8,
during the continuance of a Default or Unmatured Default no Syndicated Advance
may be made as, converted into or continued past the end of the applicable
Interest Period as a Eurodollar Advance. During the continuance of a Default
upon notice given to the Borrower by the Administrative Agent, (a) each
Syndicated Advance and Swing Line Loan shall bear interest until paid in full at
a rate per annum equal to the then-applicable rate of interest, as the case may


                                      -23-
<PAGE>
be, plus two percent (2.0%) per annum and (b) the letter of credit fees payable
under Section 2.20.5 shall be increased by two percent (2.0%) per annum.

          2.13 Method of Payment.

          All payments of the Obligations hereunder shall be made, without
setoff, recoupment, deduction, or counterclaim, in immediately available funds
to the Administrative Agent at the Administrative Agent's address specified
pursuant to Article XIII, or at any other Lending Installation of the
Administrative Agent specified in writing by the Administrative Agent to the
Borrower, by 1:00 p.m. (New York time) on the date when due and shall be
remitted by the Administrative Agent to the Lenders according to their
respective interests therein. Each payment delivered to the Administrative Agent
for the account of any Lender shall be delivered promptly by the Administrative
Agent to such Lender in the same type of funds that the Administrative Agent
received at its address specified pursuant to Article XIII or at any Lending
Installation specified in a notice received by the Administrative Agent from
such Lender. The Administrative Agent is hereby authorized, but is not
obligated, to charge the accounts of the Borrower maintained with Bank of
America into which proceeds of Syndicated Advances are remitted pursuant to
Section 2.6 for each payment of interest and fees as it becomes due hereunder,
for each payment of principal, in accordance with the applicable Prepayment
Notice or when otherwise due and payable in accordance with the terms hereof,
and for each payment of Reimbursement Obligations when due and payable in
accordance with the terms hereof.

          2.14 Evidence of Debt (Optional Notes); Telephonic Notices.

          (a) Evidence of Debt (Optional Notes).

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

                    (ii) The Administrative Agent shall also maintain accounts
     in which it will record (a) the amount of each Loan made and each L/C
     Obligation incurred hereunder, and, to the extent applicable, the Type
     thereof and the interest period with respect thereto, (b) the amount of any
     principal or interest due and payable or to become due and payable from the
     Borrower to each Lender hereunder and (c) the amount of any sum received by
     the Administrative Agent hereunder from the Borrower and each Lender's
     share thereof.

                    (iii) The entries in the accounts maintained pursuant to
     clauses (i) and (ii) above shall be prima facie evidence of the existence
     and amounts of the Obligations therein recorded; provided, however, that
     the failure of the Administrative Agent or any Lender to maintain such
     accounts or any error therein shall not in any manner affect the obligation
     of the Borrower to repay the Obligations in accordance with their terms. In
     the event of a conflict between the accounts maintained by the
     Administrative


                                      -24-
<PAGE>
     Agent and the accounts maintained by a Lender, the accounts maintained by
     the Administrative Agent shall control in the absence of manifest error.

                    (iv) Any Lender may request that its Loans be evidenced by
     one or more Notes. In such event, the Borrower shall execute and deliver to
     such Lender the applicable Note or Notes payable to the order of such
     Lender. Thereafter, the Loans evidenced by any such Note and interest
     thereon shall at all times (including after any assignment pursuant to
     Section 12.3) be represented by one or more Notes payable to the order of
     the payee named therein or any assignee pursuant to Section 12.3, except to
     the extent that any such Lender or assignee subsequently returns any such
     Note for cancellation and requests that such Loans once again be evidenced
     as described in clauses (i) and (ii) above.

          (b) Telephonic Notices. The Borrower hereby authorizes the Lenders and
the Administrative Agent to extend, convert or continue Syndicated Advances and
effect selections of Types of Syndicated Advances based on telephonic notices
made by any person or persons the Administrative Agent in good faith believes to
be acting on behalf of the Borrower. The Borrower agrees to deliver promptly to
the Administrative Agent a written confirmation, if such confirmation is
requested by the Administrative Agent or any Lender, of each telephonic notice
signed by an Authorized Officer. If the written confirmation differs in any
material respect from the action taken by the Administrative Agent and the
Lenders, the records of the Administrative Agent of the relevant telephonic
notice shall govern absent manifest error.

          2.15 Notification of Syndicated Advances, Interest Rates, Prepayments
and Commitment Reductions.

          Promptly after receipt thereof, the Administrative Agent will notify
each Lender of the contents of each Aggregate Commitment reduction notice,
Borrowing Notice, Conversion/Continuation Notice and Prepayment Notice received
by it hereunder. The Administrative Agent will notify each Lender of the
interest rate applicable to each Eurodollar Advance promptly upon determination
of such interest rate and will give each Lender prompt notice of each change in
the Alternate Base Rate.

          2.16 Lending Installations.

          Each Lender may book its Loans at any one or more Lending
Installations selected by such Lender and may change any such Lending
Installation from time to time. All terms of this Agreement shall apply to any
such Lending Installation and any Notes requested by such Lender shall be deemed
held by such Lender for the benefit of such Lending Installation. Each Lender
may, by written or telex notice to the Administrative Agent and the Borrower,
designate a Lending Installation through which Loans will be made by it and for
whose account Loan payments are to be made.

          2.17 Non-Receipt of Funds by the Administrative Agent.

          Unless the Borrower or a Lender, as the case may be, notifies the
Administrative Agent prior to the date on which it is scheduled to make payment
to the Administrative Agent of (a) in the case of a Lender, the proceeds of a
Loan or (b) in the case of the Borrower, a payment


                                      -25-
<PAGE>
of principal, interest or fees to the Administrative Agent for the account of
the Lenders, that it does not intend to make such payment, the Administrative
Agent may assume that such payment has been made. The Administrative Agent may,
but shall not be obligated to, make the amount of such payment available to the
intended recipient in reliance upon such assumption. If such Lender or the
Borrower, as the case may be, has not in fact made such payment to the
Administrative Agent, the recipient of such payment shall, on demand by the
Administrative Agent, repay to the Administrative Agent the amount so made
available together with interest thereon in respect of each day during the
period commencing on the date such amount was so made available by the
Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to (a) in the case of repayment by a Lender,
the Federal Funds Effective Rate for such day or (b) in the case of repayment by
the Borrower, the interest rate applicable to the relevant Loan.

          2.18 Withholding Tax Exemption.

          At least five Business Days prior to the first date on which interest
or fees are payable hereunder for the account of any Lender, each Lender that is
not incorporated under the laws of the United States of America, or a state
thereof, agrees that it will deliver to each of the Borrower and the
Administrative Agent two duly completed copies of United States Internal Revenue
Service Form W-8BEN or W-8ECI, or successor applicable form, certifying in
either case that such Lender is entitled to receive payments under this
Agreement and the Notes (if requested) without deduction or withholding of any
United States federal income taxes. Each Lender which so delivers a Form W-8BEN
or W-8ECI, or successor applicable form, further undertakes to deliver to each
of the Borrower and the Administrative Agent two additional copies of such form
(or any successor form or related form as may from time to time be required
under applicable law) on or before the date that such form expires or becomes
obsolete or after the occurrence of any event requiring a change in the most
recent forms so delivered by it, and such amendments thereto or extensions or
renewals thereof as may be reasonably requested by the Borrower or the
Administrative Agent, in each case certifying that such Lender is entitled to
receive payments under this Agreement and the Notes (if requested) without
deduction or withholding of any United States federal income taxes, unless an
event (including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form with respect to it and
such Lender advises the Borrower and the Administrative Agent that it is not
capable of receiving payments without any deduction or withholding of United
States federal income tax.

          2.19 Termination.

          All unpaid Obligations shall be paid in full by the Borrower on the
Facility Termination Date; provided, however, that nothing in this Section 2.19
shall be construed as limiting or modifying the obligation of the Borrower to
repay any or all of the outstanding Obligations at any earlier time in
accordance with the terms of this Agreement.


                                      -26-
<PAGE>
          2.20 Letter of Credit Facility.

          2.20.1 Obligation to Issue. Subject to the terms and conditions of
this Agreement and in reliance upon the representations, warranties and
covenants of the Borrower herein set forth, each Issuing Lender hereby severally
agrees to issue for the account of the Borrower through such Issuing Lender's
branches as it and the Borrower may jointly agree, one or more Letters of Credit
denominated in Dollars in accordance with this Section 2.20, from time to time
during the period, commencing on the date hereof and ending on the third
Business Day prior to the Facility Termination Date; provided, however, no
Issuing Lender shall have any obligation to issue any Letter of Credit if, after
taking into account such issuance, the aggregate L/C Obligations outstanding
under Letters of Credit issued by it would exceed the amount specified on
Schedule 2.20 next to its name. Schedule 2.20 may be updated from time to time
by the Administrative Agent in connection with the addition of any Issuing
Lender.

          2.20.2 Types and Amounts. No Issuing Lender shall have any obligation
to and no Issuing Lender shall:

               (i) issue any Letter of Credit if on the date of issuance, before
or after giving effect to the Letter of Credit requested hereunder, (a) the
amount of the Syndicated Advances, the L/C Obligations and the Swing Line Loans
outstanding at such time would exceed the Aggregate Commitment or (b) the
aggregate outstanding amount of the L/C Obligations would exceed $150,000,000;
or

               (ii) issue any Letter of Credit which has an expiration date
later than the date which is the earlier of one (1) year after the date of
issuance thereof or three (3) Business Days immediately preceding the Facility
Termination Date.

          2.20.3 Conditions. In addition to being subject to the satisfaction of
the conditions contained in Sections 4.1 and 4.2, the obligation of an Issuing
Lender to issue any Letter of Credit is subject to the satisfaction in full of
the following conditions:

               (i) the Borrower shall have delivered to the applicable Issuing
Lender at such times and in such manner as such Issuing Lender may reasonably
prescribe, a written request for issuance of such Letter of Credit, duly
executed applications for such Letter of Credit, and such other documents,
instructions and agreements as may be reasonably required pursuant to the terms
thereof, and the proposed Letter of Credit shall be reasonably satisfactory to
such Issuing Lender as to form and content; and

               (ii) as of the date of issuance no order, judgment or decree of
any court, arbitrator or Governmental Authority shall purport by its terms to
enjoin or restrain the applicable Issuing Lender from issuing such Letter of
Credit and no law, rule or regulation applicable to such Issuing Lender and no
request or directive (whether or not having the force of law) from a
Governmental Authority with jurisdiction over such Issuing Lender shall prohibit
or request that such Issuing Lender refrain from the issuance of Letters of
Credit generally or the issuance of that Letter of Credit.


                                      -27-
<PAGE>
If any provision in a letter of credit application delivered in connection with
the foregoing is inconsistent with or more restrictive than a provision
contained in this Agreement, the provisions contained in this Agreement shall
control.

               2.20.4 Procedure for Issuance of Letters of Credit.

               (a) Subject to the terms and conditions of this Section 2.20 and
provided that the applicable conditions set forth in Sections 4.1 and 4.2 hereof
have been satisfied, the applicable Issuing Lender shall, on the requested date,
issue a Letter of Credit on behalf of the Borrower in accordance with such
Issuing Lender's usual and customary business practices and, in this connection,
such Issuing Lender may assume that the applicable conditions set forth in
Section 4.2 hereof have been satisfied unless it shall have received notice to
the contrary from a Lender or has knowledge that the applicable conditions have
not been met.

               (b) The applicable Issuing Lender shall give the Administrative
Agent written or telex notice, or telephonic notice confirmed promptly
thereafter in writing, of the issuance of a Letter of Credit, provided, however,
that the failure to provide such notice shall not result in any liability on the
part of such Issuing Lender.

               (c) No Issuing Lender shall extend or amend any Letter of Credit
unless the requirements of this Section 2.20 are met as though a new Letter of
Credit was being requested and issued.

               2.20.5 Letter of Credit Participation. Unless a Lender shall have
notified the Issuing Lender, prior to its issuance of a Letter of Credit, that
any applicable condition precedent set forth in Sections 4.1 and 4.2 had not
then been satisfied immediately upon the issuance of each Letter of Credit
hereunder, each Lender shall be deemed to have automatically, irrevocably and
unconditionally purchased and received from the applicable Issuing Lender an
undivided interest and participation in and to such Letter of Credit, the
obligations of the Borrower in respect thereof, and the liability of such
Issuing Lender thereunder (collectively, an "L/C Interest") in an amount equal
to the amount available for drawing under such Letter of Credit multiplied by
such Lender's Pro Rata Share. Each Issuing Lender will notify each Lender
promptly upon presentation to it of an L/C Draft or upon any other draw under a
Letter of Credit. On or before the Business Day on which an Issuing Lender makes
payment of each such L/C Draft or, in the case of any other draw on a Letter of
Credit, on demand by the Administrative Agent, each Lender shall make payment to
the Administrative Agent, for the account of the applicable Issuing Lender, in
immediately available funds in an amount equal to such Lender's Pro Rata Share
of the amount of such payment or draw. The obligation of each Lender to
reimburse the Issuing Lenders under this Section 2.20.5 shall be unconditional,
continuing, irrevocable and absolute. In the event that any Lender fails to make
payment to the Administrative Agent of any amount due under this Section 2.20.5,
the Administrative Agent shall be entitled to receive, retain and apply against
such obligation the principal and interest otherwise payable to such Lender
hereunder until the Administrative Agent receives such payment (together with
interest thereon at the Federal Funds Effective Rate from the date due until the
date paid) from such Lender or such obligation is otherwise fully satisfied;
provided, however, that nothing contained in this sentence shall relieve such
Lender of its obligation to reimburse the applicable Issuing Lender for such
amount in accordance with this Section 2.20.5.


                                      -28-
<PAGE>
          2.20.6 Reimbursement Obligation. The Borrower agrees unconditionally,
irrevocably and absolutely to pay immediately to the Administrative Agent, for
the account of the applicable Issuing Lender and the Lenders, the amount of each
advance which may be drawn under or pursuant to a Letter of Credit or an L/C
Draft related thereto (such obligation of the Borrower to reimburse the
Administrative Agent for an advance made under a Letter of Credit or L/C Draft
being hereinafter referred to as a "Reimbursement Obligation" with respect to
such Letter of Credit or L/C Draft). If the Borrower at any time fails to repay
a Reimbursement Obligation pursuant to this Section 2.20.6, the Borrower shall
be deemed to have elected to borrow Floating Rate Loans from the Lenders, as of
the date of the advance giving rise to the Reimbursement Obligation, equal in
amount to the amount of the unpaid Reimbursement Obligation. Such Floating Rate
Loans shall be made as of the date of the payment giving rise to such
Reimbursement Obligation, automatically, without notice and without any
requirement to satisfy the conditions precedent otherwise applicable to a
Syndicated Advance of Floating Rate Loans. Such Floating Rate Loans shall
constitute a Floating Rate Advance, the proceeds of which Floating Rate Advance
shall be used to repay such Reimbursement Obligation. If, for any reason, the
Borrower fails to repay a Reimbursement Obligation on the day such Reimbursement
Obligation arises and, for any reason, the Lenders are unable to make or have no
obligation to make Floating Rate Loans, then such Reimbursement Obligation shall
bear interest from and after such day, until paid in full, at the interest rate
applicable to a Floating Rate Advance.

          2.20.7 Letter of Credit Fees. The Borrower agrees to pay (a) to the
Administrative Agent for the ratable benefit of the Lenders, a letter of credit
fee equal to (i) for standby Letters of Credit, the Eurodollar Applicable Margin
in effect from time to time on the aggregate daily amount available for drawing
under the outstanding standby Letters of Credit and (ii) for commercial Letters
of Credit, fifty percent (50%) of the Eurodollar Applicable Margin in effect
from time to time on the aggregate daily amount available for drawing under the
outstanding commercial Letters of Credit, such fees described in clauses (a)(i)
and (ii) to be paid in arrears on the last Business Day of each calendar quarter
and on the Facility Termination Date and (b) to the Administrative Agent for the
benefit of the Issuing Lenders, a fronting fee in an amount agreed to between
the Borrower and the applicable Issuing Lender on the aggregate daily amount
available for drawing under their respective outstanding Letters of Credit, to
be paid in arrears on the last Business Day of each calendar quarter and on the
Facility Termination Date and all customary fees and other issuance, amendment,
negotiation and presentment expenses and related charges in connection with the
issuance, amendment, presentation of L/C Drafts, and the like customarily
charged by the applicable Issuing Lender with respect to standby letters of
credit and commercial letters of credit, including, without limitation, standard
commissions with respect to commercial letters of credit, payable at the time of
invoice of such amounts.

          2.20.8 Issuing Lender Reporting Requirements. In addition to the
notices required by Section 2.20.4, each Issuing Lender shall, no later than the
tenth Business Day following the last day of each month, provide to the
Administrative Agent, upon the Administrative Agent's request, schedules, in
form and substance reasonably satisfactory to the Administrative Agent, showing
the date of issue, account party, amount, expiration date and the reference
number of each Letter of Credit issued by it outstanding at any time during such
month and the aggregate amount payable by the Borrower during such month. In
addition, upon the request of the Administrative Agent, each Issuing Lender
shall furnish to the Administrative Agent copies of any Letter of Credit and any
application for or reimbursement agreement with


                                      -29-
<PAGE>
respect to a Letter of Credit to which such Issuing Lender is party and such
other documentation as may reasonably be requested by the Administrative Agent.
Upon the request of any Lender, the Administrative Agent will provide to such
Lender information concerning such Letters of Credit.

          2.20.9 Indemnification; Exoneration. (a) In addition to amounts
payable as elsewhere provided in this Section 2.20, the Borrower hereby agrees
to protect, indemnify, pay and save harmless the Administrative Agent, each
Issuing Lender and each Lender from and against any and all liabilities and
costs which the Administrative Agent, such Issuing Lender or such Lender may
incur or be subject to as a consequence, direct or indirect, of (i) the issuance
of any Letter of Credit other than, in the case of the applicable Issuing
Lender, as a result of its Gross Negligence or willful misconduct, as determined
by the final judgment of a court of competent jurisdiction, or (ii) the failure
of the applicable Issuing Lender to honor a drawing under a Letter of Credit as
a result of any act or omission, whether rightful or wrongful, of any present or
future de jure or de facto Governmental Authority (all such acts or omissions
herein called "Governmental Acts").

          (b) As among the Borrower, the Lenders, the Administrative Agent and
the Issuing Lenders, the Borrower assumes all risks of the acts and omissions
of, or misuse of such Letter of Credit by, the beneficiary of any Letters of
Credit. In furtherance and not in limitation of the foregoing, subject to the
provisions of the Letter of Credit applications and Letter of Credit
reimbursement agreements executed by the Borrower at the time of request for any
Letter of Credit, neither the Administrative Agent, any Issuing Lender nor any
Lender shall be responsible (in the absence of Gross Negligence or willful
misconduct in connection therewith, as determined by the final judgment of a
court of competent jurisdiction): (i) for the form, validity, sufficiency,
accuracy, genuineness or legal effect of any document submitted by any party in
connection with the application for and issuance of the Letters of Credit that
appears on its face to comply in all material respects with the requirements of
the Letter of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the
validity or sufficiency of any instrument that appears on its face to comply in
all material respects with the requirements of the Letter of Credit transferring
or assigning or purporting to transfer or assign a Letter of Credit or the
rights or benefits thereunder or proceeds thereof, in whole or in part, which
may prove to be invalid or ineffective for any reason; (iii) for failure of the
beneficiary of a Letter of Credit to comply duly with conditions required in
order to draw upon such Letter of Credit; (iv) for errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable, telegraph, telex, or other similar form of teletransmission or otherwise;
(v) for errors in interpretation of technical trade terms; (vi) for any loss or
delay in the transmission or otherwise of any document required in order to make
a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the
misapplication by the beneficiary of a Letter of Credit of the proceeds of any
drawing under such Letter of Credit; and (viii) for any consequences arising
from causes beyond the control of the Administrative Agent, the Issuing Lenders
and the Lenders, including, without limitation, any Governmental Acts. None of
the above shall affect, impair, or prevent the vesting of any Issuing Lender's
rights or powers under this Section 2.20.9.

          (c) In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by any Issuing
Lender under or in


                                      -30-
<PAGE>
connection with the Letters of Credit or any related certificates shall not, in
the absence of Gross Negligence or willful misconduct, as determined by the
final judgment of a court of competent jurisdiction, put the applicable Issuing
Lender, the Administrative Agent or any Lender under any resulting liability to
the Borrower or relieve the Borrower of any of its obligations hereunder to any
such Person.

          (d) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 2.20 shall survive the payment in full of principal and interest
hereunder, the termination of the Letters of Credit and the termination of this
Agreement.

          2.20.10 Cash Collateral. Notwithstanding anything to the contrary
herein or in any application for a Letter of Credit, after the occurrence and
during the continuance of Default, the Borrower shall, upon the Administrative
Agent's demand, deliver to the Administrative Agent for the benefit of the
Lenders and the Issuing Lenders, cash, or other collateral of a type
satisfactory to the Required Lenders, having a value, as determined by such
Lenders, equal to the aggregate outstanding L/C Obligations. In addition, if the
available Aggregate Commitment is at any time less than the amount of L/C
Obligations outstanding at any time, the Borrower shall deposit cash collateral
with the Administrative Agent in an amount equal to the amount by which such L/C
Obligations exceed such available Aggregate Commitment. Any such collateral
shall be held by the Administrative Agent in a separate interest-bearing account
appropriately designated as a cash collateral account in relation to this
Agreement and the Letters of Credit and retained by the Administrative Agent for
the benefit of the Lenders and the Issuing Lenders as collateral security for
the Borrower's obligations in respect of this Agreement and each of the Letters
of Credit and L/C Drafts. Such amounts shall be applied to reimburse the Issuing
Lenders for drawings or payments under or pursuant to Letters of Credit or L/C
Drafts, or if no such reimbursement is required, to payment of such of the other
Obligations as the Administrative Agent shall determine, in each case without
further authorization from the Borrower; provided, however, the Administrative
Agent shall notify the Borrower of such application. If no Default shall be
continuing, amounts remaining in any cash collateral account established
pursuant to this Section 2.20.10 which are not to be applied to reimburse an
Issuing Lender for amounts actually paid or to be paid by such Issuing Lender in
respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower
(after deduction of the Administrative Agent's expenses incurred in connection
with such cash collateral account).

          2.21 Pricing.

          The Eurodollar Applicable Margin, the Applicable Facility Fee Rate and
the Applicable Utilization Fee Rate for any period shall be determined on the
basis of the publicly announced ratings ("Credit Ratings") by Moody's and S&P on
the Borrower's Rated Debt during such period, in each case in accordance with
the table set forth below, to change when and as such Credit Ratings change. For
purposes of determining the Applicable Margin, the Applicable Facility Fee Rate
and the Applicable Utilization Fee Rate with respect to any period:

                    (i) Any change in the Credit Rating shall be deemed to
     become effective on the date of public announcement thereof and shall
     remain in effect until the date of public announcement that such Credit
     Rating shall no longer be in effect. If any change


                                      -31-
<PAGE>
     in Credit Rating occurs during an Interest Period, the new Eurodollar
     Applicable Margin, Applicable Facility Fee Rate and Applicable Utilization
     Fee Rate shall become effective from the date of the public announcement.

                    (ii) If, during any period, either Moody's or S&P shall not
     have a publicly-announced Credit Rating with respect to the Borrower's
     Rated Debt, the Credit Rating announced by the other rating agency with
     respect thereto shall be used.

                    (iii) Except as provided below, in the event that the Credit
     Ratings publicly announced by Moody's and S&P with respect to the
     Borrower's Rated Debt appear in more than one column of the table, the
     Eurodollar Applicable Margin, the Applicable Facility Fee Rate and the
     Applicable Utilization Fee Rate will be based on the column which includes
     the highest rating; provided, however, that if there exists a differential
     of two or more levels between the Credit Rating publicly announced by
     Moody's and the Credit Rating publicly announced by S & P, then the Credit
     Rating which is one level below the higher announced Credit Rating will
     determine the Eurodollar Applicable Margin, the Applicable Facility Fee
     Rate and the Applicable Utilization Fee Rate.

                    (iv) If, during any period, neither Moody's nor S&P shall
     have publicly announced a Credit Rating with respect to the Borrower's
     Rated Debt, the Eurodollar Applicable Margin, the Applicable Facility Fee
     Rate and the Applicable Utilization Fee Rate shall be the margins set forth
     under the column entitled "No Other Pricing Level Applies."

                          EURODOLLAR APPLICABLE MARGINS
                          APPLICABLE FACILITY FEE RATES
                      AND APPLICABLE UTILIZATION FEE RATES
                                (IN BASIS POINTS)

<TABLE>
<CAPTION>
                                      AT LEAST A                     AT LEAST BBB+   AT LEAST BBB
                      AT LEAST A+    FROM S&P OR     AT LEAST A-      FROM S&P OR     FROM S&P OR      NO OTHER
                    FROM S&P OR A1     A2 FROM       FROM S&P OR       BAA1 FROM       BAA2 FROM       PRICING
  CREDIT RATINGS     FROM MOODY'S      MOODY'S     A3 FROM MOODY'S      MOODY'S         MOODY'S     LEVEL APPLIES
-----------------   --------------   -----------   ---------------   -------------   ------------   -------------
<S>                 <C>              <C>           <C>               <C>             <C>            <C>
Eurodollar
Applicable Margin        13.5            17.5            29.0             40.0           61.5            84.0
</TABLE>


                                      -32-
<PAGE>
<TABLE>
<CAPTION>
                                      AT LEAST A                     AT LEAST BBB+   AT LEAST BBB
                      AT LEAST A+    FROM S&P OR     AT LEAST A-      FROM S&P OR     FROM S&P OR      NO OTHER
                    FROM S&P OR A1     A2 FROM       FROM S&P OR       BAA1 FROM       BAA2 FROM       PRICING
  CREDIT RATINGS     FROM MOODY'S      MOODY'S     A3 FROM MOODY'S      MOODY'S         MOODY'S     LEVEL APPLIES
-----------------   --------------   -----------   ---------------   -------------   ------------   -------------
<S>                 <C>              <C>           <C>               <C>             <C>            <C>
Applicable
Facility Fee              6.5             7.5             8.5             10.0           13.5            16.0

Applicable
Utilization Fee
Rate                     10.0            10.0            10.0             10.0           10.0            10.0
</TABLE>

                                   ARTICLE III
                             CHANGE IN CIRCUMSTANCES

          3.1 Yield Protection.

          If any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any
interpretation thereof, or the compliance by any Lender therewith,

          (a) subjects any Lender or any applicable Lending Installation to any
tax, duty, charge or withholding on or from payments due from the Borrower
(excluding federal taxation of the overall net income of any Lender, franchise
taxes and branch profit taxes), or changes the basis of taxation of payments to
any Lender or any applicable Lending Installation in respect of its Loans, L/C
Interests or other amounts due it hereunder, or

          (b) imposes or increases or deems applicable any reserve, assessment,
insurance charge, special deposit or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any Lender or any
applicable Lending Installation (other than reserves and assessments taken into
account in determining the interest rate applicable to Eurodollar Advances), or

          (c) imposes any other condition, in each case, the result of which is
to increase the cost to any Lender or any applicable Lending Installation of
making, funding or maintaining Loans or issuing or participating in Letters of
Credit or reduces any amount receivable by any Lender or any applicable Lending
Installation in connection with Loans or Letters of Credit, or requires any
Lender or any applicable Lending Installation to make any payment calculated by
reference to the amount of Loans or Letters of Credit held, or interest received
by it, by an amount deemed material by such Lender,

then, within 15 days of demand by such Lender, the Borrower shall pay such
Lender that portion of such increased expense incurred or reduction in an amount
received which such Lender reasonably determines is attributable to making,
funding and maintaining its Loans, its L/C Interests, the Letters of Credit and
its Commitment.

          3.2 Changes in Capital Adequacy Regulations.

          If a Lender determines that the amount of capital required or expected
to be maintained by such Lender, any Lending Installation of such Lender or any
corporation


                                      -33-
<PAGE>
controlling such Lender is increased as a result of a Change (as defined below
in this Section 3.2), then, within 15 days of demand by such Lender, the
Borrower shall pay such Lender the amount necessary to compensate for any
shortfall in the rate of return on the portion of such increased capital which
such Lender reasonably determines is attributable to this Agreement, its Loans,
its L/C Interests, the Letters of Credit or its obligation to make Loans or
participate in Letters of Credit hereunder (after taking into account such
Lender's or such controlling corporation's policies as to capital adequacy).
"Change" means (a) any change after the date of this Agreement in the Risk-Based
Capital Guidelines (as defined below in this Section 3.2) or (b) any adoption of
or change in any other law, governmental or quasi-governmental rule, regulation,
policy, guideline, interpretation, or directive (whether or not having the force
of law) after the date of this Agreement which affects the amount of capital
required or expected to be maintained by any Lender or any Lending Installation
or any corporation controlling any Lender. "Risk-Based Capital Guidelines" means
(a) the risk-based capital guidelines in effect in the United States on the date
of this Agreement, including transition rules, and (b) the corresponding capital
regulations promulgated by regulatory authorities outside the United States
implementing the July 1988 report of the Basle Committee on Banking Regulation
and Supervisory Practices Entitled "International Convergence of Capital
Measurements and Capital Standards," including transition rules, and any
amendments to such regulations adopted prior to the date of this Agreement. Each
Lender agrees promptly to notify the Borrower and the Administrative Agent of
any circumstances that would cause the Borrower to pay additional amounts
pursuant to this Section 3.2, provided that, except as set forth in Section
3.5(b), the failure to give such notice shall not affect the Borrower's
obligation to pay such additional amounts hereunder.

          3.3 Availability of Types of Syndicated Advances.

          If any Lender reasonably determines that maintenance of its Eurodollar
Loans at a suitable Lending Installation would violate any applicable law, rule,
regulation, or directive, whether or not having the force of law, or if the
Required Lenders reasonably determine that (a) deposits of a type and maturity
appropriate to match fund Eurodollar Advances are not available or (b) the
interest rate applicable to a Type of Syndicated Advance does not accurately
reflect the cost of making or maintaining such Syndicated Advance, then the
Administrative Agent shall suspend the availability of the affected Type of
Syndicated Advance.

          3.4 Funding Indemnification.

          If any payment of a Eurodollar Advance occurs on a date which is not
the last day of the applicable Interest Period, whether because of acceleration,
prepayment, conversion or otherwise, or a Eurodollar Advance is not made
(whether by borrowing, continuation or conversion) on the date specified by the
Borrower for any reason other than default by the Lenders, or an optional
prepayment, notice of which has been given in accordance with Section 2.5, is
not made on the date specified therefor in such notice, the Borrower will
indemnify each Lender for any loss or cost incurred by it resulting therefrom,
including, without limitation, any loss or cost in liquidating or employing
deposits acquired to fund or maintain the Eurodollar Advance.


                                      -34-
<PAGE>
          3.5 Mitigation; Lender Statements; Survival of Indemnity.

          (a) To the extent reasonably possible, each Lender shall designate an
alternate Lending Installation with respect to its Eurodollar Loans to reduce
any liability of the Borrower to such Lender under Sections 3.1 and 3.2 or to
avoid the unavailability of a Type of Syndicated Advance under Section 3.3, so
long as such designation is not disadvantageous to such Lender in its reasonable
determination. If the obligation of the Lenders to make Eurodollar Advances has
been suspended pursuant to Section 3.3 as a consequence of a determination by
any Lender that maintenance of its Eurodollar Loans at a suitable Lending
Installation would violate any applicable law or any Lender has demanded
compensation under Section 3.1 or 3.2, the Borrower may elect (i) subject to
Section 3.4, to prepay any outstanding Syndicated Advances to the extent
necessary to mitigate its liability under Section 3.1 or 3.2, or (ii) to require
the applicable Lender to assign its outstanding Syndicated Loans, L/C Interests
and Commitment hereunder to another financial institution designated by the
Borrower and reasonably acceptable to the Administrative Agent. The obligation
of a Lender to assign its rights and obligations hereunder as contemplated by
this Section 3.5(a) is subject to the requirements that (x) all amounts owing to
that Lender under the Loan Documents are paid in full upon the completion of
such assignment and (y) any assignment is effected in accordance with the terms
of Section 12.3 and on terms otherwise satisfactory to that Lender (it being
understood that the Borrower or the replacement Lender shall pay the processing
fee payable to the Administrative Agent pursuant to Section 12.3.2 in connection
with any such assignment).

          (b) In determining the amounts payable under Sections 3.1, 3.2 or 3.4,
each Lender shall use its reasonable efforts to make its allocations and
computations, to the extent readily determinable, consistent with the
allocations and computations applied generally by such Lender to other customers
of similar size and credit quality and under similar circumstances. Each Lender
shall deliver a written statement of such Lender as to the amount due, if any,
under Section 3.1, 3.2 or 3.4. Such written statement shall set forth in
reasonable detail the calculations upon which such Lender determined such amount
and shall be final, conclusive and binding on the Borrower in the absence of
manifest error. Unless otherwise provided herein, the amount specified in the
written statement shall be payable not later than fifteen (15) days after
receipt by the Borrower of the written statement. The Borrower shall not be
liable for any amounts under Sections 3.1, 3.2 or 3.4 accruing more than 120
days prior to the receipt of a demand for payment therefor. The obligations of
the Borrower under Sections 3.1, 3.2 and 3.4 shall survive payment of the
Obligations and termination of this Agreement.

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

          4.1 Effectiveness; Initial Syndicated Advance.

          This Agreement shall become effective and the Lenders shall be
obligated to make the initial Syndicated Advance or Swing Line Loan only after
the Administrative Agent shall have received from the Borrower, with sufficient
copies (other than in the case of any requested Notes) for each of the Lenders,
each of the following items in form and substance satisfactory to the
Administrative Agent:


                                      -35-
<PAGE>
          (a) a copy of the certificate of incorporation (or comparable
constitutive document) of the Borrower, together with all amendments thereto and
a certificate of good standing, certified by the appropriate governmental
officer of its jurisdiction of organization and by the Secretary, Assistant
Secretary, or other appropriate officer of the Borrower;

          (b) copies, certified by the Secretary, Assistant Secretary or other
appropriate officer of the Borrower of its by-laws (or any comparable
constitutive laws, rules or regulations) and of its board of directors'
resolutions (and resolutions of other bodies, if any are deemed necessary by
counsel for any Lender) authorizing the execution of the Loan Documents;

          (c) incumbency certificates, executed by the Secretary or Assistant
Secretary or other appropriate officer of the Borrower, which shall identify by
name and title and bear the signature of the officers of the Borrower authorized
to sign the Loan Documents and to make borrowings hereunder, as applicable, upon
which certificate the Administrative Agent, the Issuing Lenders, the Swing Line
Lender and the Lenders shall be entitled to rely until informed of any change in
writing by the Borrower;

          (d) a certificate, signed by the Chief Financial Officer, stating that
on the date hereof no Default or Unmatured Default has occurred and is
continuing;

          (e) evidence of the payment of all fees required to be paid by the
Borrower pursuant to the Fee Letters;

          (f) opinions of (i) Ropes & Gray LLP, counsel to the Borrower, and
(ii) a Senior Vice President-Legal of the Borrower, substantially in the forms
attached as Exhibit B hereto;

          (g) evidence of delivery of the 4-Year Revolving Credit Agreement by
each of the parties thereto;

          (h) written money transfer instructions, in substantially the form of
Exhibit E hereto, addressed to the Administrative Agent and signed by an
Authorized Officer, together with such other related money transfer
authorizations as the Administrative Agent may have reasonably requested;

          (i) evidence of the termination of the Existing Credit Agreements and
repayment of in full of all obligations, indebtedness and liabilities
outstanding thereunder from the proceeds of the initial Loans hereunder and/or
the initial "Loans" under and as defined in the 4-Year Revolving Credit
Agreement; and

          (j) such other documents as any Lender or its counsel may have
reasonably requested (including, without limitation, any Notes requested
pursuant to Section 2.14(a)(iv)).

          4.2 Each Syndicated Advance and Letter of Credit.

          No Lender shall be required to make any Loan, nor shall any Issuing
Lender be required to issue any Letter of Credit hereunder, unless on the
applicable Borrowing Date or date for issuance of such Letter of Credit:


                                      -36-
<PAGE>
          (a) there exists no Default or Unmatured Default;

          (b) the representations and warranties contained in Article V are true
and correct as of such Borrowing Date or date for issuance of such Letter of
Credit (other than the representation and warranty set forth in Section 5.5,
which shall only be made by the Borrower as of the date of this Agreement)
except to the extent any such representation or warranty is stated to relate
solely to an earlier date, in which case such representation or warranty shall
be true and correct on and as of such earlier date;

          (c) after giving effect to such Loan and the other Loans being made as
a part of such Syndicated Advance or the issuance of such Letter of Credit, the
aggregate outstanding principal amount of all Syndicated Advances and
outstanding L/C Obligations and Swing Line Loans does not exceed the Aggregate
Commitment; and

          (d) all legal matters incident to the making of such Syndicated
Advance or the issuance of such Letter of Credit shall be reasonably
satisfactory to the Lenders and their counsel.

Each Borrowing Notice and each Conversion/Continuation Notice with respect to a
Loan or application with respect to a Letter of Credit shall constitute a
representation and warranty by the Borrower that the conditions contained in
Sections 4.2(a), (b) and (c) have been satisfied.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

          In order to induce the Administrative Agent, the Swing Line Lender,
the Issuing Lenders and the Lenders to enter into this Agreement and to make the
Loans and the other financial accommodations to the Borrower and to issue the
Letters of Credit described herein, the Borrower represents and warrants to the
Administrative Agent, the Swing Line Lender, the Issuing Lenders and each Lender
as follows as of the date of this Agreement, the date of the initial extension
of credit hereunder and thereafter on each date as required by Section 4.2 that:

          5.1 Existence and Standing.

          Each of the Borrower and its Subsidiaries (other than Subsidiaries
which in the aggregate own, directly or indirectly, less than ten percent (10%)
of the total consolidated assets of the Borrower and its Subsidiaries) (i) is
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization, (ii) is duly qualified to do business as a foreign
organization and is in good standing under the laws of each jurisdiction in
which it owns or leases real property or in which the nature of its business
requires it to be so qualified, except those jurisdictions where the failure to
be in good standing or to so qualify is not reasonably likely to have a Material
Adverse Effect, and (iii) has all requisite corporate or other organizational
power and authority to own, lease and operate its property and assets and to
conduct its business as presently conducted and as proposed to be conducted.


                                      -37-
<PAGE>
          5.2 Authorization and Validity.

          (a) The Borrower has the requisite corporate or other organizational
power and authority to execute, deliver and perform each of the Loan Documents
which have been or are to be executed by it.

          (b) The execution, delivery and performance, as the case may be, of
each of the Loan Documents executed by the Borrower, and the consummation of the
transactions contemplated thereby, have been duly approved by the board of
directors and, if necessary, the shareholders of the Borrower, and such
approvals have not been rescinded. No other corporate or other organizational
action or proceedings on the part of the Borrower is necessary to consummate
such transactions.

          (c) Each of the Loan Documents to which the Borrower is a party has
been duly executed or delivered, as the case may be, by it and constitutes its
legal, valid and binding obligation, enforceable against it in accordance with
its terms (except as enforceability may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditor's rights generally), is in
full force and effect and no material term or condition thereof has been
amended, modified or waived without the prior written consent of the Required
Lenders (or all of the Lenders if so required under Section 8.2), and the
Borrower has performed and complied with all the terms, provisions, agreements
and conditions set forth therein and required to be performed or complied with
by the Borrower and no unmatured default, default or breach of any covenant by
any such party exists thereunder.

          5.3 No Conflict; Government Consent.

          Neither the execution and delivery by the Borrower of the Loan
Documents, nor the consummation of the transactions therein contemplated, nor
compliance with the provisions thereof will violate any law, rule, regulation,
order, writ, judgment, injunction, decree or award binding on the Borrower or
the Borrower's articles of incorporation or by-laws (or any comparable
constitutive laws, rules or regulations) or the provisions of any material
indenture, instrument or material agreement to which the Borrower or any of its
Subsidiaries is a party or is subject, or by which it, or its Property, is
bound, or conflict with or constitute a default thereunder, or result in the
creation or imposition of any Lien in, of or on the Property of the Borrower or
a Subsidiary pursuant to the terms of any such material indenture, instrument or
agreement. No order, consent, approval, license, authorization or validation of,
or filing, recording or registration with, or exemption by, any Governmental
Authority is required to authorize, or is required in connection with the
execution, delivery and performance of, or the legality, validity, binding
effect or enforceability of, any of the Loan Documents, except (i) such as have
been made or obtained as set forth on Schedule 5.3 or (ii) such as set forth on
Schedule 5.3 hereto which have not been obtained or made and which are
immaterial.

          5.4 Financial Statements.

          The January 29, 2005 audited consolidated financial statements of the
Borrower and its Subsidiaries heretofore delivered to the Administrative Agent
and the Lenders were prepared in accordance with GAAP in effect on the date such
statements were prepared and


                                      -38-
<PAGE>
fairly present in all material respects the consolidated financial condition and
operations of the Borrower and its Subsidiaries at such date and the
consolidated results of their operations for the period then ended.

          5.5 Material Adverse Change.

          As of the date of this Agreement, since January 29, 2005 with respect
to the Borrower and its Subsidiaries, there has been no material adverse change
in the business, financial condition, operations, performance or Property of the
Borrower and its Subsidiaries on a consolidated basis.

          5.6 Taxes.

          The Borrower and its Subsidiaries have filed all United States federal
tax returns and all other tax returns which are required to be filed and have
paid all taxes due pursuant to said returns or pursuant to any assessment
received by the Borrower or any of its Subsidiaries, except such taxes, if any,
as are being contested in good faith, as to which adequate reserves have been
provided in accordance with GAAP and as to which no tax lien has been filed. The
United States income tax returns of the Borrower and its Subsidiaries have been
audited by the Internal Revenue Service, or the Internal Revenue Service has
allowed the Statute of Limitations for audit to expire, for fiscal years ended
January 29, 2000 and prior (provided that the year ending January 29, 2000
remains open only in respect of items from later years carried back to such
year). No tax liens have been filed and remain in effect with respect to the
Borrower and its Subsidiaries. No written claims of taxing authorities are
pending and being made, and no other claims are to the knowledge of the
executive officers of the Borrower pending, against the Borrower or any of its
Subsidiaries, in each case (i) except claims which are being actively contested
by the Borrower or such Subsidiary in good faith and by appropriate proceedings
and with respect to which the Borrower or such Subsidiary has established such
reserves or made other appropriate provisions as shall be required in conformity
with GAAP; and (ii) which could, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. The charges, accruals and reserves
on the books of the Borrower and its Subsidiaries in respect of any taxes or
other governmental charges have been established in accordance with GAAP and, to
the knowledge of the executive officers of the Borrower, are adequate.

          5.7 Litigation and Contingent Obligations.

          Except as set forth on Schedule 5.7 hereto, there is no litigation,
arbitration, governmental investigation, proceeding or inquiry pending or, to
the knowledge of any of their executive officers, threatened against or
affecting the Borrower or any of its Subsidiaries which could reasonably be
expected to result in a Material Adverse Effect. Other than any liability
incident to such litigation, arbitration or proceedings, the Borrower and its
Subsidiaries have no material contingent obligations not provided for or
disclosed in the financial statements referred to in Section 5.4.

          5.8 Subsidiaries.

          Schedule 5.8 hereto contains an accurate list of all of the presently
existing Subsidiaries of the Borrower, setting forth their respective
jurisdictions of organization and the


                                      -39-
<PAGE>
percentage of their respective equity held by the Borrower or other
Subsidiaries. All of the issued and outstanding shares of capital stock of such
Subsidiaries have been duly authorized and issued and are fully paid and
non-assessable.

          5.9 ERISA.

          The Unfunded Liabilities of all Single Employer Plans do not in the
aggregate exceed $40,000,000. Neither the Borrower nor any other member of the
Controlled Group has failed to make any required installment or any other
required payment under Section 412 of the Code on or before the due date for
such installment or other payment with respect to a Single Employer Plan, or has
failed to make a required contribution or payment to a Multiemployer Plan.
Neither the Borrower nor any other member of the Controlled Group has any
potential liability, whether direct or indirect, contingent or otherwise, under
Section 4069, 4204 or 4212(c) of ERISA. Each Plan complies in all material
respects with all applicable requirements of law and regulations and has been
administered in all material respects in accordance with its terms. No
Reportable Event has occurred with respect to any Plan, neither the Borrower nor
any other member of the Controlled Group has withdrawn from any Plan or
initiated steps to do so, no steps have been taken to reorganize or terminate
any Plan, no event has occurred which imposes an obligation on the Borrower or
any member of the Controlled Group under Section 4041 of ERISA to provide
affected parties written notice of intent to terminate a Plan in a distress
termination described in Section 4041(c) of ERISA; no event or condition has
occurred which is reasonably likely to constitute grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, any
Plan, in any such case where such event could reasonably be expected to have a
Material Adverse Effect.

          5.10 Accuracy of Information.

          No written information, certificate, exhibit or report furnished by
the Borrower or any of its Subsidiaries to the Administrative Agent, the Swing
Line Lender, any Issuing Lender or the Lenders (including the Loan Documents and
any representation or warranty therein) contained any material misstatement of
fact or omitted to state a material fact or any fact necessary to make the
statements contained therein not misleading in light of the circumstances under
which they were made.

          5.11 Regulations T, U and X.

          Margin stock (as defined in Regulation U) constitutes less than 25% of
those assets of the Borrower and its Subsidiaries which are subject to any
limitation on sale, pledge, or other restriction hereunder. Neither the Borrower
nor any of its Subsidiaries is engaged in the business of purchasing or carrying
margin stock.

          5.12 Material Agreements.

          Neither the Borrower nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in (i) any agreement to which it is a party, which default
could reasonably be expected to have a Material Adverse Effect or (ii) any
agreement or instrument evidencing or governing Material Indebtedness.


                                      -40-
<PAGE>
          5.13 Compliance With Laws.

          The Borrower and its Subsidiaries have complied with all applicable
statutes, rules, regulations, orders and restrictions of any Governmental
Authority having jurisdiction over the conduct of their respective businesses or
the ownership of their respective Property except where the failure to so comply
could not reasonably be expected to result in a Material Adverse Effect. Except
as set forth in Schedule 5.13 hereto, neither the Borrower nor any Subsidiary
has received any notice to the effect that its operations are not in material
compliance with any Environmental, Health or Safety Requirements of Law or the
subject of any federal or state investigation evaluating whether any remedial
action is needed to respond to a release of any petroleum, toxic or hazardous
waste or substance into the environment, which non-compliance or remedial action
could reasonably be expected to have a Material Adverse Effect.

          5.14 Ownership of Property.

          Except as set forth on Schedule 5.14 hereto, on the date of this
Agreement, the Borrower and its Subsidiaries have good title, free of all Liens
other than those permitted by Section 6.15, to all of the Property and assets
reflected in the financial statements referred to in Section 5.4 as owned by it.
The Borrower and each of its Subsidiaries owns (or is licensed to use) all
Intellectual Property which is necessary or appropriate in any material respect
for the conduct of its respective business as conducted on the date of this
Agreement, without any material conflict with the rights of any other Person.
Neither the Borrower nor any Subsidiary is aware of (i) any material existing or
threatened infringement or misappropriation of any of its Intellectual Property
by any third party or (ii) any material third party claim that any aspect of the
business of the Borrower or any Subsidiary (as conducted on the date of this
Agreement) infringes or will infringe upon, any Intellectual Property or other
property right of any other Person, in each case that could reasonably be
expected to have a Material Adverse Effect.

          5.15 Labor Matters.

          There are no labor controversies pending or, to the best of the
Borrower's knowledge, threatened against the Borrower or any Subsidiary, which,
if adversely determined, could reasonably be expected to have a Material Adverse
Effect. The Borrower and each of its Subsidiaries are in substantial compliance
in all material respects with the Fair Labor Standards Act, as amended.

          5.16 Investment Company Act.

          Neither the Borrower nor any Subsidiary thereof is an "investment
company" or a company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended.

          5.17 Public Utility Holding Company Act.

          Neither the Borrower nor any Subsidiary is a "holding company" or a
"subsidiary company" of a "holding company", or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company", within the meaning
of the Public Utility Holding Company Act of 1935, as amended.


                                      -41-
<PAGE>
          5.18 Insurance.

          The insurance policies and programs in effect with respect to the
Property, liabilities and business of the Borrower and its Subsidiaries are
maintained with financially sound and reputable insurance companies and reflect
coverage that is consistent with sound business practice.

                                   ARTICLE VI
                                    COVENANTS

          6. Covenants. During the term of this Agreement, unless the Required
Lenders shall otherwise consent in writing:

          6.1 Financial Reporting.

          The Borrower will maintain, for itself and its Subsidiaries, a system
of accounting established and administered in accordance with GAAP and, subject
to Section 13.1, will furnish or cause to be furnished to the Administrative
Agent with sufficient copies for each of the Lenders:

          (a) As soon as practicable but in any event within 105 days after the
close of each of its fiscal years, an audit report (which audit report shall be
unqualified or shall be otherwise reasonably acceptable to the Required Lenders;
provided that such report may set forth qualifications to the extent such
qualifications pertain solely to changes in GAAP from those applied during
earlier accounting periods, the implementation of which changes (with the
concurrence of such accountants) is reflected in the financial statements
accompanying such report), certified by independent certified public accountants
who are reasonably acceptable to the Required Lenders, prepared in accordance
with GAAP on a consolidated basis for itself and its Subsidiaries, including
balance sheets as of the end of such period and the related statements of
income, and consolidated stockholder's equity and cash flows, accompanied by a
certificate of said accountants that, in the course of their examination
necessary for their certification of the foregoing, they have obtained no
knowledge of any Default or Unmatured Default, or if, in the opinion of such
accountants, any Default or Unmatured Default shall exist, stating the nature
and status thereof.

          (b) As soon as practicable but in any event within 60 days after the
close of each of the first three quarterly periods of each of its fiscal years,
for itself and its Subsidiaries on a consolidated basis, balance sheets as of
the end of such period and the related statements of income, and consolidated
stockholder's equity and cash flows for the period from the beginning of such
fiscal year to the end of such quarter, all certified by its Chief Financial
Officer, Controller or Treasurer as to fairness of presentation and prepared,
with respect to such consolidated statements, in accordance with GAAP (subject
to normal year end adjustments).

          (c) Together with the financial statements required hereunder, a
compliance certificate in substantially the form of Exhibit C hereto signed by
its Chief Financial Officer, Controller or Treasurer showing the calculations
necessary to determine compliance with Section 6.16 as of the last day of the
fiscal period covered by such financial statements, and stating that


                                      -42-
<PAGE>
no Default or Unmatured Default exists, or if any Default or Unmatured Default
exists, stating the nature and status thereof and the Borrower's plans with
respect thereto.

          (d) As soon as possible and in any event within 10 days after an
executive officer of the Borrower knows that any Reportable Event or any other
event described in Section 5.9 has occurred with respect to any Plan, a
statement, signed by the Chief Financial Officer or Treasurer of the Borrower,
describing said Reportable Event or other event and the action which the
Borrower proposes to take with respect thereto.

          (e) As soon as possible and in any event within 10 days after receipt
by the Borrower or any Subsidiary, a copy of (a) any notice or claim to the
effect that the Borrower or any of its Subsidiaries is or may be liable to any
Person as a result of the release by the Borrower, any of its Subsidiaries, or
any other Person of any petroleum, toxic or hazardous waste or substance into
the environment, and (b) any notice alleging any violation of any Environmental,
Health or Safety Requirements of Law by the Borrower or any of its Subsidiaries,
which, in either case, could reasonably be expected to have a Material Adverse
Effect or subject the Borrower and its Subsidiaries to liability, individually
or in the aggregate, in excess of $30,000,000 (in each case, determined after
giving effect to claims which the Borrower has demonstrated to the reasonable
satisfaction of the Administrative Agent are covered by applicable third-party
insurance policies (other than retro-premium insurance or other policies with
similar self-insurance attributes) of the Borrower or any of its Subsidiaries
unless the insurers of such claims have disclaimed coverage or reserved the
right to disclaim coverage).

          (f) Promptly upon the furnishing thereof to the shareholders of the
Borrower, copies of all financial statements, reports and proxy statements so
furnished.

          (g) Promptly upon the filing thereof, copies of all final registration
statements, proxy statements and annual, quarterly, monthly or other reports
which the Borrower or any of its Subsidiaries files with the Securities and
Exchange Commission (provided the Borrower shall not be obligated to provide
copies of routine reports which are required to be filed concerning the
management of employee benefit plans, including, without limitation, stock
purchases or the exercise of stock options made under any such employee benefit
plan).

          (h) Except to the extent that such items are redundant with reports or
information otherwise provided pursuant to this Section 6.1, promptly upon the
furnishing thereof to the holders thereof, copies of all financial statements
and reports furnished to the holders of (or trustee or other representative for
the holders of) any Indebtedness for money borrowed of the Borrower or its
Subsidiaries.

          (i) Such other information (including non-financial information) as
any Lender through the Administrative Agent may from time to time reasonably
request.

          6.2 Use of Proceeds.

          The Borrower will, and will cause each of its Subsidiaries to, use the
proceeds of the Syndicated Advances and the Swing Line Loans to repay
outstanding loans and advances made under the Existing Credit Agreements, to
repay Syndicated Advances hereunder and "Advances" under (and as defined in) the
4-Year Revolving Credit Agreement, Reimbursement


                                      -43-
<PAGE>
Obligations and the Swing Line Loans or for general corporate or working capital
purposes (including, without limitation, capital expenditures, purchases by the
Borrower of its capital stock, Acquisitions permitted under Section 6.18 and
support of commercial paper). The Borrower will not, nor will it permit any
Subsidiary, to use proceeds of the Syndicated Advances and the Swing Line Loans
other than as contemplated in this Section 6.2.

          6.3 Other Notices.

          Promptly after the Borrower or relevant subsidiary becomes aware of
such occurrence, the Borrower will, and will cause each of its Subsidiaries to,
give notice in writing to the Lenders of the occurrence of: (a) any Default or
Unmatured Default; and (b) any other development, financial or otherwise, which
could reasonably be expected to have a Material Adverse Effect; provided, no
separate notice of the occurrence of any such development under this clause (b)
needs to be given to the extent such item has been disclosed in the Borrower's
annual, quarterly or other reports (i.e., 10-K, 10-Q or 8-K) filed with the
Securities and Exchange Commission and delivered pursuant to Section 6.1(g) or
in a press release issued by the Borrower or one of its Subsidiaries. Any such
notice shall state the nature and status of the occurrence and any and all
actions taken with respect thereto.

          6.4 Conduct of Business.

          The Borrower will, and will cause each of its Subsidiaries to, carry
on and conduct its business in substantially the same manner and in
substantially the same or complementary fields of enterprise as it is presently
conducted and to do all things necessary to remain duly organized, validly
existing and in good standing as a domestic organization in its jurisdiction of
organization and maintain all requisite authority to conduct its business in
each jurisdiction in which its business is conducted except for transactions
permitted under Sections 6.10, 6.11, 6.13, or 6.18 or where the failure to
maintain such authority could not reasonably be expected to have a Material
Adverse Effect.

          6.5 Taxes.

          The Borrower will, and will cause each of its Subsidiaries to, pay
when due all material taxes, assessments and governmental charges and levies
upon it or its income, profits or Property, except those which are being
contested in good faith by appropriate proceedings and with respect to which
adequate reserves have been set aside in accordance with GAAP and in connection
with which no tax Lien has been filed.

          6.6 Insurance.

          The Borrower will, and will cause each of its Subsidiaries to,
maintain with financially sound and reputable insurance companies insurance with
respect to all their Property, liabilities and business in such amounts and
covering such risks as is consistent with sound business practice, and the
Borrower will furnish to the Administrative Agent upon request of any Lender
full information as to the insurance carried.


                                      -44-
<PAGE>
          6.7 Compliance with Laws.

          The Borrower will, and will cause each of its Subsidiaries to, comply
in all material respects with all laws (including, without limitation, all
environmental laws), rules, regulations, orders, writs, judgments, injunctions,
decrees or awards to which it may be subject, except where the failure to so
comply could not reasonably be expected to have a Material Adverse Effect.

          6.8 Maintenance of Properties.

          The Borrower will, and will cause each of its Subsidiaries to, do all
things necessary to maintain, preserve, protect and keep its material Property
in good repair, working order and condition, ordinary wear and tear excepted,
and make all necessary and proper repairs, renewals and replacements so that its
business carried on in connection therewith may be properly conducted at all
times. The Borrower will, and will cause each Subsidiary to, do all things
necessary to maintain, preserve and protect all of its material Intellectual
Property including, without limitation, perform each of its respective
obligations under any and all license agreements and other contracts and
agreements evidencing or relating to Intellectual Property, using the same in
interstate or foreign commerce, properly marking such Intellectual Property and
maintaining all necessary and appropriate governmental registrations (both
domestic and foreign) except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

          6.9 Inspection.

          The Borrower will, and will cause each of its Subsidiaries to, permit
the Administrative Agent and any or each Lender, by its respective
representatives and agents, to inspect any of the Property, corporate books and
financial records of the Borrower and each of its Subsidiaries, to examine and
make copies of the books of accounts and other financial records of the Borrower
and each of its Subsidiaries, and to discuss the affairs, finances and accounts
of the Borrower and each of its Subsidiaries with, and to be advised as to the
same by, their respective officers at such reasonable times and intervals as the
Administrative Agent or such Lender may designate. Prior to the occurrence of a
Default or Unmatured Default, the Lenders will use reasonable efforts to
coordinate their inspection through the Administrative Agent so as to minimize
any disruption to the business of the Borrower and its Subsidiaries.

          6.10 Merger.

          The Borrower will not, nor will it permit any of its Subsidiaries to,
merge, amalgamate or consolidate with or into any other Person, except that a
Wholly-Owned Subsidiary may merge with the Borrower or a Wholly-Owned Subsidiary
of the Borrower, subject to the further condition that if the Borrower is a
party to any such permitted merger, the Borrower shall be the surviving
corporation. Nothing herein shall prohibit a transaction otherwise in compliance
with Section 6.11, 6.13, or 6.18.


                                      -45-
<PAGE>
          6.11 Sale of Assets.

          Except as disclosed in Schedule 6.11, the Borrower will not, nor will
it permit any of its Subsidiaries to, lease, sell or otherwise dispose of its
Property, to any other Person except for:

          (a) Sales of inventory in the ordinary course of business (which in
the business of the Borrower and its Subsidiaries may include sales of larger
quantities of inventory other than to consumers, provided such sales are
consistent with the Borrower's and its Subsidiaries' past practices and which
are not extraordinary transactions under GAAP);

          (b) The sale, discount, or transfer of delinquent accounts receivable
in the ordinary course of business for purposes of collection only;

          (c) Occasional sales, leases or other dispositions of immaterial
assets for cash consideration and for not less than fair market value;

          (d) Sales, leases or other dispositions of assets that are obsolete or
have negligible fair market value;

          (e) Sales of equipment for cash consideration and for fair market
value (but if replacement equipment is necessary for the proper operation of the
business of the seller, the seller must promptly replace the sold equipment);

          (f) Leases, sales or other dispositions of its Property to the
Borrower or a Wholly-Owned Subsidiary of the Borrower;

          (g) Other leases, sales or other dispositions of its Property subject
to the requirement that the net proceeds of each such lease, sale or other
disposition of Property are reinvested in the business of the Borrower and the
Subsidiaries as conducted in accordance with the requirements of Section 6.4 or
are used for other general corporate purposes; and

          (h) Sales of assets in the ordinary course of business and consistent
with past practices for not less than fair market value, including store
closings.

Notwithstanding anything herein to the contrary, the aggregate amount of
Property of the Borrower and its Subsidiaries leased, sold or disposed of
pursuant to clauses (g) and (h) (excluding any equipment which has been promptly
replaced) during the twelve-month period ending with the month in which any such
lease, sale or other disposition occurs shall not: (1) in any single transaction
or series of related transactions constitute a Substantial Portion of the
Property of the Borrower and its Subsidiaries under clause (b) of the definition
of Substantial Portion or (2) in the aggregate constitute a Substantial Portion
of the Property of the Borrower and its Subsidiaries under clause (a) of the
definition of Substantial Portion.

          6.12 Affiliates.

          Except in connection with transactions otherwise permitted pursuant to
the terms of this Article VI, the Borrower will not, nor will it permit any of
its Subsidiaries to, enter into


                                      -46-
<PAGE>
any transaction (including, without limitation, the purchase or sale of any
Property or service) with, or make any payment or transfer to, any Affiliate
except in the ordinary course of business and pursuant to the reasonable
requirements of the Borrower's or such Subsidiary's business and upon fair and
reasonable terms no less favorable to the Borrower or such Subsidiary than the
Borrower or such Subsidiary would obtain in a comparable arm's-length
transaction; provided, however, that these provisions shall not be applicable
with respect to transactions among the Borrower and its Subsidiaries which are
in the ordinary course of business and consistent with past practice.

          6.13 Investments.

          The Borrower will not, nor will it permit any of its Subsidiaries to,
make or suffer to exist any Investments, or commitments therefor, except:

          (a) Investments by the Borrower or any of its Subsidiaries in and to
any domestic Subsidiary;

          (b) Investments by the Borrower or any of its Subsidiaries in and to
any foreign Subsidiary in an aggregate amount at any time not to exceed 20% of
Consolidated Total Assets;

          (c) Investments in existence as of the close of business on the date
hereof and which are described in Schedule 6.13 hereto;

          (d) Subject to the proviso set forth below, investments made in
connection with Acquisitions permitted under Section 6.18;

          (e) Investments consisting of cash and cash equivalents;

          (f) Subject to the proviso set forth below, other Investments in any
other Persons in an aggregate amount at any time not to exceed 10% of
Consolidated Net Worth;

          (g) Investments owned by the Borrower in connection with the
Borrower's Executive Savings Plan; and

          (h) Loans, capital contributions and other Investments made by any
Subsidiary in the Borrower;

provided, however, not withstanding anything in this Section 6.13 or Section
6.18 to the contrary, the aggregate amount of Investments made in connection
with Acquisitions made pursuant to clause (b) of Section 6.18 and pursuant to
clause (f) above shall not exceed 10% of Consolidated Net Worth.

          6.14 Contingent Obligations.

          The Borrower will not, nor will it permit any of its Subsidiaries to,
make or suffer to exist any Contingent Obligation, except:


                                      -47-
<PAGE>
          (a) by endorsement of instruments for deposit or collection in the
ordinary course of business;

          (b) Contingent Obligations of the Borrower and any of its Subsidiaries
existing as of the close of business on the date hereof which are described on
Schedule 6.14;

          (c) Contingent Obligations of the Borrower in respect of the
obligations of any domestic Subsidiary;

          (d) Reimbursement Obligations in connection with Letters of Credit;

          (e) Reimbursement Obligations in connection with letters of credit not
issued by the Issuing Lenders (provided the issuance thereof is not violative of
any other provision of this Article VI);

          (f) Contingent Obligations consisting of the Borrower's guaranty of
reimbursement obligations of any Subsidiary in connection with letters of credit
not issued by the Issuing Lenders (provided the issuance thereof is not
violative of any other provision of this Article VI);

          (g) Contingent Obligations of any Subsidiary to the extent such
Contingent Obligations constitute Indebtedness permitted under this Article VI;

          (h) Contingent Obligations of the Borrower to the extent such
Contingent Obligations (or the Indebtedness underlying such Contingent
Obligations) are included in the calculation of Funded Debt; and

          (i) Contingent Obligations in an additional aggregate amount not to
exceed $100,000,000 at any one time outstanding.

          6.15 Liens.

          (a) The Borrower will not, nor will it permit any of its Subsidiaries
to, create, incur, or suffer to exist any Lien in, of or on the Property of the
Borrower or such Subsidiary, as applicable, except:

                    (i) Liens for taxes, assessments or governmental charges or
     levies on its Property if the same shall not at the time be delinquent or
     thereafter can be paid without penalty, or are being contested in good
     faith and by appropriate proceedings and for which adequate reserves in
     accordance with GAAP shall have been set aside on its books;

                    (ii) Liens imposed by law, such as carriers', warehousemen's
     and mechanics' liens and other similar liens arising in the ordinary course
     of business which secure payment of obligations not more than 60 days past
     due or which are being contested in good faith by appropriate proceedings
     and for which adequate reserves in accordance with GAAP shall have been set
     aside on its books;


                                      -48-
<PAGE>
                    (iii) Liens arising out of pledges or deposits under
     worker's compensation laws, unemployment insurance, old age pensions, or
     other social security or retirement benefits, or similar legislation;

                    (iv) utility easements, building restrictions and such other
     encumbrances or charges against real property as are of a nature generally
     existing with respect to properties of a similar character and which do not
     in any material way affect the same or interfere with the use thereof in
     the business of the Borrower or any Subsidiary of the Borrower;

                    (v) Liens existing as of the close of business on the date
     hereof and which are described in Schedule 5.14;

                    (vi) Liens created or incurred after the date hereof, given
     to secure the Indebtedness incurred or assumed in connection with the
     acquisition or construction of property or assets useful and intended to be
     used in carrying on the business of the Borrower or any Subsidiary of the
     Borrower, including Liens existing on such property or assets at the time
     of acquisition or construction thereof or at the time of acquisition or
     construction by the Borrower or such Subsidiary, as applicable, of an
     interest in any business entity then owning such property or assets,
     whether or not such existing Liens were given to secure the consideration
     for the property or assets to which they attach, subject to the requirement
     that the Lien shall attach solely to the assets acquired or purchased;

                    (vii) secured or unsecured purchase money Indebtedness
     (including Capitalized Leases) incurred in the ordinary course of business
     to finance the acquisition of fixed assets or equipment used in the
     business of such Subsidiary if such Indebtedness does not exceed the lower
     of the fair market value or the cost of the applicable fixed assets or
     equipment on the date acquired;

                    (viii)Liens on real property with respect to Indebtedness
     the proceeds of which are used (a) for the construction or improvement of
     the real property securing such Indebtedness or (b) to finance the cost of
     construction or improvement of such real property, provided such financing
     occurs within one hundred eighty (180) days of receipt of the certificate
     of occupancy with respect to such construction or improvement (other than
     with respect to a refinancing under clause (x) below);

                    (ix) other Liens (a) securing Indebtedness or other
     obligations not exceeding $75,000,000 at any one time outstanding or (b) on
     property having in the aggregate a fair market value at the time of
     incurrence of the Lien not exceeding $75,000,000 at any one time
     outstanding;

                    (x) any extension, renewal or replacement of any Lien
     permitted by the preceding clauses (vi), (vii), (viii) or (ix) hereof in
     respect of the same property or assets theretofore subject to such Lien in
     connection with the extension, renewal or refunding of the Indebtedness
     secured thereby; provided that (x) such Lien shall attach solely to the
     same property or assets, and (y) such extension, renewal or refunding of
     such


                                      -49-
<PAGE>
     Indebtedness shall be without increase in the principal remaining unpaid as
     of the date of such extension, renewal or refunding; and

                    (xi) Liens on the shares of capital stock of the Borrower's
     foreign Subsidiaries securing Indebtedness in an amount which shall not
     exceed twenty-five percent (25%) of the assets of all foreign Subsidiaries.

          6.16 Maximum Leverage Ratio.

          The Borrower shall not permit its Leverage Ratio to be greater than
2.75 to 1.00 as at the end of each fiscal quarter.

          6.17 Intentionally Deleted.

          6.18 Acquisitions.

          The Borrower will not, nor will it permit any of its Subsidiaries to,
make any Acquisition other than (a) a Permitted Acquisition; and (b) other
Acquisitions (i) made at a time when no Default or Unmatured Default exists;
(ii) consummated on a non-hostile basis approved by a majority of the board of
directors or other governing body of the Person being acquired, (iii) the
aggregate consideration for which, individually or when aggregated with the
aggregate consideration for other Acquisitions made under this clause (b) does
not exceed 10% of Consolidated Net Worth, and (iv) the aggregate consideration
for all such Acquisitions plus the aggregate amount of Investments made pursuant
to Section 6.13(f) does not exceed 10% of Consolidated Net Worth.

          6.19 Rate Hedging Obligations.

          The Borrower shall not, and shall not permit any of its Subsidiaries
to, enter into any Hedging Agreements, other than Hedging Agreements entered
into in the ordinary course of business to hedge or mitigate risks to which the
Borrower or such Subsidiary is exposed in the conduct of its business or the
management of its assets and liabilities.

          6.20 Subsidiary Indebtedness.

          The Borrower will not permit any Subsidiary to create, incur, assume
or suffer to exist any Indebtedness, except:

          (a) Indebtedness existing on the date hereof or proposed to be
incurred, each as described in Schedule 6.20 hereto;

          (b) Indebtedness of any Subsidiary to third parties (for the avoidance
of doubt, such Indebtedness shall include Indebtedness of Subsidiaries to third
parties set forth on Schedule 6.20 hereof but shall exclude any intercompany
Indebtedness of Subsidiaries), which Indebtedness for all such Subsidiaries does
not exceed 25% of Consolidated Net Worth; and

          (c) Indebtedness of any Subsidiary to the Borrower or to any other
Subsidiary.


                                      -50-
<PAGE>
          6.21 Subordination of Intercompany Indebtedness.

          The Borrower will not and will not permit any of its domestic
Subsidiaries to create, incur, assume or suffer to exist any intercompany
Indebtedness where the obligor on such Indebtedness is the Borrower, unless such
indebtedness is subordinated to the Obligations hereunder on the terms described
in Schedule 6.21.

                                  ARTICLE VII
                                    DEFAULTS

          7. Defaults. The occurrence of any one or more of the following events
shall constitute a Default:

          7.1 Breach of Representation or Warranty.

          Any representation or warranty made or deemed made by or on behalf of
the Borrower or any of its Subsidiaries to the Lenders, the Swing Line Lender,
the Issuing Lenders or the Administrative Agent under or in connection with this
Agreement, any Loan, any Letter of Credit or any certificate or information
delivered in connection with this Agreement or any other Loan Document shall be
materially false on the date as of which made or deemed made.

          7.2 Payment Default.

          Nonpayment of (i) principal of any Loan, Note or L/C Obligations when
due, or (ii) interest upon any Loan or Note or of any fee or other obligations
under any of the Loan Documents within five Business Days after such interest,
fee or other obligation becomes due.

          7.3 Breach of Certain Covenants.

          The breach by the Borrower of (a) any of the terms or provisions of
Sections 6.2 and 6.4, clause (a) of Section 6.3, any of Sections 6.10 through
6.15, Sections 6.18 and 6.19 or (b) any of the terms of Section 6.16 and such
breach under this clause (b) continues for 10 days after the first to occur of
(i) the date an executive officer of the Borrower first knows of or should have
known of such breach or (ii) the date the Borrower receives written notice from
any Lender (acting through the Administrative Agent) of such breach.

          7.4 Breach of Other Provisions.

          The breach by the Borrower (other than a breach which constitutes a
Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this
Agreement, and such breach continues for 30 days after the first to occur of (i)
the date an executive officer of the Borrower first knows of or should have
known of such breach or (ii) the date the Borrower receives written notice from
any Lender (acting through the Administrative Agent) of such breach.


                                      -51-
<PAGE>
          7.5 Default on Material Indebtedness.

          Failure of the Borrower or any of its Subsidiaries to make a payment
on any Indebtedness under the 4-Year Revolving Credit Agreement; or the failure
of the Borrower or any of its Subsidiaries to make a payment on Material
Indebtedness when due (after giving effect to any applicable grace period); or
the default by the Borrower or any of its Subsidiaries in the performance of any
term, provision or condition contained in the 4-Year Revolving Credit Agreement
or the default by the Borrower or any of its Subsidiaries in the performance of
any term, provision or condition contained in any agreement or agreements under
which Material Indebtedness was created or is governed (and any applicable grace
period(s) shall have expired), or any other event shall occur or condition
exist, the effect of which is to cause, or to permit the holder or holders of
such Indebtedness under the 4-Year Revolving Credit Agreement or such Material
Indebtedness to cause, such Indebtedness or Material Indebtedness to become due
prior to its stated maturity; or any of the Indebtedness under the 4-Year
Revolving Credit Agreement or Material Indebtedness of the Borrower or any of
its Subsidiaries shall be declared to be due and payable or required to be
prepaid (other than by a regularly scheduled payment) prior to the stated
maturity thereof; or the Borrower or any of its Subsidiaries shall not pay, or
shall admit in writing its inability to pay, its debts generally as they become
due.

          7.6 Voluntary Insolvency Proceedings.

          The Borrower or any of its Subsidiaries shall (a) have an order for
relief entered with respect to it under the United States bankruptcy laws as now
or hereafter in effect or cause or allow any similar event to occur under any
bankruptcy or similar law or laws for the relief of debtors as now or hereafter
in effect in any other jurisdiction, (b) make an assignment for the benefit of
creditors, (c) apply for, seek, consent to, or acquiesce in, the appointment of
a receiver, custodian, trustee, examiner, liquidator, monitor or similar
official for it or any Substantial Portion of its Property, (d) institute any
proceeding seeking an order for relief under the United States bankruptcy laws
as now or hereafter in effect or seeking to adjudicate it a bankrupt or
insolvent, or seeking dissolution, winding up, liquidation, reorganization,
arrangement, adjustment or composition of it or any of its property or its debts
under any law relating to bankruptcy, insolvency or reorganization or compromise
of debt or relief of debtors as now or hereafter in effect in any jurisdiction,
or any organization, arrangement or compromise of debt under the laws of its
jurisdiction of organization or fail to promptly file an answer or other
pleading denying the material allegations of any such proceeding filed against
it, (e) take any corporate or other organizational action to authorize or effect
any of the foregoing actions set forth in this Section 7.6 or (f) fail to
contest in good faith, or consent to or acquiesce in, any appointment or
proceeding described in Section 7.7.

          7.7 Involuntary Insolvency Proceedings.

          Without the application, approval or consent of the Borrower or any of
its Subsidiaries, a receiver, custodian, trustee, examiner, liquidator or
similar official shall be appointed (either privately or by a court) for the
Borrower or any of its Subsidiaries or any Substantial Portion of its Property,
or a proceeding described in Section 7.6(d) shall be instituted against the
Borrower or any of its Subsidiaries and such appointment continues undischarged
or such proceeding continues undismissed or unstayed for a period of 60
consecutive days.


                                      -52-
<PAGE>
          7.8 Condemnation.

          Any court, government or governmental agency shall condemn, seize or
otherwise appropriate, or take custody or control of (each a "Condemnation"),
all or any portion of the Property of the Borrower and its Subsidiaries which,
when taken together with all other Property of the Borrower and its Subsidiaries
so condemned, seized, appropriated, or taken custody or control of, during the
twelve-month period ending with the month in which any such Condemnation occurs,
constitutes a Substantial Portion of the consolidated Property of the Borrower
and its Subsidiaries.

          7.9 Judgments.

          The Borrower or any of its Subsidiaries shall fail within 30 days to
pay, bond or otherwise discharge any one or more judgments or orders for the
payment of money in excess of $30,000,000 in the aggregate (determined after
giving effect to claims which the Borrower has demonstrated to the reasonable
satisfaction of the Administrative Agent are covered by applicable third-party
insurance policies (other than retro-premium insurance or other policies with
similar self-insurance attributes) of the Borrower or any of its Subsidiaries
unless the insurers of such claims have disclaimed coverage or reserved the
right to disclaim coverage), which judgments are not stayed on appeal with
adequate reserves set aside on its books in accordance with GAAP of the Borrower
or any of its Subsidiaries.

          7.10 ERISA Matters.

          Any Reportable Event, in connection with any Plan shall occur, which
may reasonably be expected to subject the Borrower and its Subsidiaries to
liability, individually or in the aggregate, in excess of $30,000,000.

          7.11 Environmental Matters.

          The Borrower or any of its Subsidiaries shall be the subject of any
proceeding or investigation pertaining to the release by the Borrower or any of
its Subsidiaries or any other Person of any petroleum, toxic or hazardous waste
or substance into the environment, or any violation of any Environmental, Health
or Safety Requirements of Law which, in either case, could reasonably be
expected to have a Material Adverse Effect or subject the Borrower and its
Subsidiaries to liability, individually or in the aggregate, in excess of
$30,000,000 (in each case, determined after giving effect to claims which the
Borrower has demonstrated to the reasonable satisfaction of the Administrative
Agent are covered by applicable third-party insurance policies (other than
retro-premium insurance or other policies with similar self-insurance
attributes) of the Borrower or any of its Subsidiaries unless the insurers of
such claims have disclaimed coverage or reserved the right to disclaim
coverage).

          7.12 Change of Control.

          Any Change in Control shall occur.


                                      -53-
<PAGE>
          7.13 Loan Document Defaults.

          Any Loan Document shall fail to remain in full force or effect or any
party thereto shall so assert; or any action shall be taken to discontinue,
revoke or to assert the invalidity or unenforceability of any Loan Document.

          7.14 Off-Balance Sheet Liabilities.

          Other than at the request of an Affiliate of the Borrower party
thereto (as permitted thereunder), an event shall occur which (i) permits the
investors in respect of Off-Balance Sheet Liabilities of the Borrower or any of
its Subsidiaries in an amount, individually or in the aggregate, in excess of
$30,000,000, to require amortization or liquidation of such Off-Balance Sheet
Liabilities and (x) such event is not remedied within ten (10) days after the
occurrence thereof or (y) such investors shall require amortization or
liquidation of such Off-Balance Sheet Liabilities as a result of such event, or
(ii) results in the termination or reinvestment of collections or proceeds of
accounts or note receivables, as applicable, under the documents and other
agreements evidencing such Off-Balance Sheet Liabilities.

                                  ARTICLE VIII
                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

          8.1 Acceleration.

          If any Default described in Section 7.6 or 7.7 occurs, the obligations
of the Lenders to make Loans and the obligation of the Issuing Lenders to issue
Letters of Credit hereunder shall automatically terminate and the Obligations
shall immediately become due and payable without any election or action on the
part of the Administrative Agent or any Lender, and without presentment, demand,
protest or notice of any kind, all of which the Borrower hereby expressly
waives. If any other Default occurs and is continuing (which Default has not
been waived under the terms of Section 8.2) the Required Lenders may (a)
terminate or suspend the obligations of the Lenders to make Loans whereupon the
obligation of the Issuing Lenders to issue Letters of Credit hereunder shall
also terminate or be suspended, or (b) declare the Obligations to be due and
payable, whereupon the Obligations shall become immediately due and payable,
without presentment, demand, protest or notice of any kind, all of which the
Borrower hereby expressly waives, or (c) take the action described in both the
preceding clause (a) and the preceding clause (b).

          If, within 30 days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to make Loans
hereunder as a result of any Default (other than any Default as described in
Section 7.6 or 7.7) and before any judgment or decree for the payment of the
Obligations due shall have been obtained or entered, the Required Lenders (in
their sole discretion) shall so direct, the Administrative Agent shall, by
notice to the Borrower, rescind and annul such acceleration and/or termination.

          8.2 Amendments.

          Subject to the provisions of this Article VIII, the Required Lenders
(or the Administrative Agent with the consent in writing of the Required
Lenders) and the Borrower


                                      -54-
<PAGE>
may enter into agreements supplemental hereto for the purpose of adding or
modifying any provisions to the Loan Documents or changing in any manner the
rights of the Lenders or the Borrower hereunder or waiving any Default or
Unmatured Default hereunder; provided, however, that no such supplemental
agreement shall, without the consent of each Lender affected thereby:

          (a) extend the maturity of any Loan, Note or Reimbursement Obligation
or forgive all or any portion of the principal amount thereof, any interest
thereon or any fees or other amounts payable hereunder, or reduce the rate or
extend the time of payment of interest, fees or other amounts payable hereunder;

          (b) reduce the percentage specified in the definition of Required
Lenders;

          (c) except as provided in Section 2.11(d), increase the amount of the
Commitment of any Lender hereunder, or permit the Borrower to assign its rights
or obligations under this Agreement; or

          (d) amend this Section 8.2 or amend or waive any other provision of
this Agreement or any other Loan Document that specifies the number or
percentage of Lenders required to amend or waive any rights or make any
determination or grant any consent.

No amendment of any provision of this Agreement relating in any way to the
Administrative Agent or any or all of the Letters of Credit shall be effective
without the written consent of the Administrative Agent and each Issuing Lender.
No amendment of any provision of this Agreement which subjects any Designated
Lender to any additional obligation hereunder shall be effective with respect to
such Designated Lender without the written consent of such Designated Lender or
its Designating Lender. No amendment of any provision of this Agreement relating
to Swing Line Loans shall be effective without the written consent of the Swing
Line Lender. The Administrative Agent may waive payment of the fee required
under Section 12.3.2 without obtaining the consent of any other party to this
Agreement.

          8.3 Preservation of Rights.

          No delay or omission of the Lenders or any of them or the
Administrative Agent to exercise any right under the Loan Documents shall impair
such right or be construed to be a waiver of any Default or an acquiescence
therein, and the making of a Loan notwithstanding the existence of a Default or
the inability of the Borrower to satisfy the conditions precedent to such Loan
shall not constitute any waiver or acquiescence. Any single or partial exercise
of any such right shall not preclude any other or further exercise thereof or
the exercise of any other right, and no waiver, amendment or other variation of
the terms, conditions or provisions of the Loan Documents whatsoever shall be
valid unless in writing signed by (or with the consent of) the Lenders required
pursuant to Section 8.2, and then only to the extent specifically set forth in
such writing. All remedies contained in the Loan Documents or afforded by law
shall be cumulative and all shall be available to the Administrative Agent and
the Lenders until the Obligations have been paid in full.


                                      -55-
<PAGE>
                                   ARTICLE IX
                               GENERAL PROVISIONS

          9.1 Survival of Representations.

          All representations and warranties of the Borrower contained in this
Agreement shall survive delivery hereof (including any Notes) and the making of
the Loans herein contemplated.

          9.2 Governmental Regulation.

          Anything contained in this Agreement to the contrary notwithstanding,
no Lender shall be obligated to extend credit to the Borrower in violation of
any limitation or prohibition provided by any applicable statute or regulation.

          9.3 Taxes; Stamp Duties.

          Any taxes (excluding taxes (including net income taxes, franchise
taxes and branch profit taxes) as are imposed on or measured by such Lender's,
Swing Line Lender's or Issuing Lender's, as the case may be, net income by the
United States of America or any Governmental Authority of the jurisdiction under
the laws of which such Lender, Swing Line Lender or Issuing Lender, as the case
may be, is organized or maintains its Lending Installation) or other similar
assessments or charges made by any Governmental Authority or revenue authority
in respect of the Loan Documents shall be paid by the Borrower, together with
interest and penalties, if any, as provided in Section 3.1. The Borrower shall
pay and forthwith on demand indemnify each of the Administrative Agent, each
Issuing Lender, the Swing Line Lender and each Lender against any liability it
incurs in respect of any stamp, registration and similar tax which is or becomes
payable in connection with the entry into, performance or enforcement of any
Loan Document. To the extent reasonably possible, each Lender shall designate an
alternate Lending Installation with respect to its Loans or Letters of Credit to
reduce any liability of the Borrower to such Lender under this Section 9.3, so
long as such designation is not disadvantageous to such Lender in its reasonable
determination. If any Lender has demanded compensation under this Section 9.3,
the Borrower may elect to require the applicable Lender to assign its
outstanding Syndicated Loans, L/C Interests and Commitment hereunder to another
financial institution designated by the Borrower and reasonably acceptable to
the Administrative Agent. The obligation of a Lender to assign its rights and
obligations hereunder as contemplated by this Section 9.3 is subject to the
requirements that (x) all amounts owing to that Lender under the Loan Documents
are paid in full upon the completion of such assignment and (y) any assignment
is effected in accordance with the terms of Section 12.3 and on terms otherwise
satisfactory to that Lender (it being understood that the Borrower or the
replacement Lender shall pay the processing fee payable to the Administrative
Agent pursuant to Section 12.3.2 in connection with any such assignment).

          9.4 Headings.

          Section headings in the Loan Documents are for convenience of
reference only and shall not govern the interpretation of any of the provisions
of the Loan Documents.


                                      -56-
<PAGE>
          9.5 Entire Agreement.

          The Loan Documents embody the entire agreement and understanding among
the Borrower, the Administrative Agent and the Lenders and supersede all prior
agreements and understandings among the Borrower, the Administrative Agent and
the Lenders relating to the subject matter thereof.

          9.6 Several Obligations; Benefits of this Agreement.

          The respective obligations of the Lenders hereunder are several and
not joint and no Lender shall be the partner or agent of any other (except to
the extent to which the Administrative Agent is authorized to act as such). The
failure of any Lender to perform any of its obligations hereunder shall not
relieve any other Lender from any of its obligations hereunder. This Agreement
shall not be construed so as to confer any right or benefit upon any Person
other than the parties (and their directors, officers and employees with respect
to Section 9.7 to this Agreement) and their respective successors and assigns.

          9.7 Expenses; Indemnification.

          (a) The Borrower shall reimburse the Administrative Agent for any
reasonable costs, internal charges and out-of-pocket expenses (including
reasonable attorneys' fees and time charges of attorneys for the Administrative
Agent and the Arrangers; which attorneys may be employees of the Administrative
Agent and the Arrangers or of one outside counsel, but not both) paid or
incurred by the Administrative Agent or the Arrangers in connection with the
preparation, negotiation, execution, delivery, syndication, review, amendment,
modification, and administration of the Loan Documents. The Borrower also agrees
to reimburse the Administrative Agent, the Arrangers, the Issuing Lenders, the
Swing Line Lender and the Lenders for any reasonable costs, internal charges and
out-of-pocket expenses (including reasonable attorneys' fees and time charges of
not more than three firms of attorneys for the Administrative Agent, the
Arrangers and the Lenders, which attorneys may be employees of such persons)
paid or incurred by the Administrative Agent, the Arrangers or any Lender in
connection with the restructuring, workout, collection and/or enforcement of the
Loan Documents.

          (b) The Borrower further agrees to defend, protect, indemnify, and
hold harmless the Administrative Agent, the Swing Line Lender, and each and all
of the Issuing Lenders, the Lenders and the Arrangers and each of their
respective Affiliates, and each of such Person's respective officers, directors,
employees, partners, managers, shareholders, attorneys and agents (collectively,
the "Indemnitees") from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, claims, costs and
expenses of any kind or nature whatsoever (including, without limitation, the
reasonable fees and disbursements of attorneys and paralegals for such
Indemnitees in connection with any investigative, administrative or judicial
proceeding, whether or not such Indemnitees shall be designated a party
thereto), imposed on, incurred by or asserted against such Indemnitees in any
manner relating to or arising out of:


                                      -57-
<PAGE>
                    (i) this Agreement, the other Loan Documents or any act,
     event or transaction related or attendant thereto or to the making of the
     Loans, and the issuance or modification of and participation in Letters of
     Credit hereunder, the management of such Loans or Letters of Credit, the
     use or intended use of the proceeds of the Loans or Letters of Credit
     hereunder, or any of the other transactions contemplated by the Loan
     Documents; or

                    (ii) any liabilities, obligations, responsibilities, losses,
     damages, personal injury, death, punitive damages, economic damages,
     consequential damages, treble damages, intentional, willful or wanton
     injury, damage or threat to the environment, natural resources or public
     health or welfare, costs and expenses (including, without limitation,
     attorney, expert and consulting fees and costs of investigation,
     feasibility or remedial action studies), fines, penalties and monetary
     sanctions and interest, direct or indirect, known or unknown, absolute or
     contingent, past, present or future relating to violation of any
     Environmental, Health or Safety Requirements of Law arising from or in
     connection with the past, present or future operations of the Borrower, its
     Subsidiaries or any of their respective predecessors in interest, or, the
     past, present or future environmental, health or safety condition of any
     respective Property of the Borrower or its Subsidiaries, the presence of
     asbestos-containing materials at any respective property of the Borrower or
     its Subsidiaries or the release or threatened release of any petroleum,
     toxic or hazardous waste or substance into the environment (collectively,
     the "Indemnified Matters");

provided, however, the Borrower shall have no obligation to an Indemnitee
hereunder with respect to Indemnified Matters caused solely by or resulting
solely from the willful misconduct or Gross Negligence of such Indemnitee as
determined by the final non-appealable judgment of a court of competent
jurisdiction. If the undertaking to indemnify, pay and hold harmless set forth
in the preceding sentence may be unenforceable because it is violative of any
law or public policy, the Borrower shall contribute the maximum portion which it
is permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all Indemnified Matters incurred by the Indemnitees.

          (c) The Borrower further agrees to assert no claim against any of the
Indemnitees on any theory of liability for consequential, special, indirect,
exemplary or punitive damages. No settlement shall be entered into by the
Borrower or any of its Subsidiaries with respect to any claim, litigation,
arbitration or other proceeding relating to or arising out of the transaction
evidenced by this Agreement or the other Loan Documents (whether or not the
Administrative Agent or any Lender or any other Indemnitee is a party thereto)
unless such settlement releases all Indemnitees from any and all liability with
respect thereto. After submission of a written request to an Indemnitee from the
Borrower detailing the nature of any claim, litigation, arbitration or other
proceeding which relates to or arises out of the transaction evidenced by this
Agreement or the other Loan Documents, such Indemnitee shall inform the Borrower
as to whether it will require compliance with the provisions of this clause (c)
or whether it will waive such compliance, any waiver of which shall be
applicable only for such Indemnitee.

          (d) The obligations of the Borrower under this Section shall survive
the termination of this Agreement.


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<PAGE>
          9.8 Numbers of Documents.

          Subject to Section 13.1 hereof, all statements, notices, closing
documents, and requests hereunder shall be furnished to the Administrative Agent
with sufficient counterparts so that the Administrative Agent, if it deems
appropriate, may furnish one to each of the Lenders.

          9.9 Accounting.

          Except as provided to the contrary herein, all accounting terms used
herein shall be interpreted and all accounting determinations hereunder shall be
made in accordance with GAAP. If any changes in GAAP are hereafter required or
permitted and are adopted by the Borrower or any of its Subsidiaries with the
agreement of its independent certified public accountants and such changes
result in a change in the method of calculation of any of the financial
covenants, restrictions or standards herein or in the related definitions or
terms used therein ("Accounting Changes"), the parties hereto agree, at the
Borrower's request, to enter into negotiations, in good faith, in order to amend
such provisions in a credit neutral manner so as to reflect equitably such
Accounting Changes with the desired result that the criteria for evaluating the
Borrower's and its Subsidiaries' financial condition shall be the same after
such Accounting Changes as if such Accounting Changes had not been made;
provided, however, until such provisions are amended in a manner reasonably
satisfactory to the Administrative Agent and the Required Lenders, no Accounting
Change shall be given effect in such calculations and all financial statements
and reports required to be delivered hereunder shall be prepared in accordance
with GAAP without taking into account such Accounting Changes. In the event such
amendment is entered into, all references in this Agreement to GAAP shall mean
generally accepted accounting principles in effect as of the date of such
amendment.

          9.10 Severability of Provisions.

          Any provision in any Loan Document that is held to be inoperative,
unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be
inoperative, unenforceable, or invalid without affecting the remaining
provisions in that jurisdiction or the operation, enforceability, or validity of
that provision in any other jurisdiction, and to this end the provisions of all
Loan Documents are declared to be severable.

          9.11 Nonliability of Lenders.

          The relationship between the Borrower, on the one hand, and the
Lenders and the Administrative Agent, on the other hand, shall be solely that of
borrower and lender. Neither the Administrative Agent nor any Lender shall have
any fiduciary responsibilities to the Borrower or any of its Subsidiaries.
Neither the Administrative Agent nor any Lender undertakes any responsibility to
the Borrower or any of its Subsidiaries to review or inform the Borrower or any
of its Subsidiaries of any matter in connection with any phase of the business
or operations of the Borrower or any of its Subsidiaries.

          9.12 GOVERNING LAW.

          THE ADMINISTRATIVE AGENT ACCEPTS THIS AGREEMENT, ON BEHALF OF ITSELF,
THE ISSUING LENDERS, THE SWING LINE LENDER AND THE


                                      -59-
<PAGE>
LENDERS, AT NEW YORK, NEW YORK BY ACKNOWLEDGING AND AGREEING TO IT THERE. ANY
DISPUTE BETWEEN THE BORROWER AND ANY OF THE ADMINISTRATIVE AGENT, ANY ISSUING
LENDER, THE SWING LINE LENDER OR ANY LENDER, OR ANY OTHER HOLDER OF THE
OBLIGATIONS ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR
OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT
REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK, BUT GIVING
EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

          9.13 CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

          (a) JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT
SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM, BUT THE BORROWER ACKNOWLEDGES
THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED
OUTSIDE OF NEW YORK, NEW YORK. EXCEPT AS SET FORTH IN CLAUSE (B) BELOW, ANY
JUDICIAL PROCEEDING BY THE ADMINISTRATIVE AGENT, THE SWING LINE LENDER, ANY
ISSUING LENDER OR ANY LENDER ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT
OR ANY OF THE OTHER LOAN DOCUMENTS IF BROUGHT OTHER THAN IN ANY UNITED STATES
FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, SHALL BE BROUGHT
ONLY IN A COURT IN BOSTON, MASSACHUSETTS. ANY JUDICIAL PROCEEDING BY THE
BORROWER AGAINST THE ADMINISTRATIVE AGENT, THE SWING LINE LENDER, ANY ISSUING
LENDER OR ANY LENDER OR ANY AFFILIATE OF ANY SUCH PERSON INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN
NEW YORK, NEW YORK OR BOSTON, MASSACHUSETTS, TO THE EXTENT THAT JURISDICTION CAN
BE OBTAINED AGAINST SUCH PERSONS IN ANY SUCH JURISDICTION, BUT THE PARTIES
HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A
COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK OR BOSTON, MASSACHUSETTS. EACH OF
THE PARTIES HERETO WAIVES IN ALL DISPUTES BROUGHT IN THE JURISDICTIONS
IDENTIFIED IN THIS CLAUSE (A) ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF
THE COURT CONSIDERING THE DISPUTE PROVIDED, WITH RESPECT TO THE ADMINISTRATIVE
AGENT OR ANY LENDER, PERSONAL


                                      -60-
<PAGE>
JURISDICTION WITH RESPECT TO SUCH PARTY MAY BE OBTAINED IN SUCH JURISDICTION.

          (b) OTHER JURISDICTIONS. NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY
PERSON TO BRING ANY ACTION HEREUNDER IN A COURT IN ANY LOCATION TO ENABLE SUCH
PERSON TO OBTAIN PERSONAL JURISDICTION OVER ANY OTHER PERSON WITH RESPECT
HERETO. THE BORROWER AGREES THAT THE ADMINISTRATIVE AGENT, ANY ISSUING LENDER,
ANY SWING LINE LENDER, ANY LENDER OR ANY OTHER HOLDER OF THE OBLIGATIONS SHALL
HAVE THE RIGHT TO PROCEED AGAINST THE BORROWER OR ITS PROPERTY IN A COURT IN ANY
LOCATION TO ENABLE SUCH PERSON TO ENFORCE A JUDGMENT OR OTHER COURT ORDER
ENTERED IN FAVOR OF SUCH PERSON. THE BORROWER AGREES THAT IT WILL NOT ASSERT ANY
PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT UNDER THIS CLAUSE (B) BY SUCH
PERSON TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON, ALL
OF WHICH PERMISSIVE COUNTERCLAIMS SHALL BE BROUGHT BY THE BORROWER IN THE
JURISDICTIONS IDENTIFIED IN CLAUSE (A) ABOVE. THE BORROWER WAIVES ANY OBJECTION
THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH SUCH PERSON HAS COMMENCED
A PROCEEDING DESCRIBED IN THIS CLAUSE (B).

          (c) SERVICE OF PROCESS; INCONVENIENT FORUM. THE BORROWER WAIVES
PERSONAL SERVICE OF ANY PROCESS UPON IT AND AGREES THAT ANY SUCH PROCESS MAY BE
SERVED BY REGISTERED MAIL TO THE BORROWER AT ITS ADDRESS FOR NOTICES PURSUANT TO
SECTION 13.1. THE BORROWER IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING, WITHOUT
LIMITATION, ANY OBJECTION OF 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 WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
IN ANY JURISDICTION SET FORTH ABOVE.

          (d) WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO HAVE
A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT
OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY
AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


                                      -61-
<PAGE>
          (e) ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENTS TO EACH OTHER
PARTY HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE
PROVISIONS OF THIS SECTION 9.13 WITH ITS COUNSEL.

          9.14 Confidentiality.

          Each Lender agrees to hold any confidential information which it may
receive from the Borrower pursuant to this Agreement in confidence, except for
disclosure (i) to other Lenders and its and their respective Affiliates,
Transferees and prospective Transferees (each of whom by its acceptance thereof,
agrees to be bound by the terms of this Section 9.14), (ii) in confidence to
legal counsel, accountants and other professional advisors to that Lender or to
Transferees or prospective Transferees pursuant to Section 12.5, (iii) to
regulatory officials, (iv) to any Person as requested (which request such Lender
reasonably believes could give rise to mandatory disclosure) or pursuant to or
as required by law, regulation or legal process, (v) to any Person in connection
with any legal proceeding to which that Lender is a party with respect to any
claim, litigation, arbitration or other proceeding relating to or arising out of
the transaction evidenced by this Agreement or the other Loan Documents, (vi) to
any Person in connection with any other legal proceeding to which that Lender is
a party, provided, that such Lender uses reasonable efforts to give the Borrower
notice of any disclosure thereunder to the extent that such Lender may lawfully
do so and provided, further, that any failure in such regard shall not result in
any liability on the part of such Lender, and (vii) permitted by Section 12.5.

                                   ARTICLE X
                            THE ADMINISTRATIVE AGENT

          10.1 Appointment; Nature of Relationship.

          Bank of America is appointed by the Issuing Lenders, Swing Line Lender
and Lenders as the Administrative Agent hereunder and under each other Loan
Document, and each of the Issuing Lenders, the Swing Line Lender and the Lenders
irrevocably authorizes the Administrative Agent to act as the contractual
representative of such Person with the rights and duties expressly set forth
herein and in the other Loan Documents. The Administrative Agent agrees to act
as such contractual representative upon the express conditions contained in this
Article X. Notwithstanding the use of the defined term "Administrative Agent" or
"agent" in reference to Bank of America, it is expressly understood and agreed
that the Administrative Agent shall not have any fiduciary responsibilities to
any Issuing Lender, Swing Line Lender or Lender by reason of this Agreement and
that the Administrative Agent is merely acting as the representative of the
Issuing Lenders, Swing Line Lender and Lenders with only those duties as are
expressly set forth in this Agreement and the other Loan Documents. In its
capacity as such contractual representative, the Administrative Agent (i) does
not assume any fiduciary duties to any of the Issuing Lenders, Swing Line Lender
or Lenders, (ii) is a "representative" of the Issuing Lenders, Swing Line Lender
and Lenders within the meaning of Section 9-102 of the Uniform Commercial Code
and (iii) is acting as an independent contractor, the rights and duties of which
are limited to those expressly set forth in this Agreement and the other Loan
Documents. Each of the Issuing Lenders, Swing Line Lender and Lenders agrees to
assert no claim against the Administrative Agent on any agency theory or any
other theory of liability for


                                      -62-
<PAGE>
breach of fiduciary duty, all of which claims each Issuing Lender, Swing Line
Lender and Lender waives.

          10.2 Powers.

          The Administrative Agent shall have and may exercise such powers under
the Loan Documents as are specifically delegated to the Administrative Agent by
the terms of each thereof, together with such powers as are reasonably
incidental thereto. The Administrative Agent shall have no implied duties or
fiduciary duties to the Issuing Lenders, Swing Line Lender or Lenders, or any
obligation to the Issuing Lenders, Swing Line Lender or Lenders to take any
action hereunder or under any of the other Loan Documents except any action
specifically provided by the Loan Documents required to be taken by the
Administrative Agent.

          10.3 General Immunity.

          Neither the Administrative Agent nor any of its Affiliates nor any of
their respective Affiliates, directors, officers, agents or employees shall be
liable to the Borrower or any Issuing Lender, Swing Line Lender or Lender for
any action taken or omitted to be taken by it or them hereunder or under any
other Loan Document or in connection herewith or therewith except to the extent
such action or inaction is found in a final judgment by a court of competent
jurisdiction to have arisen solely from the Gross Negligence or willful
misconduct of such Person.

          10.4 No Responsibility for Loans, Creditworthiness, Collateral,
Recitals, Etc.

          Neither the Administrative Agent nor any of its directors, officers,
agents or employees shall be responsible for or have any duty to ascertain,
inquire into or verify (i) any statement, warranty or representation made in
connection with any Loan Document or any extension of credit hereunder; (ii) the
performance or observance of any of the covenants or agreements of the Borrower,
any Subsidiary or any other obligor under any Loan Document; (iii) the
satisfaction of any condition specified in Article IV, except receipt of items
required to be delivered solely to the Administrative Agent; (iv) the existence
or possible existence of any Default or Unmatured Default; or (v) the validity,
effectiveness or genuineness of any Loan Document or any other instrument or
writing furnished in connection therewith. The Administrative Agent shall not be
responsible to any Issuing Lender, Swing Line Lender or Lender for any recitals,
statements, representations or warranties herein or in any of the other Loan
Documents or for the execution, effectiveness, genuineness, validity, legality,
enforceability, collectibility or sufficiency of this Agreement or any of the
other Loan Documents or the transactions contemplated thereby, or for the
financial condition of the Borrower or any of its Subsidiaries. The
Administrative Agent will use its reasonable efforts to distribute to each of
the Lenders, in a timely fashion, a copy of all written reports, certificates
and information required to be supplied by the Borrower or any of its
Subsidiaries to the Administrative Agent pursuant to the terms of this Agreement
or any of the other Loan Documents; provided that any failure in such regard
shall not result in any liability on the part of the Administrative Agent and
provided, further that the Administrative Agent shall have no duty to disclose
to the Lenders information that is not required to be furnished by the Borrower
to the


                                      -63-
<PAGE>
Administrative Agent at such time, but is voluntarily furnished by the Borrower
to the Administrative Agent (either in its capacity as Administrative Agent or
in its individual capacity) or any of its Affiliates.

          10.5 Action on Instructions of Lenders.

          The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder and under any other Loan
Document in accordance with written instructions signed by the Required Lenders
or all of the Lenders (as applicable under Section 8.2) or under any other
provision of this Agreement or any other Loan Document, and such instructions
and any action taken or failure to act pursuant thereto shall be binding on all
of the Issuing Lenders, Swing Line Lender, Lenders and any other holders of the
Obligations. The Administrative Agent shall be fully justified in failing or
refusing to take any action hereunder and under any other Loan Document unless
it shall first be indemnified to its satisfaction (which shall not include any
requirement that it be indemnified for its willful misconduct or Gross
Negligence) by the Lenders pro rata against any and all liability, cost and
expense that it may incur by reason of taking or continuing to take any such
action.

          10.6 Employment of Agents and Counsel.

          The Administrative Agent may execute any of its duties as the
Administrative Agent hereunder and under any other Loan Document by or through
employees, agents and attorneys-in-fact and shall not be answerable to the
Issuing Lenders, Swing Line Lender or Lenders, except as to money or securities
received by it or its authorized agents, for the default or misconduct of any
such agents or attorneys-in-fact selected by it with reasonable care. The
Administrative Agent shall be entitled to advice of counsel concerning the
contractual arrangement between the Administrative Agent and the Issuing
Lenders, Swing Line Lender and Lenders and all matters pertaining to the
Administrative Agent's duties hereunder and under any other Loan Document.

          10.7 Reliance on Documents; Counsel.

          The Administrative Agent shall be entitled to rely upon any Loan
Document, notice, consent, certificate, affidavit, letter, telegram, statement,
paper or document (including any electronic transmission) believed by it to be
genuine and correct and to have been signed or sent or given by the proper
person or persons, and, in respect of legal matters, upon the opinion of counsel
selected by the Administrative Agent, which counsel may be employees of the
Administrative Agent and which counsel may have acted as counsel for the
Administrative Agent in connection with the negotiation and execution of this
Agreement and the other Loan Documents.

          10.8 The Administrative Agent's Reimbursement and Indemnification.

          The Lenders agree to reimburse and indemnify the Administrative Agent
ratably in proportion to their respective Pro Rata Shares (i) for any amounts
not reimbursed by the Borrower for which the Administrative Agent is entitled to
reimbursement by the Borrower under the Loan Documents, (ii) for any other
expenses incurred by the Administrative Agent on behalf of the Issuing Lenders,
Swing Line Lender or Lenders, in connection with the preparation, execution,
delivery, administration and enforcement of the Loan Documents (including with


                                      -64-
<PAGE>
respect to any disagreement between or among any of the Administrative Agent,
Issuing Lenders, Swing Line Lender or Lenders) and (iii) for any liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever which may be imposed
on, incurred by or asserted against the Administrative Agent in any way relating
to or arising out of the Loan Documents or any other document delivered in
connection therewith or the transactions contemplated thereby, or the
enforcement of any of the terms thereof or of any such other documents, provided
that no Lender shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final non-appealable judgment by a court of competent
jurisdiction to have arisen solely from the Gross Negligence or willful
misconduct of the Administrative Agent.

          10.9 Rights as a Lender.

          With respect to its Commitment, Loans made by it, Letters of Credit
issued by it and Notes (if any) issued to it, Bank of America (or any other
Person succeeding it as the Administrative Agent) shall have the same rights and
powers hereunder and under any other Loan Document as any Lender, Issuing Lender
or Swing Line Lender, as applicable, and may exercise the same as though it were
not the Administrative Agent, and the terms "Lender," "Lenders," "Issuing
Lender," "Issuing Lenders," "Swing Line Lender," and "Swing Line Lenders" shall,
unless the context otherwise indicates, include Bank of America (or any other
Person succeeding it as the Administrative Agent) in its individual capacity.
Bank of America (or any other Person succeeding it as the Administrative Agent)
and its Affiliates may accept deposits from, lend money to, and generally engage
in any kind of trust, debt, equity or other transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with the Borrower or
any of its Subsidiaries in which such Person is not prohibited hereby from
engaging with any other Person.

          10.10 Lender Credit Decision.

          Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Issuing Lender, Swing Line
Lender or Lender and based on the financial statements prepared by the Borrower
and its Subsidiaries and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement and the other Loan Documents. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any
other Issuing Lender, Swing Line Lender or Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Agreement and the
other Loan Documents.

          10.11 Successor Administrative Agent.

          The Administrative Agent may resign at any time by giving written
notice thereof to the Lenders and the Borrower, and the Administrative Agent may
be removed at any time with or without cause by written notice received by the
Administrative Agent from the Required Lenders. Upon any such resignation or
removal, the Required Lenders shall have the right to appoint, without the
consent of the Borrower and on behalf of the Swing Line Lender, Issuing Lenders
and Lenders, a successor Administrative Agent. If no successor Administrative
Agent


                                      -65-
<PAGE>
shall have been so appointed by the Required Lenders and shall have accepted
such appointment within thirty days after the retiring Administrative Agent's
giving notice of resignation, then the retiring Administrative Agent may
appoint, without the consent of the Borrower and on behalf of the Issuing
Lenders, Swing Line Lender and Lenders, a successor Administrative Agent, which
successor Administrative Agent shall be a Lender unless no Lender shall so agree
in which event such successor Administrative Agent may be a Person of the
Administrative Agent's choosing. Notwithstanding anything herein to the
contrary, so long as no Default has occurred and is continuing, each such
successor Administrative Agent shall be subject to approval by the Borrower,
which approval shall not be unreasonably withheld. Such successor Administrative
Agent shall be a commercial bank having capital and retained earnings of at
least $100,000,000. Upon the acceptance of any appointment as the Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Article X shall continue in effect for its benefit in respect
of any actions taken or omitted to be taken by it while it was acting as the
Administrative Agent hereunder and under the other Loan Documents.

          10.12 No Duties Imposed on Syndication Agents, Documentation Agents or
Arrangers.

          None of the Persons identified on the cover page to this Agreement,
the signature pages to this Agreement or otherwise in this Agreement as a
"Syndication Agent," "Documentation Agent" or "Arranger" shall have any right,
power, obligation, liability, responsibility or duty under this Agreement other
than, if such Person is a Lender, Issuing Lender or Swing Line Lender, those
applicable to all Lenders, Issuing Lenders or Swing Line Lenders as such.
Without limiting the foregoing, none of the Persons identified on the cover page
to this Agreement, the signature pages to this Agreement or otherwise in this
Agreement as a "Syndication Agent," "Documentation Agent" or "Arranger" shall
have or be deemed to have any fiduciary duty to or fiduciary relationship with
any Lender. In addition to the agreement set forth in Section 10.12, each of the
Lenders acknowledges that it has not relied, and will not rely, on any of the
Persons so identified in deciding to enter into this Agreement or in taking or
not taking action hereunder.

          10.13 Administrative Agent's Fee.

          The Borrower agrees to pay to the Administrative Agent, for its own
account, the fees agreed to by the Borrower and the Administrative Agent by
separate letter agreement, or as otherwise agreed from time to time.


                                      -66-
<PAGE>
                                   ARTICLE XI
                            SETOFF; RATABLE PAYMENTS

          11.1 Setoff.

          In addition to, and without limitation of, any rights of the Lenders
under applicable law, if the Borrower becomes insolvent, however evidenced, or
any Default or Unmatured Default occurs and is continuing, any and all deposits
(including all account balances, whether provisional or final and whether or not
collected or available) and any other Indebtedness at any time held or owing by
any Lender to or for the credit or account of the Borrower may be offset and
applied toward the payment of the Obligations owing to such Lender, whether or
not the Obligations, or any part hereof, shall then be due.

          11.2 Ratable Payments.

          If any Lender, whether by setoff or otherwise, has payment made to it
upon its Syndicated Loans (other than payments received pursuant to Section 3.1,
3.2 or 3.4) in a greater proportion than that received by any other Lender, such
Lender agrees, promptly upon demand, to purchase a portion of the Syndicated
Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Syndicated Loans. If any Lender, whether in
connection with setoff or amounts which might be subject to setoff or otherwise,
receives collateral or other protection for its Obligations or such amounts
which may be subject to setoff, such Lender agrees, promptly upon demand, to
take such action necessary such that all Lenders share in the benefits of such
collateral ratably in proportion to their Syndicated Loans. In case any such
payment is disturbed by legal process, or otherwise, appropriate further
adjustments shall be made.

          11.3 Application of Payments.

          The Administrative Agent shall, unless otherwise specified at the
direction of the Required Lenders which direction shall be consistent with the
last sentence of this Section 11.3, apply all payments and prepayments in
respect of any Obligations in the following order:

          (a) first, to pay interest on and then principal of any portion of the
Loans which the Administrative Agent may have advanced on behalf of any Lender
for which the Administrative Agent has not then been reimbursed by such Lender
or the Borrower;

          (b) second, to pay Obligations in respect of any fees, expense
reimbursements or indemnities then due to the Administrative Agent in its
capacity as such;

          (c) third, to pay interest on and then principal outstanding on the
Swing Line Loans, applied ratably to all outstanding Swing Line Loans;

          (d) fourth, to the ratable payment of Obligations in respect of any
fees, expenses, reimbursements or indemnities then due to the Lenders, Swing
Line Lender and Issuing Lenders;


                                      -67-
<PAGE>
          (e) fifth, to pay interest due in respect of Loans (other than Swing
Line Loans) and L/C Obligations;

          (f) sixth, to the ratable payment or prepayment of principal
outstanding on Loans (other than Swing Line Loans) and Reimbursement Obligations
in such order as the Administrative Agent may determine in its sole discretion;

          (g) seventh, to provide required cash collateral, if any, pursuant to
Section 2.20.10; and

          (h) eighth, to the ratable payment of all other Obligations.

Unless otherwise designated (which designation shall only be applicable if no
Default has occurred and is continuing) by the Borrower or unless otherwise
mandated by the terms of this Agreement, all principal payments in respect of
Loans shall be applied first, to repay outstanding Money Market Rate Loans,
second to repay other outstanding Floating Rate Loans, and then to repay
outstanding Eurodollar Loans with those Eurodollar Loans which have earlier
expiring Interest Periods being repaid prior to those which have later expiring
Interest Periods. The order of priority set forth in this Section 11.3 and the
related provisions of this Agreement are set forth solely to determine the
rights and priorities of the Administrative Agent, the Lenders, the Swing Line
Lender and the Issuing Lenders as among themselves. The order of priority set
forth in clauses (d) through (h) of this Section 11.3 may at any time and from
time to time be changed by the Required Lenders without necessity of notice to
or consent of or approval by Borrower or any other Person. The order of priority
set forth in clauses (a) and (b) of this Section 11.3 may be changed only with
the prior written consent of the Administrative Agent and the order of priority
set forth in clause (c) may be changed only with the prior written consent of
the Swing Line Lender.

                                   ARTICLE XII
                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

          12.1 Successors and Assigns.

          The terms and provisions of the Loan Documents shall be binding upon
and inure to the benefit of the Borrower, the Administrative Agent and the
Lenders and their respective successors and assigns, except that (a) the
Borrower shall not have the right to assign its rights or obligations under the
Loan Documents without the consent of all of the Lenders and (b) any assignment
by any Lender must be made in compliance with Section 12.3. Notwithstanding
clause (b) of the preceding sentence, any Lender may at any time, without the
consent of the Borrower or the Administrative Agent, assign all or any portion
of its rights under this Agreement and its Notes to a Federal Reserve Bank;
provided, however, that no such assignment shall release the transferor Lender
from its obligations hereunder. The Administrative Agent may treat the Person
which made any Loan or which holds any Note as the owner thereof for all
purposes hereof unless and until such Person complies with Section 12.3 in the
case of an assignment thereof or, in the case of any other transfer, a written
notice of the transfer is filed with the Administrative Agent. Any assignee or
transferee of the rights to any Loan or any Note agrees by acceptance of such
transfer or assignment to be bound by all the terms and provisions


                                      -68-
<PAGE>
of the Loan Documents. Any request, authority or consent of any Person, who at
the time of making such request or giving such authority or consent is the owner
of the rights to any Loan (whether or not a Note has been issued in evidence
thereof), shall be conclusive and binding on any subsequent holder, transferee
or assignee of the rights to such Loan.

          12.2 Participations.

          12.2.1 Permitted Participants; Effect. Any Lender may, in the ordinary
course of its business and in accordance with applicable law, at any time sell
to one or more banks or other Eligible Participants (a "Participant")
participating interests in any Loan owing to such Lender, any Note held by such
Lender, any L/C Interest held by such Lender, the Commitment of such Lender or
any other interest of such Lender under the Loan Documents. In the event of any
such sale by a Lender of participating interests to a Participant, such Lender's
obligations under the Loan Documents shall remain unchanged, such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, such Lender shall remain the owner of its Loans and the holder
of any Note issued to it for all purposes under the Loan Documents, all amounts
payable by the Borrower under this Agreement shall be determined as if such
Lender had not sold such participating interests, and the Borrower and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under the Loan
Documents. The participation agreement effecting the sale of any participating
interest shall contain a representation by the Participant to the effect that
none of the consideration used to make the purchase of the participating
interest in the Commitment, Loans and L/C Interests under such participation
agreement are "plan assets" as defined under ERISA and that the rights and
interests of the Participant in and under the Loan Documents will not be "plan
assets" under ERISA.

          12.2.2 Voting Rights. Each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment, modification or
waiver of any provision of the Loan Documents other than any amendment,
modification or waiver with respect to any Loan, L/C Interest or Commitment in
which such Participant has an interest which would require the consent of such
Participant under Section 8.2(a) if such Participant were a Lender.

          12.2.3 Benefit of Setoff and Other Provisions. The Borrower agrees
that to the extent permitted by law each Participant shall be deemed to have the
right of setoff provided in Section 11.1 in respect of its participating
interest in amounts owing under the Loan Documents to the same extent as if the
amount of its participating interest were owing directly to it as a Lender under
the Loan Documents, provided that each Lender shall retain the right of setoff
provided in Section 11.1 with respect to the amount of participating interests
sold to each Participant. The Lenders agree to share with each Participant, and
each Participant, by exercising the right of setoff provided in Section 11.1,
agrees to share with each Lender, any amount received pursuant to the exercise
of its right of setoff, such amounts to be shared in accordance with Section
11.2 as if each Participant were a Lender. The Borrower agrees that each
Participant shall be entitled to the benefits of Sections 3.1, 3.2 and 3.4 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to Section 12.3; provided, however, that in no event shall
the Borrower be obligated to make any payment with respect to such Sections
which is greater than the amount that the Borrower would have paid to the Lender
had no such participating interest been sold.


                                      -69-
<PAGE>
          12.3 Assignments.

          12.3.1 Permitted Assignments. Any Lender may, in the ordinary course
of its business and in accordance with applicable law, at any time assign to one
or more commercial banks ("Purchasers") all or any part of its Commitment and
outstanding Loans and L/C Interests, together with its rights and obligations
under the Loan Documents with respect thereto; provided, however, that the
amount of the Commitment of the assigning Lender being assigned pursuant to each
such assignment (determined as of the date of such assignment) may be in the
amount of such Lender's entire Commitment but otherwise shall not be less than
$10,000,000 or an integral multiple of $1,000,000 in excess of that amount. Such
assignment shall be substantially in the form of Exhibit D hereto or in such
other form as may be agreed to by the parties thereto. The consent of the
Borrower, the Administrative Agent, the Swing Line Lender and the Issuing
Lenders shall be required prior to an assignment becoming effective (none of
which consents may be unreasonably withheld or delayed); provided, however, that
if a Default has occurred and is continuing, the consent of the Borrower shall
not be required.

          12.3.2 Effect; Effective Date. Upon (a) delivery to the Administrative
Agent of a notice of assignment, substantially in the form attached to Exhibit D
hereto (a "Notice of Assignment"), together with any consents required by
Section 12.3.1, and (b) payment of a $3,500 fee to the Administrative Agent for
processing such assignment, such assignment shall become effective on the
effective date specified in such Notice of Assignment. The Notice of Assignment
shall contain a representation by the Purchaser to the effect that none of the
consideration used to make the purchase of the Commitment and Loans under the
applicable assignment agreement are "plan assets" as defined under ERISA and
that the rights and interests of the Purchaser in and under the Loan Documents
will not be "plan assets" under ERISA. On and after the effective date of such
assignment, such Purchaser shall for all purposes be a Lender party to this
Agreement and any other Loan Document executed by the Lenders and shall have all
the rights and obligations of a Lender under the Loan Documents, to the same
extent as if it were an original party hereto and thereto, and no further
consent or action by the Borrower, the Lenders or the Administrative Agent shall
be required to release the transferor Lender with respect to the percentage of
the Aggregate Commitment and Loans assigned to such Purchaser. Upon the
consummation of any assignment to a Purchaser pursuant to this Section 12.3.2,
the transferor Lender, the Administrative Agent, and the Borrower shall make
appropriate arrangements so that, if the transferor Lender desires that its
Loans be evidenced by Notes, replacement Notes are issued to such transferor
Lender and, if the Purchaser desires that its Loans be evidenced by Notes, new
Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in
each case in principal amounts reflecting its Commitment, as adjusted pursuant
to such assignment.

          12.4 Designated Lenders.

          (a) Subject to the terms and conditions set forth in this Section
12.4(a), any Lender may from time to time elect to designate an Eligible
Designee to provide all or any part of the Loans to be made by such Lender
pursuant to this Agreement; provided the designation of an Eligible Designee by
any Lender for purposes of this Section 12.4(a) shall be subject to the approval
of the Borrower (so long as no Default has occurred and its continuing) and the


                                      -70-
<PAGE>
Administrative Agent (which consents shall not be unreasonably withheld or
delayed). Upon the execution by the parties to each such designation of an
agreement in the form of Exhibit I hereto (a "Designation Agreement") and the
acceptance thereof by the Borrower (if required) and the Administrative Agent,
the Eligible Designee shall become a Designated Lender for purposes of this
Agreement. The Designating Lender shall thereafter have the right to permit the
Designated Lender to provide all or a portion of the Loans to be made by the
Designating Lender pursuant to the terms of this Agreement and the making of
such Loans or portion thereof shall satisfy the obligation of the Designating
Lender to the same extent, and as if, such Loan was made by the Designating
Lender. As to any Loan made by it, each Designated Lender shall have all the
rights a Lender making such Loan would have under this Agreement and otherwise;
provided, (x) that all voting rights under this Agreement shall be exercised
solely by the Designating Lender and (y) each Designating Lender shall remain
solely responsible to the other parties hereto for its obligations under this
Agreement, including the obligations of a Lender in respect of Loans made by its
Designated Lender. If the Designating Lender's Loans are evidenced by Notes, no
additional Notes shall be required with respect to Loans provided by a
Designated Lender; provided, however, to the extent any Designated Lender shall
advance funds, the Designating Lender shall be deemed to hold any Notes in its
possession as an agent for such Designated Lender to the extent of the Loan
funded by such Designated Lender. Such Designating Lender shall act as
administrative agent for its Designated Lender and give and receive notices and
communications hereunder. Any payments for the account of any Designated Lender
shall be paid to its Designating Lender as administrative agent for such
Designated Lender and neither the Borrower nor the Administrative Agent shall be
responsible for any Designating Lender's application of any such payments. In
addition, any Designated Lender may (i) with notice to, but without the consent
of the Borrower and the Administrative Agent, assign all or portions of its
interests in any Loans to its Designating Lender or to any financial institution
consented to by the Borrower (so long as no Default has occurred and is
continuing) and the Administrative Agent providing liquidity and/or credit
facilities to or for the account of such Designated Lender and (ii) subject to
advising any such Person that such information is to be treated as confidential
in accordance with such Person's customary practices for dealing with
confidential, non-public information, disclose on a confidential basis any
non-public information relating to its Loans to any rating agency, commercial
paper dealer or provider of any guarantee, surety or credit or liquidity
enhancement to such Designated Lender.

          (b) Each party to this Agreement hereby agrees that it shall not
institute against, or join any other person in instituting against any
Designated Lender any bankruptcy, reorganization, arrangements, insolvency or
liquidation proceeding or other proceedings under any federal or state
bankruptcy or similar law for one year and a day after the payment in full of
all outstanding senior indebtedness of any Designated Lender; provided that the
Designating Lender for each Designated Lender hereby agrees to indemnify, save
and hold harmless each other party hereto for any loss, cost, damage and expense
arising out of their inability to institute any such proceeding against such
Designated Lender. This Section 12.4(b) shall survive the termination of this
Agreement.

          12.5 Dissemination of Information.

          The Borrower authorizes each Lender to disclose to any Participant or
Purchaser or any other Person acquiring an interest in the Loan Documents by
operation of law (each a


                                      -71-
<PAGE>
"Transferee") and any prospective Transferee any and all information in such
Lender's possession concerning the creditworthiness of the Borrower and its
Subsidiaries; provided that each Transferee and prospective Transferee agrees to
be bound by Section 9.14 of this Agreement.

          12.6 Tax Treatment.

          If any interest in any Loan Document is transferred to any Transferee
which is organized under the laws of any jurisdiction other than the United
States or any State thereof, the transferor Lender shall cause such Transferee,
concurrently with the effectiveness of such transfer, to comply with the
provisions of Section 2.18.

                                  ARTICLE XIII
                                     NOTICES

          13.1 Giving Notice.

          (a) Except as otherwise permitted by Section 2.14(b) with respect to
telephonic notices or as elsewhere provided herein, all notices and other
communications provided to any party hereto under this Agreement or any other
Loan Document shall be in writing or by telex or by facsimile and addressed or
delivered to such party at its address set forth below its signature hereto or
at such other address as may be designated by such party in a notice to the
other parties. Any notice, if mailed and properly addressed with postage
prepaid, shall be deemed given when received; any notice, if transmitted by
telex or facsimile, shall be deemed given when transmitted (answerback confirmed
in the case of telexes).

          (b) The Borrower hereby agrees that the Administrative Agent may make
available to the Lenders materials and/or information provided by or on behalf
of the Borrower hereunder, including, but not limited to, any documents
furnished by the Borrower to the Administrative Agent pursuant to Section 6.1
(collectively, "Borrower Materials") by posting the Borrower Materials on
IntraLinks or another similar electronic system (the "Platform"). The Borrower
agrees that the Administrative Agent shall be entitled to treat any Borrower
Materials that are not marked "PUBLIC" as being suitable only for posting on the
portion of the Platform not designated "Public Investor". The Borrower
acknowledges that the distribution of material through an electronic medium is
not necessarily secure and that there are confidentiality and other risks
associated with such distribution. THE PLATFORM IS PROVIDED "AS IS" AND "AS
AVAILABLE." THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR
COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND
EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER
MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT
OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY
ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no
event shall the Administrative Agent or any of its officers, directors,
employees or agents (collectively, the "Agent Parties") have any liability to
the Borrower, any Lender or any other Person for losses, claims, damages,


                                      -72-
<PAGE>
liabilities or expenses of any kind (whether in tort, contract or otherwise)
arising out of the Borrower's or the Administrative Agent's transmission of
Borrower Materials through the Internet, except to the extent that such losses,
claims, damages, liabilities or expenses are determined by a court of competent
jurisdiction by a final judgment to have resulted from the Gross Negligence or
willful misconduct of such Agent Party; provided, however, that in no event
shall any Agent Party have any liability to the Borrower, any Lender or any
other Person for indirect, special, incidental, consequential or punitive
damages (as opposed to direct or actual damages).

          (c) Each Lender agrees that notice to it (as provided in the next
sentence) specifying that the Borrower Materials have been posted to the
Platform shall constitute effective delivery of the Borrower Materials to such
Lender for purposes of this Agreement or any other Loan Document. Each Lender
agrees to notify the Administrative Agent in writing (including by electronic
communication) from time to time of such Lender's e-mail address to which the
foregoing notice may be sent by electronic transmission and (ii) that the
foregoing notice may be sent to such e-mail address.

          13.2 Change of Address.

          The Borrower, the Administrative Agent and any Lender may each change
the address for service of notice upon it by a notice in writing to the other
parties hereto.

                                   ARTICLE XIV
                                  COUNTERPARTS

          This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. Subject to
Section 4.1, this Agreement shall be effective when it has been executed by the
Borrower, the Administrative Agent and the Lenders and each party has notified
the Administrative Agent by telex or telephone that it has taken such action.

                                   ARTICLE XV
                             USA PATRIOT ACT NOTICE

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

                  [Remainder of this Page Intentionally Blank]


                                      -73-
<PAGE>
          IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative
Agent have executed this Agreement as of the date first above written.

                                      THE TJX COMPANIES, INC.,
                                      as the Borrower


                                      By: /s/ Mary B. Reynolds
                                          --------------------------------------
                                      Name: Mary B. Reynolds
                                      Title: Vice President - Finance, Treasurer

                                      Address:
                                      770 Cochituate Road
                                      Framingham, Massachusetts 01701
                                      Attn: Mary B. Reynolds, Vice
                                      President-Finance,
                                      Treasurer
                                      Telephone No.: (508) 390-2351
                                      Facsimile No.: (508) 390-2540
                                      E-mail: mary_reynolds@tjx.com



<PAGE>
                                      BANK OF AMERICA, N.A.,
                                      as a Lender, as Administrative Agent, as
                                      Swing Line Lender and as an Issuing
                                      Lender


                                      By: /s/ Amy Honey
                                          --------------------------------------
                                      Name: Amy Honey
                                      Title: Senior Vice President

                                      Address:
                                      901 Main Street, 64th Floor
                                      ------------------------------------------
                                      TX1 - 492 - 64 - 01
                                      ------------------------------------------
                                      Dallas, TX 75202
                                      ------------------------------------------
                                      Telephone No: 214.209.0193
                                                    ----------------------------
                                      Facsimile No.: 214.209.0905
                                                     ---------------------------
                                      E-mail: amy.honey@bankofamerica.com
                                              ----------------------------------


<PAGE>
                                      JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
                                      as a Lender, as a Syndication Agent and as
                                      an Issuing Lender


                                      By: /s/ Barry R. Bergman
                                          --------------------------------------
                                      Name: Barry R. Bergman
                                      Title: Managing Director

                                      Address:
                                      JPMorgan Chase Bank, National Association
                                      ------------------------------------------
                                      270 Park Ave
                                      ------------------------------------------
                                      New York, NY 10017
                                      ------------------------------------------
                                      Attention: Barry Bergman
                                                 -------------------------------
                                      Telephone No.: (212) 270-0203
                                                     ---------------------------
                                      Facsimile: (212) 270-6637
                                                 -------------------------------
                                      E-mail: Barry.Bergman@jpmorgan.com
                                              ----------------------------------


<PAGE>

                                      THE BANK OF NEW YORK,
                                      as a Lender, as a Syndication Agent and
                                      as an Issuing Lender


                                      By: /s/ Johna M. Fidanza
                                          --------------------------------------
                                      Name:  Johna M. Fidanza
                                      Title: Vice President

                                      Address:

                                      One Wall Street
                                      19th Floor
                                      New York, New York 10286
                                      Attention: Johna M. Fidanza
                                      Telephone No: (212) 635-7870
                                      Facsimile No.: (212) 635-1483
                                      E-mail: jfidanza@bankofny.com

<PAGE>
                                      CITIZENS BANK OF MASSACHUSETTS, as a
                                      Lender and as a Documentation Agent


                                      By: /s/ Stephen F. Foley
                                          --------------------------------------
                                      Name:  Stephen F. Foley
                                      Title: Senior Vice President

                                      Address:

                                      28 State Street
                                      ------------------------------------------
                                      Boston, MA 02109
                                      ------------------------------------------

                                      ------------------------------------------
                                      Attention: Stephen F. Foley
                                                 -------------------------------
                                      Telephone No.: 617 994-7029
                                                     ---------------------------
                                      Facsimile: 617 263-0439
                                                 -------------------------------
                                      E-mail: Stephen.Foley@citizensbank.com
                                              ----------------------------------

<PAGE>
                                      KEYBANK NATIONAL ASSOCIATION, as a
                                      Lender and as a Documentation Agent


                                      By: /s/ Brendan A. Lawlor
                                          --------------------------------------
                                      Name:  Brendan A. Lawlor
                                      Title: Senior Vice President

                                      Address:
                                              127 Public Square
                                      ------------------------------------------
                                              Cleveland, OH 44114
                                      ------------------------------------------
                                              Mail Code: OH-01-27-0612
                                      ------------------------------------------
                                      Attention: Brendan Lawlor
                                                 -------------------------------
                                      Telephone No.: (216) 689-4086
                                                     ---------------------------
                                      Facsimile: (216) 689-4981
                                                 -------------------------------
                                      E-mail: brendan_a_lawlor@keybank.com
                                              ----------------------------------
<PAGE>

                                      UNION BANK OF CALIFORNIA, N.A., as a
                                      Lender and as a Documentation Agent


                                      By: /s/ Theresa L. Rocha
                                          --------------------------------------
                                      Name:  Theresa L. Rocha
                                      Title: Vice President

                                      Address:
                                              350 California Street, 9th Floor
                                      ------------------------------------------
                                              San Francisco, CA 94104
                                      ------------------------------------------

                                      ------------------------------------------
                                      Attention: Theresa L. Rocha
                                                 -------------------------------
                                      Telephone No.: (415) 705-7594
                                                     ---------------------------
                                      Facsimile: (415) 705-7085
                                                 -------------------------------
                                      E-mail: theresa.rocha@uboc.com
                                              ----------------------------------
<PAGE>
                                      WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                      as a Lender


                                      By: /s/ Caroline Gates
                                          --------------------------------------
                                      Name:  Caroline Gates
                                      Title: VP

                                      Address:
                                      70 East 55th Street, 11th Floor
                                      ------------------------------------------
                                      New York, NY 10022
                                      ------------------------------------------

                                      ------------------------------------------
                                      Attention: Caroline Gates/Nicole Edwards
                                                 -------------------------------
                                      Telephone No.: 212-836-4034
                                                     ---------------------------
                                      Facsimile: 212-593-5241
                                                 -------------------------------
                                      E-mail: caroline.e.gates@wellsfargo.com
                                              ----------------------------------


<PAGE>
                                      FIFTH THIRD BANK, as a Lender


                                      By: /s/ David C. Melin
                                          --------------------------------------
                                      Name:  David C. Melin
                                      Title: Vice President

                                      Address:
                                      38 Fountain Square Plaza
                                      ------------------------------------------
                                      MD 109054
                                      ------------------------------------------
                                      Cincinnati, Ohio 45263
                                      ------------------------------------------
                                      Attention: Brooke Balcom
                                                 -------------------------------
                                      Telephone No.: 513-534-3853
                                                     ---------------------------
                                      Facsimile: 513-534-5947
                                                 -------------------------------
                                      E-mail: Brooke.Balcom@53.com
                                              ----------------------------------


<PAGE>
                                      THE BANK OF NOVA SCOTIA, as a Lender


                                      By: /s/ Todd Meller
                                          --------------------------------------
                                      Name:  Todd Meller
                                      Title: Managing Director

                                      Address:
                                      One Liberty Plaza
                                      ------------------------------------------
                                      New York, New York 10006
                                      ------------------------------------------

                                      ------------------------------------------
                                      Attention:
                                                 -------------------------------
                                      Telephone No.: 212-225-5096
                                                     ---------------------------
                                      Facsimile: 212-225-5254
                                                 -------------------------------
                                      E-mail: todd_meller@scotiacapital.com
                                              ----------------------------------


<PAGE>
                                      MELLON BANK, N.A., as a Lender


                                      By: /s/ Thomas J. Tarasovich, Jr.
                                          --------------------------------------
                                      Name:  Thomas J. Tarasovich, Jr.
                                      Title: Assistant Vice President

                                      Address:
                                          One Mellon Center
                                      ------------------------------------------
                                          Room 4535
                                      ------------------------------------------
                                          Pittsburgh, PA 15258
                                      ------------------------------------------
                                      Attention: Thomas J. Tarasovich, Jr.,
                                                 Assistant Vice President
                                                 -------------------------------
                                      Telephone No.: 412-236-2790
                                                     ---------------------------
                                      Facsimile:     412-236-6112
                                                 -------------------------------
                                      E-mail: tarasovich.t@mellon.com
                                              ----------------------------------



<PAGE>
                                      PNC BANK, NATIONAL ASSOCIATION, as a
                                      Lender


                                      By: /s/ Donald V. Davis
                                          --------------------------------------
                                      Name:  Donald V. Davis
                                      Title: Managing Director

                                      Address:
                                        70 East 55th Street
                                      ------------------------------------------
                                        21st Floor
                                      ------------------------------------------
                                        New York, NY 10022
                                      ------------------------------------------
                                      Attention:
                                                 -------------------------------
                                      Telephone No.: (212) 303-0034
                                                     ---------------------------
                                      Facsimile:     (212) 303-0064
                                                 -------------------------------
                                      E-mail: dv.davis@pncbank.com
                                              ----------------------------------


<PAGE>
                                      SOVEREIGN BANK, as a Lender


                                      By: /s/ Judith C. E. Kelly
                                          --------------------------------------
                                      Name: Judith C. E. Kelly
                                      Title: Senior Vice President

                                      Address:
                                      75 State Street
                                      ------------------------------------------
                                      MA1 SST 04-10
                                      ------------------------------------------
                                      Boston, MA 02109
                                      ------------------------------------------
                                      Attention: Judith C. E. Kelly
                                                 -------------------------------
                                      Telephone No.: 617-757-5658
                                                     ---------------------------
                                      Facsimile: 617-346-7330
                                                 -------------------------------
                                      E-mail: jkelly@sovereignbank.com
                                              ----------------------------------


<PAGE>
                                      SUNTRUST BANK, N.A., as a Lender


                                      By: /s/ Laura Kahn
                                          --------------------------------------
                                      Name:  Laura Kahn
                                      Title: Managing Director

                                      Address:
                                      303 Peachtree Street NE
                                      ------------------------------------------
                                      10th Floor, Mailcode 1928
                                      ------------------------------------------
                                      Atlanta, GA 30308
                                      ------------------------------------------
                                      Attention: Laura Kahn
                                                 -------------------------------
                                      Telephone No.: 404-588-7705
                                                     ---------------------------
                                      Facsimile: 404-658-4905
                                                 -------------------------------
                                      E-mail: laura.kahn@suntrust.com
                                              ----------------------------------



<PAGE>
                                      U.S. BANK NATIONAL ASSOCIATION, as a
                                      Lender


                                      By: /s/ Heather Hinkelman
                                          --------------------------------------
                                      Name: Heather Hinkelman
                                      Title: Banking Officer

                                      Address:
                                      One US Bank Plaza
                                      ------------------------------------------
                                      St. Louis, MO 63101
                                      ------------------------------------------

                                      ------------------------------------------
                                      Attention: Heather Hinkelman
                                                 -------------------------------
                                      Telephone No.: 314-418-8673
                                                     ---------------------------
                                      Facsimile: 314-418-3859
                                                 -------------------------------
                                      E-mail: heather.hinkelman@usbank.com
                                              ----------------------------------



<PAGE>

                                  SCHEDULE 1 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                                   Commitments

<TABLE>
<S>                                      <C>
Bank of America, N.A.                    $ 57,500,000
The Bank of New York                     $ 57,500,000
JPMorgan Chase Bank N.A.                 $ 57,500,000
Citizens Bank of Massachusetts           $ 47,500,000
KeyBank National Association             $ 47,500,000
Union Bank of California, N.A.           $ 47,500,000
Wells Fargo Bank, National Association   $ 35,000,000
Fifth Third Bank                         $ 25,000,000
The Bank of Nova Scotia                  $ 25,000,000
Mellon Bank, N.A.                        $ 20,000,000
PNC Bank, National Association           $ 20,000,000
Sovereign Bank                           $ 20,000,000
SunTrust Bank                            $ 20,000,000
US Bank National Association             $ 20,000,000
   TOTAL                                 $500,000,000
</TABLE>

<PAGE>

                                SCHEDULE 2.20 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                        Issuing Lenders' Maximum Amounts

<TABLE>
<S>                                      <C>
Bank of America, N.A.                    up to $150 million
JPMorgan Chase Bank, N.A.                up to $150 million
The Bank of New York                     up to $150 million
</TABLE>

Subject to the terms and conditions of the Agreement, each of the Issuing
Lenders may issue Letters of Credit in amounts of up to $150 million; provided,
however, that there shall not be more than $150 million in aggregate outstanding
Letters of Credit issued by the Issuing Lenders at any time.

<PAGE>

                                 SCHEDULE 5.3 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                           Governmental Authorizations

                                      None.

<PAGE>

                                 SCHEDULE 5.7 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                                   Litigation

                                      None.
<PAGE>

                                 SCHEDULE 5.8 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                                  Subsidiaries

All of the following subsidiaries are either directly or indirectly wholly owned
by the TJX Companies, Inc.

<TABLE>
<CAPTION>
                                                  State or Jurisdiction of Incorporation   Name Under Which Does Business
Operating Subsidiaries                                        or Organization                      (if Different)
----------------------                            --------------------------------------   ------------------------------
<S>                                               <C>                                      <C>
NBC Attire Inc.                                   Massachusetts
Newton Buying Corp.                               Delaware
NBC Distributors Inc.                             Massachusetts
NBC Merchants, Inc.                               Indiana
NBC Charlotte Merchants, Inc.                     North Carolina
NBC Nevada Merchants, Inc.                        Nevada
NBC Philadelphia Merchants, Inc.                  Pennsylvania
NBC Pittston Merchants, Inc.                      Pennsylvania
NBC Houston Merchants, Inc.                       Texas
NBC Manteca Merchants, Inc.                       California
Marmaxx Operating Corp.                           Delaware                                 T.J. Maxx/Marshalls
Marshalls Atlanta Merchants, Inc.                 Georgia
Marshalls Bridgewater Merchants, Inc.             Virginia
Marshalls Woburn Merchants, Inc.                  Massachusetts
Marshalls of MA, Inc.                             Massachusetts
New York Department Stores de Puerto Rico, Inc.   Puerto Rico                              Marshalls
Marshalls of Richfield, MN, Inc.                  Minnesota
Marshalls of Northridge-Devonshire, CA, Inc.      California
Marshalls of Glen Burnie, MD, Inc.                Maryland
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                  State or Jurisdiction of Incorporation   Name Under Which Does Business
Operating Subsidiaries                                        or Organization                      (if Different)
----------------------                            --------------------------------------   ------------------------------
<S>                                               <C>                                      <C>
Marshalls of Beacon, VA, Inc.                     Virginia
Marshalls of Laredo, TX, Inc.                     Texas
Marshalls of Calumet City, IL, Inc.               Illinois
Marshalls of Chicago-Clark, IL, Inc.              Illinois
Marshalls of Streamwood, IL, Inc.                 Illinois
Marshalls of Chicago-Brickyard, IL, Inc.          Illinois
Marshalls of Matteson, IL, Inc.                   Illinois
Marshalls of Elizabeth, NJ, Inc.                  New Jersey
Marshall's of Nevada, Inc.                        Nevada
Newton Buying Company of CA, Inc.                 Delaware                                 Marshalls
Strathmex Corp.                                   Delaware
HomeGoods, Inc.                                   Delaware
H.G. Merchants, Inc.                              Massachusetts
H.G. Indiana Distributors, Inc.                   Indiana
H.G. Com. Merchants, Inc.                         Connecticut
HomeGoods of Puerto Rico, Inc.                    Puerto Rico
NBC Apparel, Inc.                                 Delaware
NBC Apparel                                       United Kingdom                           T.K. Maxx
TK Maxx Group Limited                             United Kingdom
T.K. Maxx                                         United Kingdom
NBC card Services Ltd.                            United Kingdom
T.K. Maxx Ireland                                 Ireland
Concord Buying Group, Inc.                        New Hampshire                            A.J. Wright
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                  State or Jurisdiction of Incorporation   Name Under Which Does Business
Operating Subsidiaries                                        or Organization                      (if Different)
----------------------                            --------------------------------------   ------------------------------
<S>                                               <C>                                      <C>
AJW Merchants Inc.                                Massachusetts                            A.J. Wright
NBC Manager, LLC                                  Delaware
NBC Trust                                         Massachusetts
NBC Operating, LP                                 Delaware
NBC GP, LLC                                       Delaware
T.J. Maxx of CA, LLC                              Delaware
T.J. Maxx of IL, LLC                              Delaware
Marshalls of CA, LLC                              Delaware
Marshalls of IL, LLC                              Delaware
NYDS, LLC                                         Delaware
AJW South Bend Merchants, Inc.                    Indiana
Bob's Stores Corp                                 New Hampshire
Bob's Conn. Merchants, Inc.                       Connecticut
WMI-1 Holding Company                             Nova Scotia, Canada
WMI-99 Holding Company                            Nova Scotia, Canada
Winners Merchants International, L.P.             Ontario, Canada
NBC Holding, Inc.                                 Delaware
NBC Hong Kong Merchants, Limited                  Hong Kong

Leasing Subsidiaries
Cochituate Realty, Inc.                           Massachusetts
NBC First Realty Corp.                            Indiana
NBC Second Realty Corp.                           Massachusetts
NBC Fourth Realty Corp.                           Nevada
NBC Five Realty Corp.                             Illinois
NBC Six Realty. Corp.                             North Carolina
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                  State or Jurisdiction of Incorporation   Name Under Which Does Business
Operating Subsidiaries                                        or Organization                      (if Different)
----------------------                            --------------------------------------   ------------------------------
<S>                                               <C>                                      <C>
Leasing Subsidiaries (continued)
NBC Seventh Realty Corp.                          Pennsylvania
AJW Realty of Fall River, Inc.                    Massachusetts
H.G. Brownsburg Realty Corp.                      Indiana
H.G. Conn. Realty Corp.                           Delaware
AJW South Bend Realty Corp.                       Delaware
Progress Lane Realty Corp                         Connecticut


</TABLE>
<PAGE>

                                SCHEDULE 5.13 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

              Environmental, Health, and Safety Requirements of Law

                                      None.

<PAGE>

                                SCHEDULE 5.14 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                             Liens and Encumbrances

                                      None.

<PAGE>

                                SCHEDULE 6.11 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                                   Asset Sales

Store closings to the extent such closings for a fiscal year do not exceed 5% of
the Borrower's total stores as of the beginning of that fiscal year.

<PAGE>

                                SCHEDULE 6.13 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                                   Investments

1) The following Investments:

<TABLE>
<CAPTION>
                                                                OWNED   CARRYING
                                                                  BY      VALUE
                                                                -----   --------
<S>                                                             <C>     <C>
[*****]
</TABLE>

2)   Investments relating to the fair market value of derivatives that hedge the
     Borrower's actual foreign currency exposure.

----------
[*****]INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL
     TREATMENT REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
     COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
     SECURITIES AND EXCHANGE COMMISSION.

<PAGE>

                                SCHEDULE 6.14 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                             Contingent Obligations

1.   All leases for which the Borrower or any of its Subsidiaries may be
     contingently liable immediately following the closing of the Credit
     Agreement (either as a previous lessee or pursuant to a written guaranty)
     with respect to any previously operated location.

2.   Leases for which the Borrower or any of its Subsidiaries may be
     contingently liable in connection with future store closings to the extent
     such closings for a fiscal year do not exceed 5% of total stores as of the
     beginning of that fiscal year.

3. [*****]

4. [*****]

5. [*****]

6  [*****]

----------
[*****]INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL
     TREATMENT REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
     COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
     SECURITIES AND EXCHANGE COMMISSION.

<PAGE>

                                SCHEDULE 6.20 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                             Subsidiary Indebtedness

(1) The following indebtedness:

INTERCOMPANY INDEBTEDNESS

<TABLE>
<CAPTION>
SUBSIDIARY                                             DESCRIPTION                    AMOUNT
----------                              ----------------------------------------   ------------
<S>                                     <C>                                        <C>

</TABLE>

[*****]

In addition the domestic subsidiaries and the Borrower have ongoing outstanding
intercompany balances with each other representing the net cash funding
requirements or cash surplus of the individual entities.

INDEBTEDNESS TO THIRD PARTIES

<TABLE>
<CAPTION>
SUBSIDIARY                                             DESCRIPTION                    AMOUNT
----------                              ----------------------------------------   ------------
<S>                                     <C>                                        <C>
Winners Merchants International, L.P.   Demand, operating and commercial letters   C$20,000,000
                                        of credit facility
</TABLE>

[*****]INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL
     TREATMENT REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
     COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
     SECURITIES AND EXCHANGE COMMISSION.

<PAGE>

                                SCHEDULE 6.21 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                               Subordination Terms

     The following terms shall govern Indebtedness ("Intercompany Indebtedness")
of the Borrower or any Subsidiary of the Borrower (an "Intercompany Obligor") to
the Borrower or any Subsidiary of the Borrower (an "Intercompany Lender"):

     Any and all claims of an Intercompany Lender against an Intercompany
Obligor or against any of its properties shall be subordinate and subject in
right of payment to the prior payment, in full and in cash, of all Obligations.
Notwithstanding any right of an Intercompany Lender to ask, demand, sue for,
take or receive any payment from an Intercompany Obligor, all rights, liens and
security interests of such Intercompany Lender, whether now or hereafter arising
and howsoever existing, in any assets of such Intercompany Obligor shall be
subordinated to the rights, if any, of the Lenders, the Swing Line Lender and
the Administrative Agent in those assets. An Intercompany Lender shall have no
right to possession of any such asset or to foreclose upon any such asset,
whether by judicial action or otherwise, unless and until all of the Obligations
shall have been paid in full in cash and satisfied and all financing
arrangements under this Agreement and the other Loan Documents between the
Borrower, the Administrative Agent, the Swing Line Lender and the Lenders have
been terminated.

     If, during the continuance of a Default, all or any part of the assets of
any Intercompany Obligor, or the proceeds thereof, are subject to any
distribution, division or application to the creditors of such Intercompany
Obligor, whether partial or complete, voluntary or involuntary, and whether by
reason of liquidation, bankruptcy, arrangement, receivership, assignment for the
benefit of creditors or any other action or proceeding, then, and in any such
event, any payment or distribution of any kind or character, either in cash,
securities or other property, which shall be payable or deliverable upon or with
respect to any indebtedness of such Intercompany Obligor to an Intercompany
Lender, shall be paid or delivered directly to the Administrative Agent for
application on any of the Obligations, due or to become due, until such
Obligations shall have first been paid in full in cash and satisfied; provided,
however, ordinary course payments or distributions made by an Intercompany
Obligor to an Intercompany Lender shall be required to be paid or delivered to
the Administrative Agent only upon the Administrative Agent's request.

     Each Intercompany Lender shall irrevocably authorize and empower the
Administrative Agent to demand, sue for, collect and receive every such payment
or distribution and give acquittance therefor and to make and present for and on
behalf of such Intercompany Lender such proofs of claim and take such other
action, in the Administrative Agent's own name or in the name of such
Intercompany Lender or otherwise, as the Administrative Agent may deem necessary
or advisable for the enforcement of Section 6.21. The Administrative Agent may
vote such proofs of claim in any such proceeding, receive and collect any and
all dividends or other payments or disbursements made thereon in whatever form
the same may be paid or issued and apply the same on account of any of the
Obligations.

     Should any payment, distribution, security or instrument or proceeds
thereof be received by an Intercompany Lender upon or with respect to
Intercompany Indebtedness during the continuance of a Default and prior to the
satisfaction of all of the Obligations and the termination of all financing
arrangements under the Credit Agreement and the other Loan Documents between the
Borrower, the Administrative Agent, the Swing Line Lender and the Lenders, such
Intercompany Lender shall receive and hold the same in trust, as trustee, for
the benefit of the Administrative Agent, the Swing Line Lender and the Lenders
and shall forthwith deliver the same to the Administrative Agent, for the
benefit of the

<PAGE>

Administrative Agent, the Swing Line Lender and the Lenders, in precisely the
form received (except for the endorsement or assignment of such Intercompany
Lender where necessary), for application to any of the Obligations, due or not
due, and, until so delivered, the same shall be held in trust by such
Intercompany Lender as the property of the Administrative Agent, the Swing Line
Lender and the Lenders; provided, however, ordinary course payments or
distributions made by an Intercompany Obligor to an Intercompany Lender shall be
required to be paid or delivered to the Administrative Agent only upon the
Administrative Agent's request. If an Intercompany Lender fails to make any such
endorsement or assignment to the Administrative Agent, the Administrative Agent
or any of its officers or employees shall be irrevocably authorized to make the
same.

     Each Intercompany Lender shall agree that until the Obligations have been
paid in full in cash and satisfied and all financing arrangements under the
Credit Agreement and the other Loan Documents between the Borrower, the
Administrative Agent, the Swing Line Lender and the Lenders have been teminated,
such Intercompany Lender will not assign or transfer to any Person (other than
the Administrative Agent) any claim such Intercompany Lender has or may have
against any Intercompany Obligor.


                                       2
<PAGE>

                                 EXHIBIT A-1 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                             Form of Syndicated Note
                                                                    May___, 2005

     THE TJX COMPANIES, INC., a Delaware corporation (the "Borrower"), promises
to pay to the order of ____________ (the "Lender") the aggregate unpaid
principal amount of all Syndicated Loans made by the Lender to the Borrower
pursuant to Article II of the Credit Agreement hereinafter referred to (as the
same may be amended or modified, the "Agreement"; capitalized terms used herein
and not otherwise defined herein are used with the meanings attributed to them
in the Agreement), in immediately available funds on the dates and at the
offices of Bank of America, N.A., as Administrative Agent, specified in the
Agreement, together with interest on the unpaid principal amount hereof at the
rates and on the dates determined in accordance with the Agreement. The Borrower
shall pay the principal of and accrued and unpaid interest on the Syndicated
Loans in full on the Facility Termination Date.

     The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Syndicated Loan and the date and amount of each
principal payment hereunder.

     This Note is one of the Syndicated Notes issued pursuant to, and is
entitled to the benefits of the 5-Year Revolving Credit Agreement, dated as of
May ___, 2005, among the Borrower, the financial institutions parties thereto,
Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A. and
The Bank of New York, as Syndication Agents, and Citizens Bank of Massachusetts,
KeyBank National Association and Union Bank of California, N.A., as
Documentation Agents, to which Agreement, as it may be amended from time to
time, reference is hereby made for a statement of the terms and conditions
governing this Note, including the terms and conditions under which this Note
may be prepaid or its maturity date accelerated. The Agreement, among other
things, provides for the making of "Syndicated Loans" by the Lender to the
Borrower from time to time in an aggregate amount not to exceed at any time
outstanding the Lender's Commitment, except as otherwise contemplated in the
Agreement.

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

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

                                        THE TJX COMPANIES, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------

<PAGE>

             Schedule of Syndicated Loans and Payments of Principal
                                       to
                   Syndicated Note of The TJX Companies, Inc.,

                               Dated May ___, 2005

<TABLE>
<CAPTION>
          Principal      Maturity
          Amount of    of Interest     Principal    Unpaid
Date         Loan         Period      Amount Paid   Balance
----      ----------   ------------   -----------   --------
<S>        <C>         <C>            <C>           <C>

</TABLE>


                                        2

<PAGE>

                                 EXHIBIT A-2 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                             Form of Swing Line Note

                                                                     May__, 2005

     THE TJX COMPANIES, INC., a Delaware corporation (the "Borrower"), promises
to pay to the order of _____________ (the "Swing Line Lender") the aggregate
unpaid principal amount of the Swing Line Loans made by the Swing Line Lender to
the Borrower pursuant to Article II of the Credit Agreement hereinafter referred
to (as the same may be amended or modified, the "Agreement"; capitalized terms
used herein and not otherwise defined herein are used with the meanings
attributed to them in the Agreement), in immediately available funds on the
dates and at the offices of Bank of America, N.A., as Administrative Agent,
specified in the Agreement, together with interest on the unpaid principal
amount hereof at the rates and on the dates determined in accordance with the
Agreement. The Borrower shall pay the principal of and accrued and unpaid
interest on each Swing Line Loan in full on the maturity date for such Swing
Line Loan determined in accordance with the Agreement.

     The Swing Line Lender shall, and is hereby authorized to, record on the
schedule attached hereto, or to otherwise record in accordance with its usual
practice, the date and amount and other pertinent terms of, and the interest
rate and interest payment dates applicable to, each Swing Line Loan, and the
date and amount of each principal payment hereunder.

     This Note is one of the Swing Line Notes issued pursuant to, and is
entitled to the benefits of, the 5-Year Revolving Credit Agreement, dated as of
May ___ , 2005, among the Borrower, the financial institutions parties thereto,
Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A. and
The Bank of New York, as Syndication Agents, and Citizens Bank of Massachusetts,
KeyBank National Association and Union Bank of California, N.A., as
Documentation Agents, to which Agreement, as it may be amended from time to
time, reference is hereby made for a statement of the terms and conditions
governing this Note, including the terms and conditions under which this Note
may be prepaid or its maturity date accelerated.

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

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

                                        THE TJX COMPANIES, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------

<PAGE>

             Schedule of Swing Line Loans and Payments of Principal
                                       to
                   Swing Line Note of The TJX Companies, Inc.,

                               Dated May ___, 2005

<TABLE>
<CAPTION>
          Principal    Maturity
          Amount of   of Interest    Principal    Unpaid
Date        Loan        Period      Amount Paid   Balance
----      ---------   -----------   -----------   -------
<S>       <C>         <C>           <C>           <C>

</TABLE>


                                        2

<PAGE>

                                  EXHIBIT B TO

                        5-YEAR REVOLVING CREDIT AGREEMENT

                                Required Opinions

     1. The Borrower is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware, with the corporate power
and authority necessary for the execution, delivery and performance of the Loan
Documents, the consummation of the credit transactions contemplated thereby, the
ownership of its properties and the conduct of the business now conducted and
permitted to be conducted by it in accordance with the Loan Documents.

     2. Each of the Credit Agreement and the Notes has been duly authorized,
executed and delivered by the Borrower and (subject to the qualifications stated
in the unnumbered paragraphs at the end hereof) constitutes the legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms.

     3. The execution, delivery and performance by the Borrower of the Loan
Documents, and the consummation of the credit transactions contemplated thereby,
do not, and the compliance by the Borrower with the terms thereof applicable to
it does not require approval of the Borrower's shareholders except such
approvals as have been obtained and will not, result in any violation of,
conflict with, constitute a default under or permit any party to accelerate the
payment of any obligation under, or result in the creation of a lien, mortgage,
security interest or other encumbrance upon the assets of the Borrower under,
any term or provision of: (a) its certificate of incorporation or by-laws, (b)
any federal law, statute, rule or governmental regulation, (c) the Delaware
General Corporation Law, or (d) any judgment, decree, indenture, mortgage, deed
of trust, loan agreement or other such instrument or agreement applicable to the
Borrower.

     4. No consent, approval, authorization or other action by, or notice to or
filing with, any federal or Delaware court or governmental authority is required
to be obtained or made by the Borrower on or prior to the date hereof in
connection with its execution, delivery or performance of the Loan Documents or
in connection with its consummation of the credit transactions contemplated
thereby, except for such consents, approvals, authorizations or other actions as
have been obtained or made (but in the case of a Delaware court or governmental
authority, only in respect of the General Corporation Law of the State of
Delaware), except where the failure to obtain such consent or make such filing
would not reasonably be expected to have a material adverse effect on the
business, assets or financial condition of the Borrower and its Subsidiaries,
taken as a whole.

     5. The making of the loans under the Credit Agreement and the application
of the proceeds thereof as provided in the Loan Documents will not violate
Regulation T, U or X of the Board of Governors of the Federal Reserve System as
in effect on the date hereof.

     6. The Borrower is not an "investment company" or a company "controlled" by
an "investment company" within the meaning of the federal Investment Company Act
of 1940, as amended, or a "holding company" or a "subsidiary company" of a
"holding company", or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company", within the meaning of the federal Public
Utility Holding Company Act of 1935, as amended.

<PAGE>

                                  EXHIBIT C TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                         Form of Compliance Certificate

To: The Lenders Parties To The
    Credit Agreement Described Below

     Pursuant to that certain 5-Year Revolving Credit Agreement dated as of May
______, 2005 (as amended, modified, renewed or extended from time to time, the
"Agreement") among The TJX Companies, Inc. (the "Borrower"), the Lenders party
thereto, Bank of America, N.A., as Administrative Agent (the "Administrative
Agent"), JPMorgan Chase Bank, N.A. and The Bank of New York, as Syndication
Agents, and Citizens Bank of Massachusetts, KeyBank National Association and
Union Bank of California, N.A., as Documentation Agents, the Borrower, through
its [chief financial officer], hereby delivers to the Administrative Agent
[together with the financial statements being delivered to the Administrative
Agent pursuant to Section 6.1 of the Credit Agreement] this Compliance
Certificate (the "Certificate")[for the accounting period from _________, 20___
to __________, 20___.] Unless otherwise defined hereto, capitalized terms used
in this Compliance Certificate have the meanings ascribed thereto in the
Agreement. With respect to the calculations set forth below, the provisions of
and definitions of terms in the Credit Agreement shall govern the calculation of
compliance with Section 6.16.

I.    MAXIMUM LEVERAGE RATIO (SECTION 6.16)

     (1)  The ratio of

               (a)

                     Funded Debt                  $_____________

                 +   (4 * Consolidated Rentals)   +_____________

                 =   NUMERATOR                    =_____________

     To

               (b)

                     EBITDAR                      $_____________

                 =   DENOMINATOR                  =_____________

          for the period from  _________________,  _____________ to
          ________________, ___________ is _________ to 1.0

     (2)  State whether the above calculated Leverage Ratio is greater than the
          maximum Leverage Ratio specified for such period in the Credit
          Agreement.
          Yes/No


                                        1

<PAGE>

II. DEFAULT

(A) Does any Default or Unmatured Default exist?  Yes/No

     (B) If the answer to question(A) is yes, state the nature and status
thereof and the Borrower's plans with respect thereto on Schedule A.

     The Borrower hereby certifies, through its ___________________, that the
information set forth above is accurate as of ___________________, 20 ___, to
the best of such officer's knowledge, after dilligent inquiry, and that the
financial statements delivered herewith present fairly the financial position of
the Borrower and its Subsidiaries at the dates indicated and the result of their
operations and changes in their financial position for the periods indicated in
conformity with GAAP, consistently applied.

Dated ___________________, ___

                                        THE TJX COMPANIES, INC.


                                         By:
                                             -----------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                                --------------------------------


                                        2

<PAGE>

                                  EXHIBIT D TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                          Form of Assignment Agreement

     This Assignment Agreement (this "Assignment Agreement") between ___________
(the "Assignor") and ______________ (the "Assignee") is dated as of ___________,
200__ . The parties hereto agree as follows:

     1. PRELIMINARY STATEMENT. The Assignor is a parry to a Credit Agreement
(which, as it may be amended, modified, renewed or extended from time to time is
herein called the "Credit Agreement") described in Item 1 of Schedule 1 attached
hereto ("Schedule 1"). Capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to them in the Credit Agreement.

     2. ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to the
Assignee, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor's rights and obligations under the Credit
Agreement such that after giving effect to such assignment the Assignee shall
have purchased pursuant to this Assignment Agreement the percentage interest
specified in Item 3 of Schedule 1 of all outstanding rights and obligations
under the Credit Agreement and the other Loan Documents. The aggregate
Commitment (or Loans, if the applicable Commitment has been terminated)
purchased by the Assignee hereunder is set forth in Item 4 of Schedule 1.

     3. EFFECTIVE DATE. The effective date of this Assignment Agreement (the
"Effective Date") shall be the later of (i) the date specified in Item 5 of
Schedule 1 or (ii) two Business Days (or such shorter period agreed to by the
Administrative Agent) after a Notice of Assignment substantially in the form of
Exhibit I attached hereto, together with any consents and fees required by
Sections 12.3.1 and 12.3.2 of the Credit Agreement, has been delivered to the
Administrative Agent. In no event will the Effective Date occur, if the payments
required to be made by the Assignee to the Assignor on the Effective Date under
Sections 4 and 5 hereof are not made on the proposed Effective Date. The
Assignor will notify the Assignee of the proposed Effective Date no later than
the Business Day prior to the proposed Effective Date. As of the Effective Date,
(a) the Assignee shall have the rights and obligations of a Lender under the
Loan Documents with respect to the rights and obligations assigned to the
Assignee hereunder and (b) the Assignor shall relinquish its rights (other than
its rights pursuant to Sections 3.1, 3.2, 3.4, 3.5 and 9.7) and be released from
its corresponding obligations under the Loan Documents with respect to the
rights and obligations assigned to the Assignee hereunder.

     4. PAYMENTS OBLIGATIONS. On and after the Effective Date, the Assignee
shall be entitled to receive from the Administrative Agent all payments of
principal, interest and fees with respect to the interest assigned hereby. The
Assignee shall advance funds directly to the Administrative Agent with respect
to all Loans made on or after the Effective Date with respect to the interest
assigned hereby.[In consideration for the sale and assignment of Loans
hereunder, (a) the Assignee shall pay the Assignor, on the Effective Date, an
amount equal to the principal amount of the portion of all Floating Rate Loans
assigned to the Assignee hereunder and (b) with respect to each Eurodollar Rate
Loan made by the Assignor and assigned to the Assignee hereunder which is
outstanding on the Effective Date, on the earliest of (i) the last day of the
Interest Period therefor, (ii) such earlier date agreed to by the Assignor and
the Assignee and (iii) the date on which any such Eurodollar Rate Loan either
becomes due (by acceleration or otherwise) or is prepaid (such earliest date
being hereinafter referred to as the "Payment Date), the Assignee shall pay the
Assignor an amount equal to the principal amount of the portion of

<PAGE>

such Eurodollar Rate Loan assigned to the Assignee which is outstanding on the
Payment Date. If the Assignor and the Assignee agree that the Payment Date for
such Eurodollar Rate Loan shall be the affective Date, they shall agree on the
interest rate applicable to the portion of such Loan assigned hereunder for the
period from the Effective Date to the end of the existing Interest Period
applicable to such Eurodollar Rate Loan (the "Agreed Interest Rate") and any
interest received by the Assignee in excess of the Agreed Interest Rate shall be
remitted to the Assignor. In the event interest for the period from the
Effective Date to but not including the Payment Date is not paid by the Borrower
with respect to any Eurodollar Rate Loan sold by the Assignor to the Assignee
hereunder, the Assignee shall pay to the Assignor interest for such period on
the portion of such Eurodollar Rate Loan sold by the Assignor to the Assignee
hereunder at the applicable rate provided by the Credit Agreement. In the event
a prepayment of any Eurodollar Rate Loan which is existing on the Payment Date
and assigned by the Assignor to the Assignee hereunder occurs after the Payment
Date but before the end of the Interest Period applicable to such Eurodollar
Rate Loan, the Assignee shall remit to the Assignor the excess of the prepayment
penalty paid with respect to the portion of such Eurodollar Rate Loan assigned
to the Assignee hereunder over the amount which would have been paid if such
prepayment penalty was calculated based on the Agreed Interest Rate. The
Assignee will also promptly remit to the Assignor (a) any principal payments
received from the Administrative Agent with respect to Eurodollar Rate Loans
prior to the Payment Date and (b) any amounts of interest on Loans and fees
received from the Administrative Agent which relate to the portion of the Loans
or Commitment assigned to the Assignee hereunder for periods prior to the
Effective Date, in the case of Floating Rate Loans, or the Payment Date, in the
case of Eurodollar Rate Loans, and not previously paid by the Assignee to the
Assignor.]* In the event that either party hereto receives any payment to which
the other party hereto is entitled under this Assignment Agreement, then the
party receiving such amount shall promptly remit it to the other party hereto.

     5. FEES PAYABLE BY THE ASSIGNEE. The Assignee agrees to pay ___% of the
recordation fee required to be paid to the Administrative Agent in connection
with this Assignment Agreement pursuant to Section 12.3.2 of the Credit
Agreement.

     6. REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S
LIABILITY. The Assignor represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim created by the Assignor. It is
understood and agreed that the assignment and assumption hereunder are made
without recourse to the Assignor and that the Assignor makes no other
representation or warranty of any kind to the Assignee. Neither the Assignor nor
any of its officers, directors, employees, agents or attorneys shall be
responsible for (a) the due execution, legality, validity, enforceability,
genuineness, sufficiency or collectability of any Loan Document, including
without limitation, documents granting the Assignor and the other Lenders a
security interest in assets of the Borrower or any guarantor, (b) any
representation, warranty or statement made in or in connection with any of the
Loan Documents, (c) financial condition or creditworthiness of the Borrower or
any guarantor, (d) the performance of or compliance with any of the terms or
provisions of any of the Loan Documents, (e) inspecting any of the Property,
books or records of the Borrower, (f) the validity, enforceability, perfection,
priority, condition, value or sufficiency of any collateral securing or
purporting to secure the Loans or (g) any mistake, error of judgment, or action
taken or omitted to be taken in connection with the Loans or the Loan Documents.

     7. REPRESENTATIONS OF THE ASSIGNEE. The Assignee (a) confirms that it has
received the copy of the Credit Agreement, together with copies of the financial
statements requested by the Assignee and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment Agreement, (b) agrees that it will, independently

----------
*    Each Assignor may insert its standard payment provisions in lien of the
     foregoing payment terms.


                                        2

<PAGE>

and without reliance upon the Administrative Agent, the Assignor or any other
Lender and based on such documents and information that it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, (c) appoints and authorizes the
Administrative Agent to take, such action as contractual representative on its
behalf and to exercise such powers under the Loan Documents as are delegated to
the Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto, (d) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Documents
are required to be performed by it as a Lender, (e) agrees that its payment
instructions and notice instructions are as set forth in the attachment to
Schedule 1 [,] [and] (e) confirms that none of the funds, monies, assets or
other consideration being used to make the purchase and assumption hereunder are
"plan assets" as defined under ERISA and that its rights, benefits and interests
in and under the Loan Documents will not be "plan assets" under ERISA [and (f)
attaches the forms prescribed by the Internal Revenue Service of the United
States certifying that the Assignee is entitled to receive payments under the
Loan Documents without deduction or withholding of any United States federal
income taxes].*

     8. INDEMNITY. The Assignee agrees to indemnify and hold harmless the
Assignor against any and all losses, costs and expenses (including, without
limitation reasonable attorneys' fees) and liabilities incurred by the Assignor
in connection with or arising in any manner from the Assignee's non-performance
of the obligations assumed under this Assignment Agreement.

     9. SUBSEQUENT ASSIGNMENTS. After the Effective Date, the Assignee shall
have the right pursuant to Section 12.3.1 of the Credit Agreement to assign the
rights which are assigned to the Assignee hereunder to any entity or person,
provided that (a) any such subsequent assignment does not violate any of the
terms and conditions of the Loan Documents or any law, rule, regulation, order,
writ, judgment injunction or decree and that any consent required under the
terms of the Loan Documents has been obtained and (b) unless the prior written
consent of the Assignor is obtained, the Assignee is not thereby released from
its obligations to the Assignor hereunder, if any remain unsatisfied, including,
without limitation, its obligations under Sections 4, 5 and 8 hereof.

     10. REDUCTIONS OF AGGREGATE COMMITMENT. If any reduction in the Aggregate
Commitment occurs between the date of this Assignment Agreement and the
Effective Date, the percentage interest specified in Item 3 of Schedule 1 shall
remain the same, but the dollar amount purchased shall be recalculated based on
the reduced Aggregate Commitment.

     11. ENTIRE AGREEMENT. This Assignment Agreement and the attached Notice of
Assignment embody the entire agreement and understanding between the parties
hereto and supersede all prior agreements and understandings between the parties
hereto relating to the subject matter hereof.

     12. GOVERNING LAW. This Assignment Agreement shall be governed by the
internal law, but without regard to the conflicts of laws provisions, of the
State of New York.

     13. NOTICES. Notices shall be given under this Assignment Agreement in the
manner set forth in the Credit Agreement. For the purpose hereof, the addresses
of the parties hereto (until notice of a change is delivered) shall be the
addresses set forth in the attachment to Schedule 1.

----------
*    To be inserted if the Assignee is not incorporated under the laws of the
     United States, or a state thereof.


                                        3

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement by their duly authorized officers as of the date first above written.

                                        [NAME OF ASSIGNOR]


                                        By:
                                             -----------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        [NAME OF ASSIGNEE]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        4

<PAGE>

                                   SCHEDULE 1
                             to Assignment Agreement

1.   Description and Date of Credit Agreement:

     5-Year Revolving Credit Agreement dated as of May ___, 2005, among The TJX
     Companies, Inc., the financial institutions parties thereto (the
     "Lenders"), Bank of America, N.A., as Administrative Agent (the
     "Administrative Agent"), JPMorgan Chase Bank, N.A. and The Bank of New
     York, as Syndication Agents, and Citizens Bank of Massachusetts, KeyBank
     National Association and Union Bank of California, N.A., as Documentation
     Agents, as amended from time to time.

2.   Date of Assignment Agreement: ___________,

3.   Amounts (As of Date of Item 2 above):

     a.   Total of Commitments* under Credit Agreement               $_________

     b.   Assignee's Percentage of the Syndicated Loans purchased
          under the Assignment Agreement**                           __________%

     c.   Amount of Assigned Share in each Syndicated Loan
          purchased under the Assignment Agreement                   $_________

4.   Assignee's Aggregate Commitment Amount* Purchased Hereunder:    $_________

5.   Proposed Effective Date: __________

Accepted and Agreed:

[NAME OF ASSIGNOR]                      [NAME OF ASSIGNEE]


By:                                     By:
   ----------------------------------       ------------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------

----------
*    If the Aggregate Commitment has been terminated, insert outstanding Loans
     in place of Commitments.

**   Percentage taken to 10 decimal places.

<PAGE>

                Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

         Attach Assignor's Administrative Information Sheet, which must
            include notice address for the Assignor and the Assignee.


                                        2

<PAGE>

                                    EXHIBIT 1

                             to Assignment Agreement

                          FORM OF NOTICE OF ASSIGNMENT

                              ___________, 200__

To:   The TJX Companies, Inc.
      770 Cochituate Road
      Framingham, Massachusetts 01701
      Attention: Jeffrey G. Naylor, Chief Financial Officer

      Bank of America, N.A., as
      Administrative Agent
      1850 Gateway Boulevard
      Concord, California 94520

From: [NAME OF ASSIGNOR] (the "Assignor")

      [NAME OF ASSIGNEE] (the "Assignee") .

     1. We refer to the Credit Agreement (as it may be amended, modified,
renewed or extended from time to time, the "Credit Agreement") described in Item
1 of Schedule 1 attached hereto ("Schedule 1"). Capitalized terms used herein
and not otherwise defined herein shall have the meanings attributed to them in
the Credit Agreement.

     2. This Notice of Assignment (this "Notice") is given and delivered to the
Borrower and the Administrative Agent pursuant to Section 12.3.2 of the Credit
Agreement.

     3. The Assignor and the Assignee have entered into an Assignment Agreement,
dated as of , (the "Assignment"), pursuant to which, among other things, the
Assignor has sold, assigned, delegated and transferred to the Assignee, and the
Assignee has purchased, accepted and assumed from the Assignor the percentage
interest specified in Item 3 of Schedule 1 of all outstandings, rights and
obligations under the Credit Agreement. The Effective Date of the Assignment
shall be the later of the date specified in Item 5 of Schedule 1 or two Business
Days (or such shorter period as agreed to by the Administrative Agent) after
this Notice of Assignment and any consents and fees required by Sections 12.3.1
and 12.3.2 of the Credit Agreement have been delivered to the Administrative
Agent, provided that the Effective Date shall not occur if any condition
precedent agreed to by the Assignor and the Assignee has not been satisfied.

     4. The Assignor and the Assignee hereby give to the Borrower and the
Administrative Agent notice of the assignment and delegation referred to herein.
The Assignor will confer with the Administrative Agent before the date specified
in Item 5 of Schedule 1 to determine if the Assignment Agreement will become
effective on such date pursuant to Section 3 hereof, and will confer with the
Administrative Agent to determine, the Effective Date pursuant to Section 3
hereof if it occurs thereafter. The Assignor shall notify the Administrative
Agent if the Assignment Agreement does not become effective on any proposed
Effective Date as a result of the failure to satisfy the conditions, precedent
agreed to by the Assignor and the Assignee. At the request of the Administrative
Agent, the Assignor will give the Administrative Agent written confirmation of
the satisfaction of the conditions precedent.


                                        3
<PAGE>

     5. The Assignor or the Assignee shall pay to the Administrative Agent on or
before the Effective Date the processing fee of $3,500 required by Section
12.3.2. of the Credit Agreement.

     6. If Notes are outstanding on the Effective Date, the Assignor and the
Assignee request and direct that the Administrative Agent prepare and cause the
Borrower to execute and deliver new Notes or, as appropriate, replacement Notes,
to the Assignor and the Assignee. The Assignor and, if applicable, the Assignee
each agree to deliver to the Administrative Agent the original Notes received by
it from the Borrower upon its receipt of new Notes in the appropriate amount.

     7. The Assignee advises the Administrative Agent that its notice and
payment instructions are set forth in the attachment to Schedule 1.

     8. The Assignee hereby represents and warrants that none of the funds,
monies, assets or other consideration being used to make the purchase pursuant
to the Assignment are "plan assets" as defined under ERISA and that its rights,
benefits, and interests in and under the Loan Documents will not be "plan
assets" under ERISA.

     9. The Assignee authorizes the Administrative Agent to act as its
contractual representative under the Loan Documents in accordance with the terms
thereof. The Assignee acknowledges that the Administrative Agent has no duty to
supply information with respect to the Borrower or the Loan Documents to the
Assignee until the Assignee becomes a party to the Credit Agreement.*

NAME OF ASSIGNOR                        NAME OF ASSIGNEE


By:                                     By:
    ---------------------------------      -------------------------------------
Title:                                  Title:
      -------------------------------          ---------------------------------


ACKNOWLEDGED AND CONSENTED TO BY        ACKNOWLEDGED AND CONSENTED TO BY
BANK OF AMERICA, NA., AS                THE TJX COMPANIES, INC.
ADMINISTRATIVE AGENT, SWING LINE
LENDER AND AS AN ISSUING LENDER


By:                                     By:
    ---------------------------------       ------------------------------------
Title:                                  Title
       ------------------------------         ----------------------------------


ACKNOWLEDGED AND CONSENTED TO BY        ACKNOWLEDGED AND CONSENTED TO BY
THE BANK OF NEW YORK, AS AN             JPMORGAN CHASE BANK, NATIONAL
ISSUING LENDER                          ASSOCIATION, AS AN ISSUING LENDER


By:                                     By:
   ----------------------------------       ------------------------------------
Title:                                  Title:
      -------------------------------          ---------------------------------

       [Attach photocopy of Schedule 1 to Assignment as Schedule 1 hereto]

----------
*    This paragraph may be eliminated if the Assignee is a party to the Credit
     Agreement prior to the Effective Date.


                                        4

<PAGE>

                                  EXHIBIT E TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

             Form of Loan/Credit Related Money Transfer Instruction

To Bank of America, N.A.,
as Administrative Agent (the "Administrative Agent")
under the Credit Agreement
Described Below.

Re:  5-Year Revolving Credit Agreement, dated as of May __, 2005 (as the same
     may be amended or modified, the "Credit Agreement"), among The TJX
     Companies, Inc., the financial institutions parties thereto (the
     "Lenders"), Bank of America, N.A., as administrative agent (the
     "Administrative Agent") JPMorgan Chase Bank, N.A. and The Bank of New York,
     as Syndication Agents, and Citizens Bank of Massachusetts, KeyBank National
     Association and Union Bank of California, N.A., as Documentation Agents.
     Terms used herein and not otherwise defined shall have the meanings
     assigned thereto in the Credit Agreement.

     The Administrative Agent is specifically authorized and directed to act
upon the following standing money transfer instructions with respect to the
proceeds of Advances or other extensions of credit from time to time until
receipt by the Administrative Agent of a specific written revocation of such
instructions by the Borrower signed by two Authorized Officers; provided,
however, that the Administrative Agent may otherwise transfer funds as hereafter
directed in writing by an Authorized Officer of the Borrower, it being
understood that any change in standing wire transfer instructions for the
transfer of funds shall only be made upon the written direction of two
Authorized Officers.

Facility Identification Number(s):   ___________________________

Customer/Account Name:               ___________________________

Transfer Funds To:                   ___________________________

                                     ___________________________

For Account No.:                     ___________________________

Reference/Attention To:              ___________________________

Authorized Officer
(Customer Representative) Date       ___________________________


-------------------------------------   ----------------------------------------
(Please Print)                          Signature


Bank Officer Name


-------------------------------------   ----------------------------------------
(Please Print)                          Signature

(Deliver Completed Form to Credit Support Staff For Immediate Processing)

<PAGE>

                                 EXHIBIT F-1 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                   Form of Syndicated Advance Borrowing Notice

                                     [Date]

Bank of America, N.A., as Administrative Agent
1850 Gateway Boulevard
Concord, California 94520

Ladies and Gentlemen:

     The undersigned, The TJX Companies, Inc., refers to the 5-Year Revolving
Credit Agreement, dated as of May ___, 2005 (as amended, the "Credit Agreement",
the terms defined therein being used herein as therein defined), among the
undersigned, certain Lenders parties thereto, Bank of America, N.A., as
administrative agent (the "Administrative Agent"), JPMorgan Chase Bank, N.A. and
The Bank of New York, as Syndication Agents, and Citizens Bank of Massachusetts,
KeyBank National Association and Union Bank of California, N.A., as
Documentation Agents. The undersigned hereby gives you notice, irrevocably,
pursuant to Section 2.6 of the Credit Agreement that the undersigned hereby
requests a Syndicated Advance under the Credit Agreement, and in that connection
sets forth below the information relating to such Syndicated Advance (the
"Proposed Advance") as required by Section 2.6 of the Credit Agreement:

     (a)  The Borrowing Date for the Proposed Advance is _______________, 200__.

     (b)  The aggregate amount of the Proposed Advance is ___________.

     (c)  The Proposed Advance is to be [a Floating Rate Advance] [a Eurodollar
          Advance].

     (d)  The Interest Period for the Proposed Advance is _____ months.*

     The undersigned hereby certifies that the following statements are true on
     the date of the Proposed Advance:

     (A) The representations and warranties contained in Article V of the Credit
Agreement are correct in all material respects, before and after giving effect
to the Proposed Advance and to the application of the proceeds therefrom, as
though made on and as of such date (other than the representation and warranty
set forth in Section 5.5 of the Credit Agreement, which shall only be made by
the Borrower as of the date of the Credit Agreement), except to the extent any
such representation or warranty is stated to relate solely to an earlier date;
and

----------
*    To be included if the Proposed Advance is to be a Eurodollar Advance.

<PAGE>

     (B) No Default or Unmatured Default has occurred and is continuing, or
would result from the Proposed Advance or from the application of the proceeds
therefrom.

                                        Very truly yours,

                                        THE TJX COMPANIES, INC.


                                        By
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        2

<PAGE>

                                 EXHIBIT F-2 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                       Form of Swing Line Borrowing Notice

                                     [Date]

Bank of America, N.A., as Administrative Agent
1850 Gateway Boulevard
Concord, California 94520

Ladies and Gentlemen:

     The undersigned, The TJX Companies, Inc., refers to the 5-Year Revolving
Credit Agreement, dated as of May ___, 2005 (as amended, the "Credit Agreement",
the terms defined therein being used herein as therein defined), among the
undersigned, certain Lenders parties thereto, Bank of America, N.A., as
administrative agent (the "Administrative Agent"), JPMorgan Chase Bank, N.A.,
and The Bank of New York, as Syndication Agents, and Citizens Bank of
Massachusetts, KeyBank National Association and Union Bank of California, N.A.,
as Documentation Agents. The undersigned hereby gives you notice, irrevocably,
pursuant to Section 2.9 of the Credit Agreement that the undersigned hereby
requests a Swing Line Loan under the Credit Agreement, and in that connection
sets forth below the information relating to such Swing Line Loan (the "Proposed
Advance") as required by Section 2.9 of the Credit Agreement:

     (a)  The Borrowing Date for the Proposed Advance is ______________, 200_.

     (b)  The aggregate amount of the Proposed Advance is ______________.

     The undersigned hereby certifies that the following statements are true on
the date of the Proposed Advance:

     (A) The representations and warranties contained in Article V of the Credit
Agreement are correct in all material respects, before and after giving effect
to the Proposed Advance and to the application of the proceeds therefrom, as
though made on and as of such date (other than the representation and warranty
set forth in Section 5.5 of the Credit Agreement, which shall only be made by
the Borrower as of the date of the Credit Agreement), except to the extent any
such representation or warranty is stated to relate solely to an earlier date;
and

     (B) No Default or Unmatured Default has occurred and is continuing, or
would result from the Proposed Advance or from the application of the proceeds
therefrom.

                                        Very truly yours,

                                        THE TJX COMPANIES, INC.


                                        By
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

<PAGE>

                                  EXHIBIT G TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                            Form of Prepayment Notice

                                     [Date]

Bank of America, N.A., as Administrative Agent
1850 Gateway Boulevard
Concord, California 94520

Ladies and Gentlemen:

     The undersigned, The TJX Companies, Inc., refers to the 5-Year Revolving
Credit Agreement, dated as of May ___, 2005 (as amended, the "Credit Agreement",
the terms defined therein being used herein as therein defined), among the
undersigned, certain Lenders parties thereto, Bank of America, N.A., as
administrative agent (the "Administrative Agent"), JPMorgan Chase Bank, N.A.,
and The Bank of New York, as Syndication Agents, and Citizens Bank of
Massachusetts, KeyBank National Association and Union Bank of California, N.A.,
as Documentation Agents. The undersigned hereby gives you notice, irrevocably,
pursuant to Section 2.5 of the Credit Agreement that the undersigned hereby
elects to:

     prepay the Floating Rate Loans comprising part of the same Syndicated
Advance in aggregate principal amount of $_________ on _________, ___.

     prepay a Eurodollar Advance in aggregate principal amount of $____________
and with a current Interest Period ending ____________, ______, on ____________,
______.

                                        Very truly yours,

                                        THE TJX COMPANIES, INC.


                                        By
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

----------
*    Include one or more of the following, as applicable.

<PAGE>

                                  EXHIBIT H TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                     Form of Continuation/Conversion Notice

                                     [Date]

Bank of America N.A., as Administrative Agent
1850 Gateway Boulevard
Concord, California 94520

Ladies and Gentlemen:

     The undersigned, The TJX Companies, Inc., refers to the 5-Year Revolving
Credit Agreement, dated as of May ___, 2005 (as amended, the "Credit Agreement",
the terms defined therein being used herein as therein defined), among the
undersigned, certain Lenders parties thereto, Bank of America, N.A., as
administrative agent (the "Administrative Agent"), JPMorgan Chase Bank, N.A. and
The Bank of New York, as Syndication Agents, and Citizens Bank of Massachusetts,
KeyBank National Association and Union Bank of California, N.A., as
Documentation Agents. The undersigned hereby gives you notice, irrevocably,
pursuant to Section 2.7 of the Credit Agreement that the undersigned hereby
elects to:

     convert a Floating Rate Advance in aggregate principal amount of $ ___ to a
Eurodollar Advance on ______, ___. The initial Interest Period for such
Eurodollar Advance is requested to be ______ month[s].

     convert a Eurodollar Advance in aggregate principal amount of $ ______and
with a current Interest Period ending ____________, ______, to a Floating Rate
Advance on _________, ___.

     continue a Eurodollar Advance in aggregate principal amount of $ ___and
with a current Interest Period ending _________, ___, as a Eurodollar Advance.
The succeeding Interest Period is requested to be ______month[s].

                                        Very truly yours,

                                        THE TJX COMPANIES, INC.


                                        By
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

----------
*    Include one or more of the following, as applicable.

<PAGE>

                                  EXHIBIT I TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                          Form of Designation Agreement

                             Dated _________, 200___

     Reference is made to the 5-Year Revolving Credit Agreement dated as of May
___, 2005 (as Amended or otherwise modified from time to time, the "Credit
Agreement") among The TJX Companies, Inc., a Delaware corporation (the
"Borrower"), the financial institutions named therein (the "Lenders"), Bank of
America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A. and The Bank
of New York, as Syndication Agents, and Citizens Bank of Massachusetts, KeyBank
National Association and Union Bank of California, N.A., as Documentation
Agents. Terms defined in the Credit Agreement are used herein as therein
defined.

     ___________________ (the "Designator"), __________________________ (the
"Designee"), and the Borrower, agree as follows:

     1. The Designator hereby designates the Designee, and the Designee hereby
accepts such designation, as its Designated Lender under the Credit Agreement.

     2. The Designator makes no representations or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under the
Credit Agreement or any other instrument or document furnished pursuant thereto.

     3. The Designee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Article 5 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Designation Agreement; (ii) agrees that it will, independently and without
reliance upon the Agent, the Designator or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking any action it may be
permitted to take under the Credit Agreement; (iii) confirms that it is an
Eligible Designee; (iv) appoints and authorizes the Designator as its
administrative agent and attorney-in-fact and grants the Designator an
irrevocable power of attorney to receive payments made for the benefit of the
Designee under the Credit Agreement and to deliver and receive all
communications and notices under the Credit Agreement, if any, that Designee is
obligated to deliver or has the right to receive thereunder; (v) acknowledges
that it is subject to and bound by the confidentiality provisions of the Credit
Agreement (except as permitted under Section 9.14 thereof); and (vi)
acknowledges that the Designator retains the sole right and responsibility to
vote under the Credit Agreement, including, without limitation, the right to
approve any amendment, modification or waiver of any provision of the Credit
Agreement, and agrees that the Designee shall be bound by all such votes,
approvals, amendments, modifications and waivers and all other agreements of the
Designator pursuant to or in connection with the Credit Agreement, all subject
to Section 8.2 of the Credit Agreement.

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

<PAGE>

     5. Upon such acceptance and recording by the Administrative Agent, as of
the Effective Date(a) the Designee shall have the right to make Loans as a
Lender pursuant to Section 2.1 or 2.9 of the credit Agreement and the rights of
a Lender related thereto and (b) the making of any such Loans by the Designee
shall satisfy the obligations of the Designator under the Credit Agreement to
the same extent, and as if, such Loans were made by the Designator.

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

<PAGE>

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

Effective Date(1):

                                        [NAME OF DESIGNATOR]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        [NAME OF DESIGNEE]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        THE TJX COMPANIES, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

Accepted and Approved this
_______ day of _____, __

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


By:
    ---------------------------------
Title:
       ------------------------------

----------
(1)  This date should be no earlier than the date of acceptance by the
     Administrative Agent.