<PAGE>
                                                                  EXECUTION COPY

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

                                PITNEY BOWES INC.

                      The SUBSIDIARY BORROWERS Party Hereto

                                   ----------

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                 $1,500,000,000

                            Dated as of May 19, 2006

                                   ----------

                           JPMORGAN CHASE BANK, N.A.,
                             as Administrative Agent

                                   ----------

         J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC.,
                  as Joint Lead Arrangers and Joint Bookrunners

                         CITIGROUP GLOBAL MARKETS INC.,
                              as Syndication Agent

                   ABN AMRO BANK N.V., BANK OF AMERICA, N.A.,
              BARCLAYS BANK PLC and DEUTSCHE BANK SECURITIES INC.,
                             as Documentation Agents

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

<PAGE>

                                       (i)


                                TABLE OF CONTENTS

     This Table of Contents is not part of the Agreement to which it is attached
but is inserted for convenience of reference only.

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Section 1. Definitions and Accounting Matters.............................    1
   1.01  Certain Defined Terms............................................    1
   1.02  Accounting Terms and Determinations..............................   19
   1.03  Classes and Types of Loans.......................................   20
   1.04  Currencies; Currency Equivalents.................................   20

Section 2. Commitments, Loans, Notes and Prepayments......................   20
   2.01  Syndicated Loans.................................................   20
   2.02  Borrowings of Syndicated Loans...................................   21
   2.03  Competitive Bid Option...........................................   21
   2.04  Changes of Commitments...........................................   25
   2.05  Certain Fees.....................................................   25
   2.06  Lending Offices..................................................   26
   2.07  Several Obligations; Remedies Independent........................   26
   2.08  Evidence of Debt.................................................   26
   2.09  Optional Prepayments and Conversions or Continuations of Loans...   28
   2.10  Increase in Commitments..........................................   28
   2.11  Letters of Credit................................................   29
   2.12  Mandatory Prepayments in respect of Currency Fluctuations........   33
   2.13  Extension of Commitment Termination Date.........................   34

Section 3. Payments of Principal and Interest.............................   35
   3.01  Repayment of Loans...............................................   35
   3.02  Interest.........................................................   35

Section 4. Payments; Pro Rata Treatment; Computations; Etc................   36
   4.01  Payments.........................................................   36
   4.02  Pro Rata Treatment...............................................   38
   4.03  Computations.....................................................   39
   4.04  Minimum Amounts..................................................   39
   4.05  Certain Notices..................................................   39
   4.06  Non-Receipt of Funds by the Administrative Agent.................   40
   4.07  Sharing of Payments, Etc.........................................   41

Section 5. Yield Protection, Etc..........................................   42
</TABLE>

<PAGE>

                                      (ii)


<TABLE>
<S>                                                                          <C>
   5.01  Additional Costs.................................................   42
   5.02  Limitation on Types of Loans.....................................   44
   5.03  Illegality.......................................................   45
   5.04  Compensation.....................................................   45
   5.05  Taxes............................................................   46
   5.06  Replacement of Banks.............................................   48
   5.07  Additional Costs in Respect of Letters of Credit.................   49

Section 6. Conditions Precedent...........................................   50
   6.01  Initial Loan.....................................................   50
   6.02  Initial and Subsequent Loans.....................................   51

Section 7. Representations and Warranties.................................   51
   7.01  Corporate Existence..............................................   52
   7.02  Financial Condition..............................................   52
   7.03  Litigation ......................................................   52
   7.04  No Breach .......................................................   52
   7.05  Action ..........................................................   53
   7.06  Approvals .......................................................   53
   7.07  ERISA ...........................................................   53
   7.08  Taxes ...........................................................   53
   7.09  Investment Company Act...........................................   53
   7.10  Environmental Matters............................................   53
   7.11  Use of Credit....................................................   54
   7.12 Representations and Warranties of Subsidiary Borrowers............   54

Section 8. Covenants of the Company.......................................   55
   8.01  Financial Statements, Etc........................................   55
   8.02  Existence, Etc...................................................   56
   8.03  Insurance........................................................   57
   8.04  Prohibition of Fundamental Changes...............................   57
   8.05  Limitation on Liens..............................................   58
   8.06  Use of Proceeds..................................................   60
   8.07  Lines of Business................................................   60

Section 9. Events of Default .............................................   60

Section 10. The Administrative Agent......................................   63
   10.01 Appointment, Powers and Immunities...............................   63
   10.02 Reliance by Administrative Agent.................................   64
   10.03 Defaults.........................................................   64
   10.04 Rights as a Bank.................................................   65
</TABLE>

<PAGE>

                                      (iii)


<TABLE>
<S>                                                                          <C>
   10.05 Indemnification..................................................   65
   10.06 Non-Reliance on Administrative Agent and Other Banks.............   65
   10.07 Failure to Act...................................................   66
   10.08 Resignation or Removal of Administrative Agent...................   66
   10.09 Other Agents.....................................................   66

Section 11. Miscellaneous.................................................   66
   11.01 Waiver ..........................................................   66
   11.02 Notices..........................................................   67
   11.03 Expenses, Etc....................................................   67
   11.04 Amendments, Etc..................................................   68
   11.05 Successors and Assigns...........................................   68
   11.06 Assignments and Participations...................................   68
   11.07 Survival.........................................................   71
   11.08 Captions.........................................................   71
   11.09 Counterparts; Integration; Effectiveness.........................   72
   11.10 Governing Law; Submission to Jurisdiction; Service of Process....   72
   11.11 Waiver of Jury Trial.............................................   72
   11.12 Confidentiality..................................................   72
   11.13 Designation of Subsidiary Borrowers..............................   73
   11.14 Judgment Currency................................................   75
   11.15 USA PATRIOT Act..................................................   76
   11.16 Waivers of Certain Notices under Existing Credit Agreements......   76
   11.17 Appointment of Company as Agent..................................   76

Section 12. Guarantee.....................................................   77
   12.01 Guarantee........................................................   77
   12.02 Obligations Unconditional........................................   77
   12.03 Reinstatement....................................................   78
   12.04 Subrogation......................................................   78
   12.05 Remedies.........................................................   79
   12.06 Continuing Guarantee.............................................   79
</TABLE>

<PAGE>

                                      (iv)


ANNEX 1   Commitments
ANNEX 2   Mandatory Costs

SCHEDULE 8.05 Existing Liens

EXHIBIT A-1 - Form of Syndicated Note
EXHIBIT A-2 - Form of Money Market Note
EXHIBIT B - Form of Opinion of Counsel for the Borrowers
EXHIBIT C - Form of Opinion of Special New York Counsel to JPMCB
EXHIBIT D - Form of Money Market Quote Request
EXHIBIT E - Form of Money Market Quote
EXHIBIT F - Form of Assignment and Assumption
EXHIBIT G - Form of Subsidiary Borrower Designation
EXHIBIT F - Form of Subsidiary Borrower Termination Notice

<PAGE>

          AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 19, 2006 among
PITNEY BOWES INC., a corporation duly organized and validly existing under the
laws of the State of Delaware (the "Company"); each SUBSIDIARY BORROWER party
hereto (or that shall become party hereto from time to time pursuant to Section
11.13 hereof); the BANKS (as hereinafter defined) party hereto; and JPMORGAN
CHASE BANK, N.A., as Administrative Agent (the "Administrative Agent").

          The Company, certain lenders and JPMorgan Chase Bank, N.A. (f/k/a
JPMorgan Chase Bank), as administrative agent thereunder, are parties to the
5-Year Credit Agreement dated as of May 21, 2004 (as amended and in effect
immediately prior to the effectiveness of this Agreement, the "Existing 5-Year
Credit Agreement").

          The Company and all of the lenders party to the Existing 5-Year Credit
Agreement desire to amend the Existing 5-Year Credit Agreement in certain
respects and to restate in its entirety the Existing 5-Year Credit Agreement, as
so amended, and certain new lenders desire to become party hereto, and
accordingly, the parties hereto hereby agree to amend the Existing 5-Year Credit
Agreement and to restate the Existing 5-Year Credit Agreement, as so amended, in
its entirety, effective as of the Effective Date (as hereinafter defined), and
otherwise agree, as follows:

          Section 1. Definitions and Accounting Matters.

          1.01 Certain Defined Terms. As used herein, the following terms shall
have the following meanings (all terms defined in this Section 1.01 or in other
provisions of this Agreement in the singular to have the same meanings when used
in the plural and vice versa):

          "Absolute Rate" shall have the meaning assigned to such term in
Section 2.03(c)(ii)(D) hereof.

          "Absolute Rate Auction" shall mean a solicitation of Money Market
Quotes setting forth Absolute Rates pursuant to Section 2.03 hereof.

          "Absolute Rate Loans" shall mean Money Market Loans, the interest
rates on which are determined on the basis of Absolute Rates pursuant to an
Absolute Rate Auction.

          "Additional Bank" shall have the meaning assigned to such term in
Section 2.10(a) hereof.

          "Additional Commitment Bank" shall mean any Person that agrees to
provide a Commitment or (in the case of an existing Bank) agrees to increase the
amount of its Commitment pursuant to Section 2.13 hereof, with the consent of
the Administrative Agent (such consent not to be unreasonably withheld or
delayed).

                      Amended and Restated Credit Agreement

<PAGE>

                                      -2-


          "Additional Costs" shall have the meaning assigned to such term in
Section 5.01 hereof.

          "Administrative Agent" shall have the meaning assigned to such term in
the preamble to this Agreement.

          "Administrative Agent's Account" shall mean, for each Currency, an
account in respect of such Currency designated by the Administrative Agent in a
notice to the Company and the Banks.

          "Administrative Questionnaire" shall mean an Administrative
Questionnaire in the form supplied by the Administrative Agent.

          "Advance Date" shall have the meaning assigned to such term in Section
4.06 hereof.

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

          "Agreed Foreign Currency" shall mean, at any time, any of Pounds
Sterling, euros and, with the agreement of each Multicurrency Bank and the
Company, any other Foreign Currency, so long as, in respect of any such
specified Currency or other Foreign Currency, at such time (a) such Currency is
dealt with in the London interbank deposit market, (b) such Currency is freely
transferable and convertible into Dollars in the London foreign exchange market
and (c) no authorization of any Governmental Authority in the country of issue
of such Currency (including, in the case of the euro, any authorization by the
European Central Bank) is required to permit use of such Currency by any
Multicurrency Bank for making any Loan hereunder and/or to permit any Borrower
to borrow and repay the principal thereof and to pay the interest thereon,
unless such authorization has been obtained and is in full force and effect.

          "Applicable Additional Margin" shall mean, for any Commitment
Utilization Day, the rate per annum specified under the caption "Applicable
Additional Margin" in the table contained in the definition of "Applicable Rate"
in this Section or otherwise determined in accordance with such definition.

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

          "Applicable Lending Office" shall mean, for each Bank and for each
Type and Currency of Loan, the "Lending Office" of such Bank (or of an Affiliate
of such Bank) designated for such Type and Currency of Loan in such Bank's
Administrative Questionnaire or such other office of such Bank (or of an
Affiliate of such Bank) as such Bank may from time to

<PAGE>

                                      -3-


time specify to the Administrative Agent and the Company as the office by which
its Loans of such Type and Currency are to be made and maintained.

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

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

          "Applicable Rate" shall mean, for any day, with respect to any
Eurocurrency Loan or with respect to the facility fees and letter of credit fees
payable hereunder, as the case may be, the applicable rate per annum set forth
below under the caption "Eurocurrency Spread", "Facility Fee Rate", "Letter of
Credit Fee Rate" or "Applicable Additional Margin", respectively, based upon the
applicable Moody's Rating and/or Standard & Poor's Rating, on such date:

<TABLE>
<CAPTION>
                                   Eurocurrency   Facility   Letter of Credit   Applicable Additional
Standard & Poor's/Moody's Rating      Spread      Fee Rate       Fee Rate               Margin
--------------------------------   ------------   --------   ----------------   ---------------------
<S>                                <C>            <C>        <C>                <C>
           Category 1
        AA-/Aa3 or higher              0.13%       0.045%          0.13%                   0%

           Category 2
              A+/A1                    0.15%        0.05%          0.20%                0.05%

           Category 3
              A/A2                    0.165%        0.06%         0.215%                0.05%

           Category 4
              A-/A3                    0.18%        0.07%          0.23%                0.05%

           Category 5
            BBB+/Baa1                  0.22%        0.08%          0.27%                0.05%

           Category 6
 lower than BBB+/Baa1 or unrated      0.375%       0.125%         0.425%                0.05%
</TABLE>

          For purposes of the foregoing, (i) if either Moody's or Standard &
Poor's shall not have in effect a Moody's Rating or a Standard & Poor's Rating,
as the case may be (other than by reason of the circumstances referred to in the
last sentence of this definition), then the Applicable Rate shall be based upon
the remaining rating, (ii) if the Moody's Rating and the Standard & Poor's
Rating shall fall within different Categories, the Applicable Rate shall be

<PAGE>

                                      -4-


based on the higher of the two ratings unless one of the two ratings is two or
more Categories lower than the other, in which case, the Applicable Rate shall
be determined by reference to the Category next above that of the lower of the
two ratings, and (iii) if the Moody's Rating and the Standard & Poor's Rating
established or deemed to have been established by Moody's and Standard & Poor's,
respectively, shall be changed (other than as a result of a change in the rating
system of Moody's or Standard & Poor's), such change shall be effective as of
the date on which it is first announced by the applicable rating agency. Each
change in the Applicable Rate shall apply during the period commencing on the
effective date of such change and ending on the date immediately preceding the
effective date of the next such change. If the rating system of Moody's or
Standard & Poor's shall change, or if either such rating agency shall cease to
be in the business of providing insurance ratings, the Company and the Banks
shall negotiate in good faith to amend this definition to reflect such changed
rating system or the unavailability of ratings from such rating agency and,
pending the effectiveness of any such amendment, the Applicable Rate shall be
determined by reference to the rating most recently in effect prior to such
change or cessation.

          "Approved Fund" shall mean any Person (other than a natural person)
that is engaged in making, purchasing, holding or investing in bank loans and
similar extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Bank, (b) an Affiliate of a Bank or (c) an
entity or an Affiliate of an entity that administers or manages a Bank.

          "Assignment and Assumption" shall mean an agreement substantially in
the form of Exhibit F hereto or any other form approved by the Administrative
Agent.

          "Availability Period" shall mean the period from and including the
Effective Date to but not including the Commitment Termination Date.

          "Bankruptcy Code" shall mean the United States Bankruptcy Code of
1978, as amended from time to time.

          "Bankruptcy Laws" shall mean the Bankruptcy Code and any other law
relating to bankruptcy, insolvency, reorganization, winding-up, or composition
or adjustment of debts.

          "Banks" shall mean, collectively, the Dollar Banks and the
Multicurrency Banks.

          "Base Rate" shall mean, for any day, a rate per annum equal to the
higher of (a) the Federal Funds Rate for such day plus 0.50% and (b) the Prime
Rate for such day. Each change in any interest rate provided for herein based
upon the Base Rate resulting from a change in the Base Rate shall take effect at
the time of such change in the Base Rate.

          "Base Rate Loans" shall mean Syndicated Loans that bear interest at
rates based upon the Base Rate.

          "Borrower" shall mean any of the Company and the Subsidiary Borrowers,
as the context may require, and "Borrowers" shall mean all of the foregoing.

<PAGE>

                                      -5-


          "Business Day" shall mean any day (a) on which commercial banks are
not authorized or required to close in New York City, (b) if such day relates to
the giving of notices or quotes in connection with a LIBOR Auction or to a
borrowing of, a payment or prepayment of principal of or interest on, or a
Conversion of or into, or an Interest Period for, a Eurocurrency Loan or a LIBOR
Market Loan or a notice by any Borrower with respect to any such borrowing,
payment, prepayment, Conversion or Interest Period, that is also a day on which
dealings in deposits denominated in the Currency of such borrowing are carried
out in the London interbank market and (c) if such day relates to a borrowing
of, a payment or prepayment of principal of or interest on, or an Interest
Period for, a Eurocurrency Loan denominated in any Foreign Currency, or a notice
by any Borrower with respect to any such borrowing, payment, prepayment, or
Interest Period, that is also a day on which commercial banks and the London
foreign exchange market settle payments in the Principal Financial Center for
such Foreign Currency.

          "Capital Lease Obligations" shall mean, for any Person, all
obligations of such Person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) Property to the extent such
obligations are required to be classified and accounted for as a capital lease
on a balance sheet of such Person under GAAP, and, for purposes of this
Agreement, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP.

          "Change in Tax Law" shall mean, with respect to any Person, a change
in or amendment to the Code or a change in, or amendment to, or the entering
into of, an income tax treaty between the United States of America and the
jurisdiction where such Person is a tax resident, or a change in or amendment to
the United States of America treasury regulations, in each case that occurred
after such Person became a party to this Agreement.

          "Class", when used in reference to any Loan, refers to whether
Syndicated Loans are issued under the Dollar Commitments or the Multicurrency
Commitments or whether such Loans are Money Market Loans; when used in reference
to any Bank, refers to whether such Bank is a Dollar Bank or a Multicurrency
Bank; and, when used in reference to any Commitment, refers to whether such
Commitment is a Dollar Commitment or Multicurrency Commitment. The "Class" of a
Letter of Credit refers to whether such Letter of Credit is issued under the
Dollar Commitments or the Multicurrency Commitments.

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

          "Commitments" shall mean, collectively, the Dollar Commitments and the
Multicurrency Commitments.

          "Commitment Increase Date" shall have the meaning assigned to such
term in Section 2.10(b) hereof.

          "Commitment Termination Date" shall mean May 19, 2011; provided that
(a) if such date is not a Business Day, the Commitment Termination Date shall be
the immediately preceding Business Day and (b) with respect to any Bank, the
Commitment of which has been

<PAGE>

                                       -6-


extended pursuant to Section 2.13 hereof, the Commitment Termination Date shall
be the date to which such Commitment has been so extended.

          "Commitment Utilization Day" shall mean (a) so long as any Commitments
hereunder are in effect, each day that the sum of the aggregate outstanding
principal amount of the Syndicated Loans and the aggregate LC Exposures exceeds
50% of the Commitments and (b) following the termination of the Commitments
hereunder, each day on which any Syndicated Loans are outstanding hereunder.

          "Company" shall have the meaning assigned to such term in the preamble
to this Agreement.

          "Consolidated Net Tangible Assets" shall have the meaning assigned to
such term in Section 8.05 hereof.

          "Continuation" and "Continued" shall refer to the continuation
pursuant to Section 2.09 hereof of a Eurocurrency Loan of a Class denominated in
one Currency as a Eurocurrency Loan of such Class denominated in the same
Currency from one Interest Period to the next Interest Period for such Loan.

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

          "Conversion" and "Converted" shall refer to a conversion pursuant to
Section 2.09 hereof of one Type of Syndicated Loan of a Class denominated in
Dollars into another Type of Syndicated Loan of such Class denominated in
Dollars, which may be accompanied by the transfer by a Bank (at its sole
discretion) of a Loan from one Applicable Lending Office to another.

          "Credit Exposure" shall mean, with respect to any Bank at any time,
the sum of the outstanding principal amount of such Bank's Dollar Credit
Exposure and Multicurrency Credit Exposure at such time.

          "Currency" shall mean the lawful currency of any country.

          "Default" shall mean an Event of Default or an event that with notice
or lapse of time or both would become an Event of Default.

          "Dollar Bank" shall mean the Persons listed on Annex 1 hereto as
having Dollar Commitments and any other Person that shall have become a party
hereto pursuant to an Assignment and Assumption or other instrument that
provides for it to assume a Dollar Commitment or to acquire Dollar Credit
Exposure, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption.

<PAGE>

                                       -7-


          "Dollar Commitment" shall mean, with respect to each Dollar Bank, the
commitment of such Dollar Bank to make Syndicated Loans, and to acquire
participations in Letters of Credit, denominated in Dollars hereunder, expressed
as an amount representing the maximum aggregate amount of such Bank's Dollar
Credit Exposure hereunder, as such commitment may be (a) reduced or increased
from time to time pursuant to Section 2.04 hereof, (b) increased from time to
time pursuant to Section 2.10 hereof and (c) reduced or increased from time to
time pursuant to assignments by or to such Bank pursuant to Section 11.06
hereof. The initial amount of each Bank's Dollar Commitment is set forth on
Annex 1 hereto, or in the Assignment and Assumption or other instrument pursuant
to which such Dollar Bank shall have assumed its Dollar Commitment, as
applicable. The initial aggregate amount of the Dollar Banks' Dollar Commitments
is $35,000,000.

          "Dollar Credit Exposure" shall mean, with respect to any Dollar Bank
at any time, the sum of the outstanding principal amount of such Dollar Bank's
Syndicated Loans and its LC Exposure at such time made or incurred under the
Dollar Commitments.

          "Dollar Equivalent" shall mean, with respect any Syndicated Loan
denominated in any Foreign Currency, the amount of Dollars that would be
required to purchase the amount of the Foreign Currency of such Syndicated Loan
on the date two Business Days prior to the first day of the then current
Interest Period for such Syndicated Loan (or, in the case of any determination
made under Section 2.12 hereof or redenomination under the last sentence of
Section 4.01(a) hereof, on the date of determination or redenomination therein
referred to), based upon the spot selling rate at which the Administrative Agent
offers to sell such Foreign Currency for Dollars in the London foreign exchange
market at approximately 11:00 a.m., London time, for delivery two Business Days
later.

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

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

          "Domestic Subsidiary" shall mean any Subsidiary of the Company that is
organized under the laws of any State of the United States of America (including
the District of Columbia).

          "Domestic Subsidiary Borrower" shall mean any Subsidiary Borrower that
is a Domestic Subsidiary.

          "Effective Date" shall mean the date on which all of the conditions
set forth in Section 6.01 hereof shall have been satisfied or waived by the
Banks.

          "Environmental Laws" shall mean any and all present and future
Federal, state, local and foreign laws, rules or regulations, and any orders or
decrees, in each case as now or

<PAGE>

                                       -8-


hereafter in effect, relating to the regulation or protection of human health,
safety or the environment or to emissions, discharges, releases or threatened
releases of pollutants, contaminants, chemicals or toxic or hazardous substances
or wastes into the indoor or outdoor environment, including, without limitation,
ambient air, soil, surface water, ground water, wetlands, land or subsurface
strata, or otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of pollutants, contaminants,
chemicals or toxic or hazardous substances or wastes.

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

          "ERISA Affiliate" shall mean any corporation or trade or business that
is a member of any group of organizations (i) described in Section 414(b) or (c)
of the Code of which the Company is a member and (ii) solely for purposes of
potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11) of
the Code and the lien created under Section 302(f) of ERISA and Section 412(n)
of the Code, described in Section 414(m) or (o) of the Code of which the Company
is a member.

          "euro" shall mean the single currency of Participating Member States
of the European Union.

          "Eurocurrency Loans" shall mean Syndicated Loans that bear interest at
rates based on rates referred to in the definition of "Eurocurrency Rate" in
this Section 1.01.

          "Eurocurrency Rate" shall mean, for any Fixed Rate Loan denominated in
any Currency for any Interest Period therefor, a rate per annum determined by
the Administrative Agent to be equal to:

          (a) the applicable rate appearing on the Screen at approximately 11:00
     a.m., London time, on the Quotation Date prior to the commencement of such
     Interest Period, as LIBOR for deposits denominated in such Currency with a
     maturity comparable to such Interest Period; or

          (b) if the Screen shall cease to be publicly available or if the
     information contained on the Screen, in the reasonable judgment of the
     Majority Banks (or, with respect to any Loan denominated in any Foreign
     Currency, the Majority Multicurrency Banks), shall cease accurately to
     reflect LIBOR (as reported by any publicly available source of similar
     market data selected by such Majority Banks that, in the reasonable
     judgment of such Majority Banks, accurately reflects LIBOR), the
     Eurocurrency Rate shall mean, with respect to any Fixed Rate Loan
     denominated in such Currency for any Interest Period, the arithmetic mean,
     as determined by the Administrative Agent, of the rate per annum (rounded
     upwards, if necessary, to the nearest 1/16 of 1%) quoted by each Reference
     Bank at approximately 11:00 a.m. London time (or as soon thereafter as
     practicable) two Business Days prior to the first day of the Interest
     Period for such Fixed Rate Loan for the offering by such Reference Bank to
     leading banks in the London interbank market of deposits in such Currency
     having a term comparable to such Interest Period and in an amount
     comparable to the principal amount of such Fixed Rate Loan to

<PAGE>

                                       -9-


     be made by such Reference Bank (or its Applicable Lending Office, as the
     case may be) for such Interest Period; provided that (i) if any Reference
     Bank is not participating in any Eurocurrency Loan, the Eurocurrency Rate
     for such Loan shall be determined by reference to the amount of the Loan
     which such Reference Bank would have made had it been participating in such
     Loans, (ii) in determining the Eurocurrency Rate with respect to any LIBOR
     Market Loan, each Reference Bank shall be deemed to have made a LIBOR
     Market Loan in an amount equal to $1,000,000, (iii) each Reference Bank
     agrees to use its best efforts to furnish timely information to the
     Administrative Agent for purposes of determining the Eurocurrency Rate and
     (iii) if any Reference Bank does not furnish such timely information for
     determination of the Eurocurrency Rate, the Administrative Agent shall
     determine such interest rate on the basis of timely information furnished
     by the remaining Reference Banks;

provided that such rate shall be adjusted to include, if applicable, as
reasonably determined by the Administrative Agent in accordance with Annex 2,
the Mandatory Costs.

          "Events of Default" shall have the meaning assigned to such term in
Section 9 hereof.

          "Excluded Taxes" shall mean, with respect to the Administrative Agent,
any Bank, any Issuing Bank or any other recipient of any payment to be made (a)
by or on account of any obligation of the Company or any Subsidiary Borrower,
(i) income or franchise taxes imposed on (or measured by) its net income, net
profit or net worth (however denominated), branch profits and franchise or
capital taxes imposed, in each case, by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Bank, in which its applicable
lending office is located and (ii) any branch profits taxes imposed by the
United States of America or any similar tax imposed by any other jurisdiction in
which the Company or any such Subsidiary Borrower that is a Domestic Subsidiary
is located; or (b) by or on account of any obligation of the Company or any
Domestic Subsidiary that is a Subsidiary Borrower, in the case of a Foreign Bank
(other than an assignee pursuant to a request by the Company under Section 5.06
hereof), any withholding tax that (i) is in effect and would apply to amounts
payable to such Foreign Bank (or SPC of such Foreign Bank) by the Company or any
such Domestic Subsidiary at the time such Foreign Bank becomes a party to this
Agreement (or at the time it designates a new lending office for purposes hereof
or transfers to an SPC pursuant to Section 11.06 hereof), other than any
withholding tax imposed on any payment by the Company or any such Domestic
Subsidiary to the extent that such Foreign Bank, in the case of a designation of
a new lending office (or its assignor, in the case of an assignment, or the
Granting Bank, in the case of a transfer to an SPC, as the case may be) was
entitled as a result of a Change in Tax Law, at the time of such designation (or
assignment or transfer, as the case may be), to receive such additional amounts
from the Company or any such Domestic Subsidiary with respect to any withholding
tax pursuant to Section 5.05(a) hereof, or (ii) is attributable to such Foreign
Bank's failure or inability (other than as a result of a Change in Tax Law) to
comply with Section 5.05(e) hereof.

          "Existing Credit Agreements" shall mean the Existing 5-Year Credit
Agreement and the Existing 364-Day Credit Agreement.

<PAGE>

                                      -10-


          "Existing 364-Day Credit Agreement" shall mean the First Amended and
Restated 364-Day Credit Agreement dated as of May 20, 2005 among the Company,
the lenders party thereto and JPMCB, as Administrative Agent (as amended and in
effect immediately prior to the Effective Date).

          "Existing 5-Year Credit Agreement" shall have the meaning assigned to
such term in the recitals of this Agreement.

          "Federal Funds Rate" shall mean, for any day, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) 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, as
published on the Business Day next succeeding such day by the Federal Reserve
Bank of New York or, if such rate is not so published for any Business Day, the
Federal Funds Rate for such Business Day shall be the average rate charged to
JPMCB on such Business Day on such transactions as determined by the
Administrative Agent.

          "Fixed Rate Loans" shall mean Eurocurrency Loans and LIBOR Market
Loans.

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

          "Foreign Currency" shall mean, at any time, any Currency other than
Dollars.

          "Foreign Currency Equivalent" shall mean, with respect to any amount
in Dollars, the amount of any Foreign Currency that could be purchased with such
amount of Dollars using the reciprocal of the foreign exchange rate(s) specified
in the definition of the term "Dollar Equivalent", as determined by the
Administrative Agent.

          "Foreign Subsidiary" shall mean any Subsidiary that is not a Domestic
Subsidiary.

          "Foreign Subsidiary Borrower" shall mean any Subsidiary Borrower that
is a Foreign Subsidiary.

          "GAAP" shall mean generally accepted accounting principles applied on
a basis consistent with those that, in accordance with the last sentence of
Section 1.02(a) hereof, are to be used in making the calculations for purposes
of determining compliance with this Agreement.

          "Governmental Authority" shall mean the government of the United
States of America or any other nation, or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity (including any federal or other
association of or with which any such nation may be a member or associated)
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

<PAGE>

                                      -11-


          "Granting Bank" shall have the meaning specified in Section 11.06(b)
hereof.

          "Guarantee" shall mean a guarantee, an endorsement, a contingent
agreement to purchase or to furnish funds for the payment or maintenance of, or
otherwise to be or become contingently liable under or with respect to, the
Indebtedness, other obligations, net worth, working capital or earnings of any
Person, or a guarantee of the payment of dividends or other distributions upon
the stock or equity interests of any Person, or an agreement to purchase, sell
or lease (as lessee or lessor) Property, products, materials, supplies or
services primarily for the purpose of enabling a debtor to make payment of such
debtor's obligations or an agreement to assure a creditor against loss, and
including, without limitation, causing a bank or other financial institution to
issue a letter of credit or other similar instrument for the benefit of another
Person, but excluding endorsements for collection or deposit in the ordinary
course of business. The terms "Guarantee" and "Guaranteed" used as a verb shall
have a correlative meaning.

          "Indebtedness" shall mean, for any Person: (a) obligations created,
issued or incurred by such Person for borrowed money (whether by loan, the
issuance and sale of debt securities or the sale of Property to another Person
subject to an understanding or agreement, contingent or otherwise, to repurchase
such Property from such Person); (b) obligations of such Person to pay the
deferred purchase or acquisition price of Property or services, other than trade
accounts payable (other than for borrowed money) arising, and accrued expenses
incurred, in the ordinary course of business so long as such trade accounts
payable are payable within 90 days of the date the respective goods are
delivered or the respective services are rendered; (c) Indebtedness of others
secured by a Lien on the Property of such Person, whether or not the respective
indebtedness so secured has been assumed by such Person; (d) obligations of such
Person in respect of letters of credit or similar instruments issued or accepted
by banks and other financial institutions for account of such Person; (e)
Capital Lease Obligations of such Person; and (f) Guarantees by such Person of
Indebtedness of others.

          "Indemnified Taxes" shall mean Taxes (including Other Taxes) imposed
on the Administrative Agent or any Bank on or with respect to any payment
hereunder or the execution, delivery or enforcement of this Agreement other than
Excluded Taxes.

          "Index Debt" shall mean senior, unsecured, long-term indebtedness for
borrowed money of the Company that is not guaranteed by any other Person or
subject to any other credit enhancement.

          "Interest Period" shall mean:

          (a) with respect to any Eurocurrency Loan, each period commencing on
     the date such Eurocurrency Loan is made or Converted from a Loan of another
     Type or (in the event of a Continuation) the last day of the next preceding
     Interest Period for such Loan and ending on the numerically corresponding
     day in the first, second, third, sixth or, if agreed by all of the Banks,
     ninth or twelfth calendar month thereafter, or any other period to which
     all the Banks have consented, as the applicable Borrower may select as
     provided in Section 4.05 hereof, provided that each Interest Period that
     commences on the last Business Day of a calendar month (or on any day for
     which there is no numerically

<PAGE>

                                      -12-


     corresponding day in the appropriate subsequent calendar month) shall end
     on the last Business Day of the appropriate subsequent calendar month;

          (b) with respect to any Absolute Rate Loan, the period commencing on
     the date such Absolute Rate Loan is made and ending on any Business Day not
     less than seven and not more than 360 days thereafter, as the applicable
     Borrower may select as provided in Section 2.03(b) hereof;

          (c) with respect to any LIBOR Market Loan, the period commencing on
     the date such LIBOR Market Loan is made and ending on the numerically
     corresponding day in the first, second, third, sixth, ninth or twelfth
     calendar month thereafter, as the applicable Borrower may select as
     provided in Section 2.03(b) hereof, provided that each Interest Period that
     commences on the last Business Day of a calendar month (or any day for
     which there is no numerically corresponding day in the appropriate
     subsequent calendar month) shall end on the last Business Day of the
     appropriate subsequent calendar month; and

          (d) with respect to any Base Rate Loan, the period commencing on the
     date such Base Rate Loan is made and ending on the earlier of the first
     Quarterly Date thereafter or the Commitment Termination Date.

          Notwithstanding the foregoing, (i) if any Interest Period for any Loan
would otherwise end after the Commitment Termination Date, such Interest Period
shall not be available hereunder for such period; (ii) each Interest Period that
would otherwise end on a day that is not a Business Day shall end on the next
succeeding Business Day (or, in the case of an Interest Period for a Fixed Rate
Loan, if such next succeeding Business Day falls in the next succeeding calendar
month, on the next preceding Business Day); and (iii) no Interest Period for any
Loan (other than a Base Rate Loan or an Absolute Rate Loan) shall have a
duration of less than one month and, if the Interest Period for any Fixed Rate
Loan would otherwise be a shorter period, such Loan shall not be available
hereunder for such period, provided that with respect to such portion of a Loan
denominated in a Foreign Currency as shall be scheduled to be repaid on the
Commitment Termination Date occurring within such one month period, an Interest
Period ending on the Commitment Termination Date shall be permissible.

          "Issuing Bank" shall mean each of JPMCB and each other Bank designated
by the Company as an "Issuing Bank" hereunder that has agreed to such
designation and has been approved as an "Issuing Bank" hereunder by the
Administrative Agent (such approval not to be unreasonably withheld or delayed),
each in its capacity as an issuer of Letters of Credit hereunder, and in each
case its successors in such capacity as provided in Section 2.11(j) hereof, so
long as such Person shall remain an Issuing Bank hereunder. Any Issuing Bank
may, in its discretion, arrange for one or more Letters of Credit to be issued
by Affiliates of such Issuing Bank, in which case the term "Issuing Bank" shall
include any such Affiliate with respect to Letters of Credit issued by such
Affiliate.

          "JPMCB" shall mean JPMorgan Chase Bank, N.A., and its successors.

<PAGE>

                                      -13-


          "LC Disbursement" shall mean a payment made by an Issuing Bank
pursuant to a Letter of Credit.

          "LC Exposure" shall mean, at any time, the sum of the Dollar LC
Exposure and the Multicurrency LC Exposure.

          "Letter of Credit" shall mean any letter of credit denominated in
Dollars or in any Agreed Foreign Currency issued pursuant to this Agreement.

          "Letter of Credit Documents" shall mean, with respect to any Letter of
Credit, collectively, any application therefor and any other agreements,
instruments, guarantees or other documents (whether general in application or
applicable only to such Letter of Credit) governing or providing for (a) the
rights and obligations of the parties concerned or at risk with respect to such
Letter of Credit or (b) any collateral security for any of such obligations,
each as the same may be modified and supplemented and in effect from time to
time.

          "LIBO Margin" shall have the meaning assigned to such term in Section
2.03(c)(ii)(C) hereof.

          "LIBOR" shall mean, for any Currency, the rate at which deposits
denominated in such Currency are offered to leading banks in the London
interbank market.

          "LIBOR Auction" shall mean a solicitation of Money Market Quotes
setting forth LIBO Margins based on the Eurocurrency Rate pursuant to Section
2.03 hereof.

          "LIBOR Market Loans" shall mean Money Market Loans the interest rates
on which are determined on the basis of Eurocurrency Rates pursuant to a LIBOR
Auction.

          "Lien" shall mean, with respect to any Property, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
Property. For purposes of this Agreement, a Person shall be deemed to own
subject to a Lien any Property that it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement (other than an operating lease)
relating to such Property.

          "Loan Documents" shall mean, collectively, this Agreement, the Notes,
the Letter of Credit Documents and the Subsidiary Borrower Designations, and
including (without duplication) the Subsidiary Borrower Loan Documents.

          "Loans" shall mean Syndicated Loans and Money Market Loans.

          "Local Time" shall mean, with respect to any Loan denominated in or
any payment to be made in any Currency, the local time in the Principal
Financial Center for the Currency in which such Loan is denominated or such
payment is to be made.

          "Majority Banks" shall mean, at any time, Banks having Credit
Exposures and unused Commitments representing more than 50% of the sum of the
aggregate Credit Exposures

<PAGE>

                                      -14-


of all of the Banks and the unused Commitments at such time. The Majority Banks
of a Class (which shall include the terms "Majority Dollar Banks" and "Majority
Multicurrency Banks") means Banks having Credit Exposures and unused Commitments
of such Class representing more than 50% of the sum of the aggregate Credit
Exposure of all of the Banks and the unused Commitments of such Class at such
time.

          "Mandatory Costs" shall mean the percentage rate per annum calculated
by the Administrative Agent in accordance with Annex 2 hereto.

          "Margin Stock" shall mean "margin stock" within the meaning of
Regulations U and X.

          "Material Adverse Effect" shall mean a material adverse effect on (a)
the Property, business, operations, financial condition, liabilities or
capitalization of the Company and its Subsidiaries taken as a whole, (b) the
ability of the Company to perform its obligations hereunder and under the other
Loan Documents, (c) the validity or enforceability of this Agreement or any of
the other Loan Documents, (d) the rights and remedies of the Banks, the Issuing
Banks and the Administrative Agent hereunder and under the other Loan Documents
or (e) the timely payment of the principal of or interest on the Loans, the LC
Disbursements or other amounts payable in connection therewith.

          "Money Market Borrowing" shall have the meaning assigned to such term
in Section 2.03(b) hereof.

          "Money Market Loan Limit" shall have the meaning assigned to such term
in Section 2.03(c)(ii) hereof.

          "Money Market Loans" shall mean the loans provided for by Section 2.03
hereof.

          "Money Market Notes" shall mean the promissory notes, if any, executed
and delivered pursuant to Section 2.08(c) or 2.08(f) hereof and all promissory
notes delivered in substitution or exchange therefor, in each case as the same
shall be modified and supplemented and in effect from time to time.

          "Money Market Quotation Date" shall have the meaning specified in
Section 2.03(b)(v) hereof.

          "Money Market Quote" shall mean an offer in accordance with Section
2.03(c) hereof by a Bank to make a Money Market Loan with one single specified
interest rate.

          "Money Market Quote Request" shall have the meaning assigned to such
term in Section 2.03(b) hereof.

          "Moody's" shall mean Moody's Investors Service, Inc.

          "Moody's Rating" shall mean, at any time, the then current rating by
Moody's of the Index Debt.

<PAGE>

                                      -15-


          "Multicurrency Bank" shall mean the Persons listed on Annex 1 hereto
as having Multicurrency Commitments and any other Person that shall have become
a party hereto pursuant to an Assignment and Assumption or other instrument that
provides for it to assume a Multicurrency Commitment or to acquire Multicurrency
Credit Exposure, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Assumption.

          "Multicurrency Commitment" shall mean, with respect to each
Multicurrency Bank, the commitment of such Multicurrency Bank to make Syndicated
Loans, and to acquire participations in Letters of Credit, denominated in
Dollars and in Agreed Foreign Currencies hereunder, expressed as an amount
representing the maximum aggregate amount of such Bank's Multicurrency Credit
Exposure hereunder, as such commitment may be (a) reduced or increased from time
to time pursuant to Section 2.04 hereof, (b) increased from time to time
pursuant to Section 2.10 hereof and (c) reduced or increased from time to time
pursuant to assignments by or to such Bank pursuant to Section 11.06 hereof. The
initial amount of each Bank's Multicurrency Commitment is set forth on Annex 1
hereto, or in the Assignment and Assumption or other instrument pursuant to
which such Bank shall have assumed its Multicurrency Commitment, as applicable.
The initial aggregate amount of the Multicurrency Banks' Multicurrency
Commitments is $1,465,000,000.

          "Multicurrency Credit Exposure" shall mean, with respect to any
Multicurrency Bank at any time, the sum of the outstanding principal amount of
such Multicurrency Bank's Syndicated Loans and its LC Exposure at such time made
or incurred under the Multicurrency Commitments.

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

          "Multiemployer Plan" shall mean a multiemployer plan defined as such
in Section 3(37) of ERISA to which contributions have been made by the Company
or any of its ERISA Affiliates and that is covered by Title IV of ERISA.

          "Notes" shall mean, collectively, the Syndicated Notes and the Money
Market Notes.

          "Other Taxes" shall mean any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made under, or from the execution, delivery or
enforcement of this Agreement or any other Loan Document.

          "Participant" shall have the meaning assigned to such term in Section
11.06(c) hereof.

<PAGE>

                                      -16-


          "Participating Member State" shall mean any member state of the
European Community that adopts or has adopted the euro as its lawful currency in
accordance with the legislation of the European Union relating to the European
Monetary Union.

          "Payor" shall have the meaning assigned to such term in Section 4.06
hereof.

          "PBGC" shall mean the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

          "Person" shall mean any individual, corporation, company, voluntary
association, partnership, limited liability company, joint venture, trust,
unincorporated organization or government (or any agency, instrumentality or
political subdivision thereof).

          "Plan" shall mean an employee benefit or other plan established or
maintained by the Company or any of its ERISA Affiliates and that is covered by
Title IV of ERISA, other than a Multiemployer Plan.

          "Post-Default Rate" shall mean a rate per annum equal to 2% plus the
Base Rate as in effect from time to time; provided that, with respect to
principal of a Fixed Rate Loan that shall become due (whether at stated
maturity, by acceleration, by optional or mandatory prepayment or otherwise) on
a day other than the last day of the Interest Period therefor, the "Post-Default
Rate" shall be a rate per annum equal to, for the period from and including such
due date to but excluding the last day of such Interest Period, 2% plus the
interest rate for such Loan as provided in Section 3.02 hereof and, thereafter,
the rate provided for above in this definition.

          "Pounds Sterling" shall mean the lawful currency of England.

          "Prime Rate" shall mean the rate of interest from time to time
announced by JPMCB at its principal office as its prime commercial lending rate.

          "Principal Financial Center" shall mean, in the case any Currency, the
principal financial center where such Currency is cleared and settled, as
determined by the Administrative Agent.

          "Property" shall mean any right or interest in or to property of any
kind whatsoever, whether real, personal or mixed and whether tangible or
intangible.

          "Proposed Bank" shall have the meaning assigned to such term in
Section 5.06 hereof.

          "Quarterly Dates" shall mean the last Business Day of March, June,
September and December in each year, the first of which shall be the first such
day after the Effective Date.

          "Quotation Date" shall mean, for any Interest Period, (a) for Dollars
or any Agreed Foreign Currency other than Pounds Sterling, the date two Business
Days prior to the commencement of such Interest Period and (b) for Pounds
Sterling, the first day of such Interest

<PAGE>

                                      -17-


Period, provided that if market practice differs in the relevant interbank
market for any currency, the "Quotation Date" for such currency shall be
determined by the Administrative Agent in accordance with market practice in the
relevant interbank market (and if quotations would normally be given by leading
banks in the relevant interbank market on more than one date, the "Quotation
Date" shall be the last of such days).

          "Reference Banks" shall mean JPMCB, Citibank, N.A. and Deutsche Bank
AG New York Branch (or their respective Applicable Lending Offices, as the case
may be).

          "Regulations D, U and X" shall mean, respectively, Regulations D, U
and X of the Board of Governors of the Federal Reserve System (or any
successor), as the same may be modified and supplemented and in effect from time
to time.

          "Regulatory Change" shall mean, with respect to any Bank, any change
after the date hereof in Federal, state or foreign law or regulations
(including, without limitation, Regulation D) or the adoption or making after
such date of any interpretation, directive or request applying to a class of
banks including such Bank of or under any Federal, state or foreign law or
regulations (whether or not having the force of law and whether or not failure
to comply therewith would be unlawful) by any court or governmental or monetary
authority charged with the interpretation or administration thereof.

          "Related Parties" shall mean, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

          "Relevant Jurisdiction" shall mean, with respect to any Borrower or
Subsidiary, the jurisdiction of its organization.

          "Requesting Bank" shall have the meaning assigned to such term in
Section 5.06 hereof.

          "Required Payment" shall have the meaning assigned such term in
Section 4.06 hereof.

          "Screen" shall mean, for any Currency, the relevant display page for
LIBOR for such Currency (as determined by the Administrative Agent) on the
Telerate Service; provided that, if the Administrative Agent determines that
there is no such relevant display page for LIBOR for such Currency, "Screen"
shall mean the relevant display page for LIBOR for such Currency (as reasonably
determined by the Administrative Agent) on the Reuter Monitor Money Rates
Service.

          "SEC" shall mean the Securities and Exchange Commission or any
governmental authority succeeding to its principal functions.

          "SPC" shall have the meaning specified in Section 11.06(b) hereof.

          "Standard & Poor's" shall mean Standard & Poor's Ratings Group.

<PAGE>

                                      -18-


          "Standard & Poor's Rating" shall mean, at any time, the then current
rating by Standard & Poor's of the Index Debt.

          "Subsidiary" shall mean, with respect to any Person, any corporation,
partnership or other entity of which at least a majority of the securities or
other ownership interests having by the terms thereof ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions of such corporation, partnership or other entity (irrespective of
whether or not at the time securities or other ownership interests of any other
class or classes of such corporation, partnership or other entity shall have or
might have voting power by reason of the happening of any contingency) is at the
time directly or indirectly owned or controlled by such Person or one or more
Subsidiaries of such Person or by such Person and one or more Subsidiaries of
such Person.

          "Subsidiary Borrower" shall mean each Subsidiary of the Company that
is listed on the signature pages hereof under the caption "SUBSIDIARY BORROWERS"
and each other Subsidiary of the Company that shall become a Subsidiary Borrower
pursuant to Section 11.13 hereof, so long as such Subsidiary shall remain a
Subsidiary Borrower hereunder. As of the Effective Date, there are no Subsidiary
Borrowers party hereto.

          "Subsidiary Borrower Designation" shall mean a Subsidiary Borrower
Designation entered into by the Company and a Subsidiary of the Company pursuant
to Section 11.13(a), pursuant to which such Subsidiary shall (subject to the
terms and conditions of Section 11.13) be designated as a Borrower,
substantially in the form of Exhibit G hereto or any other form approved by the
Administrative Agent.

          "Subsidiary Borrower Loan Documents" shall have the meaning set forth
in Section 7.12(b) hereof.

          "Subsidiary Borrower Termination Notice" shall have the meaning set
forth in Section 11.13(c).

          "Syndicated", when used in reference to any Loan, refers to whether
such Loan is made pursuant to Section 2.01 hereof.

          "Syndicated Loans" shall mean the loans provided for by Section 2.01
hereof, which may be Base Rate Loans and/or Eurocurrency Loans.

          "Syndicated Notes" shall mean the promissory notes, if any, executed
and delivered pursuant to Section 2.08(b) or 2.08(f) hereof and all promissory
notes delivered in substitution or exchange thereof, in each case as the same
shall be modified and supplemented and in effect from time to time.

          "Taxes" shall mean any and all present or future taxes, and any and
all future levies, imposts, duties, deductions, charges or withholdings in the
nature of a tax, imposed by any Governmental Authority.

<PAGE>

                                      -19-


          "Type" shall have the meaning assigned to such term in Section 1.03
hereof.

          "Wholly-Owned Domestic Subsidiary" shall mean any Domestic Subsidiary
which is also a Wholly-Owned Subsidiary of the Company.

          "Wholly-Owned Subsidiary" shall mean, with respect to any Person at
any date, any corporation, limited liability company, partnership, association
or other entity of which securities or other ownership interests representing
100% of the equity or ordinary voting power (other than directors' qualifying
shares) or, in the case of a partnership, 100% of the general partnership
interests are, as of such date, directly or indirectly owned, controlled or held
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.

          1.02 Accounting Terms and Determinations.

          (a) Except as otherwise expressly provided herein, all accounting
terms used herein shall be interpreted, and all financial statements and
certificates and reports as to financial matters required to be delivered to the
Banks hereunder shall (unless otherwise disclosed to the Banks in writing at the
time of delivery thereof in the manner described in Section 1.02(b) hereof) be
prepared, in accordance with generally accepted accounting principles applied on
a basis consistent with those used in the preparation of the latest financial
statements furnished to the Banks hereunder (which, prior to the delivery of the
first financial statements under Section 8.01 hereof, shall mean the audited
financial statements as at December 31, 2005 referred to in Section 7.02
hereof). All calculations made for the purposes of determining compliance with
this Agreement shall (except as otherwise expressly provided herein) be made by
application of generally accepted accounting principles applied on a basis
consistent with those used in the preparation of the latest annual or quarterly
financial statements furnished to the Banks pursuant to Section 8.01 hereof (or,
prior to the delivery of the first financial statements under Section 8.01
hereof, used in the preparation of the audited financial statements as at
December 31, 2005 referred to in Section 7.02 hereof) unless (i) the Company
shall have objected to determining such compliance on such basis at the time of
delivery of such financial statements or (ii) the Majority Banks shall so object
in writing within 30 days after delivery of such financial statements, in either
of which events such calculations shall be made on a basis consistent with those
used in the preparation of the latest financial statements as to which such
objection shall not have been made (which, if objection is made in respect of
the first financial statements delivered under Section 8.01 hereof, shall mean
the audited financial statements referred to in Section 7.02 hereof).

          (b) The Company shall deliver to the Banks at the same time as the
delivery of any of its annual or quarterly financial statements under Section
8.01 hereof (i) a description in reasonable detail of any material variation
between the application of accounting principles employed in the preparation of
such statement and the application of accounting principles employed in the
preparation of the next preceding annual or quarterly financial statements as to
which no objection has been made in accordance with the last sentence of Section
1.02(a) hereof and (ii) reasonable estimates of the difference between such
statements arising as a consequence thereof.

<PAGE>

                                      -20-


          1.03 Classes and Types of Loans. For purposes of this Agreement, Loans
may be classified and referred to by Class (e.g., a "Syndicated Loan" (which may
be issued under the Dollar Commitments or the Multicurrency Commitments) or
"Money Market Loan"), by Type (e.g., a "Base Rate Loan", a "Eurocurrency Loan",
an "Absolute Rate Loan" or a "LIBOR Market Loan") or by Class and Type (e.g., a
"Syndicated LIBOR Loan", an "Absolute Rate Loan" or a "LIBOR Market Loan").
Loans may also be identified by Currency.

          1.04 Currencies; Currency Equivalents. At any time, any reference in
the definition of the term "Agreed Foreign Currency" or in any other provision
of this Agreement to the Currency of any particular nation means the lawful
currency of such nation at such time whether or not the name of such Currency is
the same as it was on the date hereof. Except as provided in Section 2.12 hereof
and the last sentence of Section 4.01(a) hereof, for purposes of determining (i)
whether the amount of any Loan, together with all other Loans then outstanding
or to be borrowed at the same time as such Loan, would exceed the aggregate
amount of the Commitments, (ii) the aggregate unutilized amount of the
Commitments and (iii) the outstanding aggregate principal amount of Loans, the
outstanding principal amount of any Loan that is denominated in any Foreign
Currency shall be deemed to be the Dollar Equivalent of the amount of the
Foreign Currency of such Loan determined as of the first day of the then current
Interest Period for such Loan. Wherever in this Agreement in connection with a
borrowing or Loan or Loans an amount, such as a required minimum or multiple
amount, is expressed in Dollars, but such borrowing or Loan or Loans is
denominated in a Foreign Currency, such amount shall be the relevant Foreign
Currency Equivalent of such Dollar amount (rounded to the nearest 1,000 units of
such Foreign Currency).

          Section 2. Commitments, Loans, Notes and Prepayments.

          2.01 Syndicated Loans. Subject to the terms and conditions of this
Agreement:

          (a) each Dollar Bank severally agrees, on the terms and conditions of
     this Agreement, to make loans to the Company and the Domestic Subsidiary
     Borrowers in Dollars during the Availability Period in an aggregate
     principal amount that that will not result in (i) such Dollar Bank's Dollar
     Credit Exposure exceeding its Dollar Commitment and (ii) the aggregate
     Dollar Credit Exposure of all of the Dollar Banks exceeding the aggregate
     Dollar Commitments; and

          (b) each Multicurrency Bank severally agrees, on the terms and
     conditions of this Agreement, to make loans to the Borrowers in Dollars or
     in any Agreed Foreign Currency during the Availability Period in an
     aggregate principal amount that will not result in (i) such Multicurrency
     Bank's Multicurrency Credit Exposure exceeding its Multicurrency Commitment
     and (ii) the aggregate Multicurrency Credit Exposure of all of the
     Multicurrency Banks exceeding the aggregate Multicurrency Commitments.

Subject to the terms and conditions of this Agreement, during such period the
Borrowers may borrow, repay and reborrow Syndicated Loans and during such period
and thereafter the applicable Borrower may Convert Loans of one Type that are
denominated in Dollars into Loans of another Type that are denominated in
Dollars (as provided in Section 2.09 hereof) or Continue

<PAGE>

                                      -21-


Loans of one Type and Currency as Loans of the same Type and Currency (as
provided in Section 2.09 hereof); provided that (a) no more than three separate
Interest Periods in respect of Eurocurrency Loans from each Bank may be
outstanding at any one time and (b) Syndicated Loans to any Foreign Subsidiary
Borrower shall be made as Eurocurrency Loans only. Each Multicurrency Bank at
its option may make any Eurocurrency Loan to any Borrower by causing any
domestic or foreign branch or Affiliate of such Bank to make such Loan; provided
that any exercise of such option shall not affect the obligation of the
applicable Borrower to repay such Loan in accordance with the terms of this
Agreement.

          2.02 Borrowings of Syndicated Loans. A Borrower shall give the
Administrative Agent notice of each borrowing by such Borrower hereunder as
provided in Section 4.05 hereof. Not later than 1:00 p.m. Local Time on the date
specified for each borrowing of Syndicated Loans of a Class hereunder, each
applicable Bank shall make available the amount of the Syndicated Loan or Loans
of such Class to be made by it on such date to the Administrative Agent's
Account, in immediately available funds and in the relevant Currency, for
account of the applicable Borrower. The amount so received by the Administrative
Agent shall, subject to the terms and conditions of this Agreement, be made
available to the applicable Borrower by depositing the same, in immediately
available funds, in an account of such Borrower designated by it and maintained
with JPMCB or otherwise by remitting the same to any other account of such
Borrower in accordance with its instructions.

          2.03 Competitive Bid Option.

          (a) In addition to borrowings of Syndicated Loans, at any time prior
to the Commitment Termination Date the Company may, as set forth in this Section
2.03, request the Banks to make offers to make Money Market Loans to the Company
in Dollars. The Banks may, but shall have no obligation to, make such offers and
the Company may, but shall have no obligation to, accept any such offers in the
manner set forth in this Section 2.03. Money Market Loans may be LIBOR Market
Loans or Absolute Rate Loans, provided that:

          (i) there may be no more than fifteen different Interest Periods for
     both Syndicated Loans and Money Market Loans outstanding at the same time
     (for which purpose Interest Periods described in different lettered clauses
     of the definition of the term "Interest Period" shall be deemed to be
     different Interest Periods even if they are coterminous); and

          (ii) the aggregate principal amount of all Money Market Loans,
     together with the aggregate principal amount of all Syndicated Loans and
     the LC Exposure, at any one time outstanding shall not exceed the aggregate
     amount of the Commitments at such time.

          (b) When the Company wishes to request offers to make Money Market
Loans, it shall give the Administrative Agent (which shall promptly notify the
Banks) notice (a "Money Market Quote Request") so as to be received no later
than 11:00 a.m. New York time on (x) the fourth Business Day prior to the date
of borrowing proposed therein, in the case of a LIBOR Auction or (y) one
Business Day prior to the date of borrowing proposed therein, in the case of an
Absolute Rate Auction (or, in any such case, such other time and date as the
Company and the

<PAGE>

                                      -22-


Administrative Agent, with the consent of the Majority Banks, may agree). The
Company may request offers to make Money Market Loans for up to three different
Interest Periods in a single notice (for which purpose Interest Periods in
different lettered clauses of the definition of the term "Interest Period" shall
be deemed to be different Interest Periods even if they are coterminous);
provided that the request for each separate Interest Period shall be deemed to
be a separate Money Market Quote Request for a separate borrowing (a "Money
Market Borrowing"). Each such notice shall be substantially in the form of
Exhibit D hereto and shall specify as to each Money Market Borrowing:

          (i) the proposed date of such borrowing, which shall be a Business
     Day;

          (ii) the aggregate amount of such Money Market Borrowing, which shall
     be at least $15,000,000 (or a larger multiple of $1,000,000) but shall not
     cause the limits specified in Section 2.03(a) hereof to be violated;

          (iii) the duration of the Interest Period applicable thereto;

          (iv) whether the Money Market Quotes requested for a particular
     Interest Period are seeking quotes for LIBOR Market Loans or Absolute Rate
     Loans; and

          (v) if the Money Market Quotes requested are seeking quotes for
     Absolute Rate Loans, the date on which the Money Market Quotes are to be
     submitted if it is before the proposed date of borrowing (the date on which
     such Money Market Quotes are to be submitted is called the "Money Market
     Quotation Date").

Except as otherwise provided in this Section 2.03(b), no Money Market Quote
Request shall be given within five Business Days (or such other number of days
as the Company and the Administrative Agent, with the consent of the Majority
Banks, may agree) of any other Money Market Quote Request.

          (c) (i) Each Bank may submit one or more Money Market Quotes, each
     constituting an offer to make a Money Market Loan in response to any Money
     Market Quote Request; provided that, if the Company's request under Section
     2.03(b) hereof specified more than one Interest Period, such Bank may make
     a single submission containing one or more Money Market Quotes for each
     such Interest Period. Each Money Market Quote must be submitted to the
     Administrative Agent not later than (x) 2:00 p.m. New York time on the
     fourth Business Day prior to the proposed date of borrowing, in the case of
     a LIBOR Auction or (y) 10:00 a.m. New York time on the Money Market
     Quotation Date, in the case of an Absolute Rate Auction (or, in any such
     case, such other time and date as the Company and the Administrative Agent,
     with the consent of the Majority Banks, may agree); provided that any Money
     Market Quote may be submitted by JPMCB (or its Applicable Lending Office)
     only if JPMCB (or such Applicable Lending Office) notifies the Company of
     the terms of the offer contained therein not later than (x) 1:00 p.m. New
     York time on the fourth Business Day prior to the proposed date of
     borrowing, in the case of a LIBOR Auction or (y) 9:45 a.m. New York time on
     the Money Market Quotation Date, in the case of an Absolute Rate Auction.
     Subject to Sections 5.02(b), 5.03, 6.02 and 9 hereof, any Money Market
     Quote

<PAGE>

                                      -23-


     so made shall be irrevocable except with the consent of the Administrative
     Agent given on the instructions of the Company.

          (ii) Each Money Market Quote shall be substantially in the form of
     Exhibit E hereto and shall specify:

               (A) the proposed date of borrowing and the Interest Period
          therefor;

               (B) the principal amount of the Money Market Loan for which each
          such offer is being made, which principal amount shall be at least
          $15,000,000 (or a larger multiple of $1,000,000); provided that the
          aggregate principal amount of all Money Market Loans for which a Bank
          submits Money Market Quotes (x) may be greater or less than the
          Commitment of such Bank but (y) may not exceed the principal amount of
          the Money Market Borrowing for a particular Interest Period for which
          offers were requested;

               (C) in the case of a LIBOR Auction, the margin above or below the
          applicable Eurocurrency Rate (the "LIBO Margin") offered for each such
          Money Market Loan, expressed as a percentage (rounded upwards, if
          necessary, to the nearest 1/10,000th of 1%) to be added to or
          subtracted from the applicable Eurocurrency Rate;

               (D) in the case of an Absolute Rate Auction, the rate of interest
          per annum (rounded upwards, if necessary, to the nearest 1/10,000th of
          1%) offered for each such Money Market Loan (the "Absolute Rate"); and

               (E) the identity of the quoting Bank.

     Unless otherwise agreed by the Administrative Agent and the Company, no
     Money Market Quote shall contain qualifying, conditional or similar
     language or propose terms other than or in addition to those set forth in
     the applicable Money Market Quote Request and, in particular, no Money
     Market Quote may be conditioned upon acceptance by the Company of all (or
     some specified minimum) of the principal amount of the Money Market Loan
     for which such Money Market Quote is being made, provided that the
     submission by any Bank containing more than one Money Market Quote may be
     conditioned on the Company not accepting offers contained in such
     submission that would result in such Bank making Money Market Loans
     pursuant thereto in excess of a specified aggregate amount (the "Money
     Market Loan Limit").

          (d) The Administrative Agent shall (x) in the case of an Absolute Rate
Auction, as promptly as practicable after the Money Market Quote is submitted
(but in any event not later than 10:15 a.m. New York time on the Money Market
Quotation Date) or (y) in the case of a LIBOR Auction, by 4:00 p.m. New York
time on the day a Money Market Quote is submitted, notify the Company of the
terms (i) of any Money Market Quote submitted by a Bank that is in accordance
with Section 2.03(c) hereof and (ii) of any Money Market Quote that amends,
modifies or is otherwise inconsistent with a previous Money Market Quote
submitted by such Bank with respect to the same Money Market Quote Request. Any
such subsequent Money

<PAGE>

                                      -24-


Market Quote shall be disregarded by the Administrative Agent unless such
subsequent Money Market Quote is submitted solely to correct a manifest error in
such former Money Market Quote. The Administrative Agent's notice to the Company
shall specify (A) the aggregate principal amount of the Money Market Borrowing
for which offers have been received and (B) the respective principal amounts and
LIBO Margins or Absolute Rates, as the case may be, so offered by each Bank
(identifying the Bank that made each Money Market Quote).

          (e) Not later than 11:00 a.m. New York time on (x) the third Business
Day prior to the proposed date of borrowing, in the case of a LIBOR Auction or
(y) the Money Market Quotation Date, in the case of an Absolute Rate Auction
(or, in any such case, such other time and date as the Company and the
Administrative Agent, with the consent of the Majority Banks, may agree), the
Company shall notify the Administrative Agent of its acceptance or nonacceptance
of the offers so notified to it pursuant to Section 2.03(d) hereof (which notice
shall specify the aggregate principal amount of offers from each Bank for each
Interest Period that are accepted, it being understood that the failure of the
Company to give such notice by such time shall constitute nonacceptance) and the
Administrative Agent shall promptly notify each affected Bank. The notice from
the Administrative Agent shall also specify the aggregate principal amount of
offers for each Interest Period that were accepted and the lowest and highest
LIBO Margins and Absolute Rates that were accepted for each Interest Period. The
Company may accept any Money Market Quote in whole or in part (provided that any
Money Market Quote accepted in part shall be at least $5,000,000 or a larger
multiple of $1,000,000); provided that:

          (i) the aggregate principal amount of each Money Market Borrowing may
     not exceed the applicable amount set forth in the related Money Market
     Quote Request;

          (ii) the aggregate principal amount of each Money Market Borrowing
     shall be at least $15,000,000 (or a larger multiple of $1,000,000) but
     shall not cause the limits specified in Section 2.03(a) hereof to be
     violated;

          (iii) acceptance of offers may, subject to clause (v) below, be made
     only in ascending order of LIBO Margins or Absolute Rates, as the case may
     be, in each case beginning with the lowest rate so offered;

          (iv) the Company may not accept any offer where the Administrative
     Agent has advised the Company that such offer fails to comply with Section
     2.03(c)(ii) hereof or otherwise fails to comply with the requirements of
     this Agreement (including, without limitation, Section 2.03(a) hereof); and

          (v) the aggregate principal amount of each Money Market Borrowing from
     any Bank may not exceed any applicable Money Market Loan Limit of such
     Bank.

The Company may accept offers made by two or more Banks with the same LIBO
Margins or Absolute Rates, as the case may be, in part, provided that the
principal amount of Money Market Loans in respect of which such offers are
accepted shall be allocated by the Company among such Banks as nearly as
possible (in amounts of at least $5,000,000 or larger multiples of $1,000,000)
in proportion to the aggregate principal amount of such offers. Determinations
by

<PAGE>

                                      -25-


the Company of the amounts of Money Market Loans shall be conclusive in the
absence of manifest error.

          (f) Any Bank whose offer to make any Money Market Loan has been
accepted in accordance with the terms and conditions of this Section 2.03 shall,
not later than 1:00 p.m. New York time on the date specified for the making of
such Loan, make the amount of such Loan available to the Administrative Agent at
an account designated by the Administrative Agent, in immediately available
funds, for account of the Company. The amount so received by the Administrative
Agent shall, subject to the terms and conditions of this Agreement, be made
available to the Company on such date by depositing the same, in immediately
available funds, in an account of the Company designated by the Company and
maintained with JPMCB at its principal office.

          (g) Except for the purpose and to the extent expressly stated in
Section 2.04(b) hereof, the amount of any Money Market Loan made by any Bank
shall not constitute a utilization of such Bank's Commitment.

          2.04 Changes of Commitments.

          (a) The aggregate amount of the Commitments shall be automatically
reduced to zero on the Commitment Termination Date.

          (b) The Company shall have the right at any time or from time to time
(i) so long as no Syndicated Loans or Money Market Loans or Letters of Credit
are outstanding, to terminate the Commitments and (ii) to reduce the aggregate
unused amount of the Commitments of either Class (for which purpose use of the
Commitments of a Class shall be deemed to include the aggregate principal amount
of all Money Market Loans made by any Bank of such Class); provided that (x) the
Company shall give notice of each such termination or reduction as provided in
Section 4.05 hereof and (y) each partial reduction shall be in an aggregate
amount at least equal to $15,000,000 (or whole multiples thereof) or the unused
amount of the Commitments.

          (c) The Commitments once terminated or reduced may not be reinstated.

          2.05 Certain Fees.

          (a) Facility Fee. The Company shall pay to the Administrative Agent
for account of each Bank a facility fee on the daily amount of such Bank's
Commitment (whether used or unused), for the period from and including the
Effective Date to but not including the earlier of the date such Commitment is
terminated and the Commitment Termination Date, at a rate per annum equal to the
Applicable Rate; provided that if such Bank shall have any outstanding Credit
Exposure after its Commitment terminates, then such facility fee shall continue
to accrue on the daily amount of such Bank's Credit Exposure from and including
the date on which its Commitment terminates to but excluding the date on which
such Bank ceases to have any Credit Exposure. Accrued facility fees shall be
payable in Dollars in arrears on each Quarterly Date, commencing on the first
such date to occur after the Effective Date, and on the earlier of the date on
which the Commitments are terminated and the Commitment Termination Date;
provided that

<PAGE>

                                      -26-


any facility fee accruing after the date on which the Commitments terminate
shall be payable on demand.

          (b) Letter of Credit Fees. The Company agrees to pay (i) to the
Administrative Agent for account of each Bank a participation fee with respect
to its participations in Letters of Credit of each Class, which shall accrue at
a rate per annum equal to the Applicable Rate on the average daily amount of
such Bank's LC Exposure of such Class (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the Effective Date to but excluding the later of the date on which
such Bank's Commitment of such Class terminates and the date on which such Bank
ceases to have any LC Exposure of such Class, and (ii) to the respective Issuing
Bank a fronting fee, which shall accrue at the rate per annum as agreed in
writing between the Company and such Issuing Bank on the average daily amount of
the LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) in respect of Letters of Credit issued by such Issuing Bank
during the period from and including the Effective Date to but excluding the
later of the date of termination of the Commitments and the date on which there
ceases to be any LC Exposure, as well as such Issuing Bank's standard fees with
respect to the issuance, amendment, renewal or extension of any Letter of Credit
or processing of drawings thereunder, which shall be payable in Dollars or the
Currency of such Letter of Credit as separately agreed upon between the Company
and such Issuing Bank. Participation fees and fronting fees accrued through and
including each Quarterly Date shall be payable on the third Business Day
following such Quarterly Date, commencing on the first such date to occur after
the Effective Date; provided that all such fees shall be payable with respect to
Letters of Credit of a Class on the date on which the Commitments of such Class
terminate and any such fees accruing after the date on which such Commitments
terminate shall be payable on demand. Any other fees payable to any Issuing Bank
pursuant to this paragraph shall be payable within 30 days after demand.

          2.06 Lending Offices. The Loans of each Type and Currency made by each
Bank shall be made and maintained at such Bank's Applicable Lending Office for
Loans of such Type and Currency.

          2.07 Several Obligations; Remedies Independent. The failure of any
Bank to make any Loan to be made by it on the date specified therefor shall not
relieve any other Bank of its obligation to make its Loan on such date, but
neither any Bank nor the Administrative Agent shall be responsible for the
failure of any other Bank to make a Loan to be made by such other Bank, and
(except as otherwise provided in Section 4.06 hereof) no Bank shall have any
obligation to the Administrative Agent or any other Bank for the failure by such
Bank to make any Loan required to be made by such Bank. The amounts payable by
any Borrower at any time hereunder and under the Notes to each Bank shall be a
separate and independent debt and each Bank shall be entitled to protect and
enforce its rights arising out of this Agreement and the Notes, and it shall not
be necessary for any other Bank or the Administrative Agent to consent to, or be
joined as an additional party in, any proceedings for such purposes.

          2.08 Evidence of Debt.

          (a) Each Bank shall maintain, in accordance with its usual practice,
records evidencing the indebtedness of each Borrower to such Bank hereunder,
including the amounts of

<PAGE>

                                      -27-


principal and interest payable and paid to such Bank from time to time
hereunder. The Administrative Agent shall maintain records in which it shall
record (i) the amount and Currency of each Loan made hereunder, the applicable
Borrower to which such Loan was made, the Class and Type thereof and each
Interest Period therefor, (ii) the amount of any principal or interest due and
payable or to become due and payable from any Borrower to each Bank hereunder
and (iii) the amount of any sum received by the Administrative Agent hereunder
for account of the Banks and each Bank's share thereof; provided that the
failure of any Bank or the Administrative Agent to maintain such records or any
error therein shall not in any manner affect the obligation of each applicable
Borrower to repay the Loans in accordance with the terms of this Agreement.

          (b) Any Bank may request that the Syndicated Loans made by such Bank
to any Borrower shall be evidenced by a single promissory note of such Borrower,
substantially in the form of Exhibit A-1 hereto, payable to such Bank in a
principal amount equal to the amount of its Commitment as originally in effect
and otherwise duly completed.

          (c) Any Bank may request that the Money Market Loans made by such Bank
to the Company shall be evidenced by a single promissory note of the Company,
substantially in the form of Exhibit A-2 hereto, payable to such Bank and
otherwise duly completed.

          (d) The date, amount, Type, Currency, interest rate and duration of
Interest Period of each Loan of each Class made by each Bank to any Borrower,
and each payment made on account of the principal thereof, shall be recorded by
such Bank on its books and, prior to any transfer of the Note evidencing the
Loans of such Class held by it, endorsed by such Bank on the schedule attached
to such Note or any continuation thereof; provided that the failure of such Bank
to make any such recordation or endorsement shall not affect the obligations of
each applicable Borrower to make a payment when due of any amount owing
hereunder or under such Note in respect of such Loans.

          (e) No Bank shall be entitled to have its Notes (if any) substituted
or exchanged for any reason, or subdivided for promissory notes of lesser
denominations, except in connection with (x) a permitted assignment of all or
any portion of such Bank's Commitment, Loans and Notes pursuant to Section 11.06
hereof or (y) an increase in such Bank's Commitment pursuant to Section 2.10
hereof (and, if requested by any Bank, the Company agrees so to exchange any
Note).

          (f) Any Additional Bank or Additional Commitment Bank may request that
any Syndicated Loans or Money Market Loans made by such Additional Bank or
Additional Commitment Bank to any Borrower shall each be evidenced by a single
promissory note of such Borrower, substantially in the forms of Exhibits A-1 and
A-2 hereto, respectively, dated the effective date of such Banks' Commitment,
and otherwise complying with paragraphs (b) and (c) above, respectively.

          (g) Any Bank that ceases to be a Bank pursuant to Section 5.06 hereof
or any non-extending Bank pursuant to Section 2.13 hereof shall promptly return
its Notes (if any) to the Company after termination of its Commitment and
payment to it of all principal and interest owing to it hereunder and under its
Notes.

<PAGE>

                                      -28-


          2.09 Optional Prepayments and Conversions or Continuations of Loans.

          (a) Subject to Sections 4.04 and 5.04 hereof, each Borrower shall have
the right to prepay Syndicated Loans or to Convert Syndicated Loans of one Type
that are denominated in Dollars into Syndicated Loans of another Type that are
denominated in Dollars or Continue Syndicated Loans of one Type and Currency as
Syndicated Loans of the same Type and Currency, at any time or from time to
time, provided that: (a) the applicable Borrower shall give the Administrative
Agent notice of each such prepayment or Conversion or Continuation as provided
in Section 4.05 hereof (and, upon the date specified in any such notice of
prepayment, the amount to be prepaid shall become due and payable hereunder);
(b) a Syndicated Loan of a Class may only be Continued as, or Converted to, a
Syndicated Loan of the same Class; (c) a Syndicated Loan denominated in one
Currency may not be Continued as, or Converted to, a Syndicated Loan in a
different Currency; (d) a Syndicated Loan denominated in a Foreign Currency may
not be Converted to a Loan of a different Type; and (e) no Syndicated Loan
denominated in a Foreign Currency may be Continued if, after giving effect
thereto, the sum of the aggregate Multicurrency Credit Exposure of all of the
Multicurrency Banks would exceed the aggregate Multicurrency Commitments at such
time.

          (b) No Money Market Loan may be prepaid without the consent of the
Bank holding such Money Market Loan.

          (c) Notwithstanding the foregoing provisions of this Section 2.09, and
without limiting the rights and remedies of the Banks under Section 9 hereof, in
the event that any Event of Default shall have occurred and be continuing, the
Administrative Agent may (and at the request of the Majority Banks or, with
respect to any Loan denominated in any Foreign Currency, the Majority
Multicurrency Banks, shall) (i) suspend the right of the Borrowers to Convert
any Loan denominated in Dollars into a Eurocurrency Loan, or to Continue any
Loan denominated in Dollars as a Eurocurrency Loan, in which event all Loans
denominated in Dollars shall be Converted (on the last day of the respective
Interest Period therefor) or Continued, as the case may be, as Base Rate Loans
and/or (ii) suspend the right of the Company to have any Loan denominated in a
Foreign Currency to have an Interest Period of more than one month's duration.

          2.10 Increase in Commitments.

          (a) The Company shall have the right from time to time, without the
consent of the Banks but with the prior written approval of the Administrative
Agent (which approval shall not be unreasonably withheld or delayed), to effect
an increase in the aggregate amount of the Commitments of a Class by adding as a
Bank with a new Commitment of such Class any Person which is not then a Bank
(each an "Additional Bank") and/or by having a Bank increase its Commitments of
such Class hereunder (each an "Increasing Bank").

          (b) Notwithstanding the foregoing, no increase in the aggregate
Commitments pursuant to this Section 2.10 shall be effective unless:

               (i) each Additional Bank shall have entered into an agreement in
     form and substance satisfactory to the Company and the Administrative Agent
     pursuant to which

<PAGE>

                                      -29-


     such Additional Bank shall undertake a Commitment of the relevant Class
     (and upon the effectiveness thereof such Additional Bank shall be a "Bank"
     for all purposes of this Agreement) and each Increasing Bank shall have
     entered into an agreement in form and substance satisfactory to the Company
     and the Administrative Agent pursuant to which such Increasing Bank shall
     agree to increase its Commitment of a Class (and upon the effectiveness
     thereof such Bank's Commitment of such Class shall be so increased);

               (ii) the Company shall have given the Administrative Agent notice
     of such increase at least three Business Days prior to the proposed
     effective date for such increase (the "Commitment Increase Date");

               (iii) after giving effect to such increase, the aggregate
     Commitments shall not exceed $2,000,000,000;

               (iv) no Bank's Commitment shall be increased without the prior
     express written consent of such Bank;

               (v) on the relevant Commitment Increase Date, no Syndicated Loans
     or Letters of Credit of the relevant Class shall be outstanding hereunder
     and no notice of borrowing of Syndicated Loans or request for the issuance
     of a Letter of Credit of such Class hereunder shall be pending;

               (vi) no Default shall have occurred and be continuing on and as
     of the date of the relevant notice referred to in clause (ii) above or on
     the relevant Commitment Increase Date; and

               (vii) each Additional Bank and Increasing Bank shall have
     received evidence of the corporate authority of the Borrowers and opinions
     of counsel as such Bank may reasonably request.

          2.11 Letters of Credit.

          (a) General. Subject to the terms and conditions set forth herein, in
addition to the Loans provided for in Section 2.01 hereof, (i) the Company and
any Domestic Subsidiary Borrower may request any Issuing Bank to issue, at any
time and from time to time during the Availability Period under the Dollar
Commitments, Letters of Credit denominated in Dollars for the account of the
Company or such Domestic Subsidiary Borrower, as the case may be, and (ii) any
Borrower may request any Issuing Bank to issue, at any time and from time to
time during the Availability Period under the Multicurrency Commitments, Letters
of Credit denominated in Dollars or any Agreed Foreign Currency for the account
of such Borrower, in each case in such form as is acceptable to such Issuing
Bank in its reasonable determination. Letters of Credit issued hereunder shall
constitute utilization of the Commitments.

          (b) Notice of Issuance, Amendment, Renewal or Extension. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an
outstanding Letter of Credit), the applicable Borrower shall hand deliver or
telecopy (or transmit by electronic communication, if arrangements for doing so
have been approved by the respective Issuing

<PAGE>

                                      -30-


Bank) to an Issuing Bank selected by it and to the Administrative Agent
(reasonably in advance of the requested date of issuance, amendment, renewal or
extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, and
specifying whether such Letter of Credit is issued under the Dollar Commitments
or the Multicurrency Commitments, the date of issuance, amendment, renewal or
extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with Section 2.11(d) hereof), the amount
and Currency of such Letter of Credit, the name and address of the beneficiary
thereof and such other information as shall be necessary to prepare, amend,
renew or extend such Letter of Credit. If requested by the respective Issuing
Bank, the applicable Borrower also shall submit a letter of credit application
on such Issuing Bank's standard form in connection with any request for a Letter
of Credit. In the event of any inconsistency between the terms and conditions of
this Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by the applicable Borrower to, or
entered into by the applicable Borrower with, an Issuing Bank relating to any
Letter of Credit, the terms and conditions of this Agreement shall control.

          (c) Limitations on Amounts. A Letter of Credit shall be issued,
amended, renewed or extended only if (and upon issuance, amendment, renewal or
extension of each Letter of Credit the Company shall be deemed to represent and
warrant that), after giving effect to such issuance, amendment, renewal or
extension (i) the LC Exposure shall not exceed $200,000,000, (ii) the aggregate
Dollar Credit Exposure of all of the Dollar Banks shall not exceed the aggregate
Dollar Commitments and (iii) the aggregate Multicurrency Credit Exposures of all
of the Multicurrency Banks shall not exceed the aggregate Multicurrency
Commitments.

          (d) Expiration Date. Each Letter of Credit shall expire at or prior to
the close of business on the earlier of (i) the first anniversary of the date of
the issuance of such Letter of Credit and (ii) the date that is five Business
Days prior to the Commitment Termination Date; provided that any Letter of
Credit with a one-year term may provide for automatic renewal thereof for
additional one-year periods (which shall in no event extend beyond the date
referred to in clause (ii) above).

          (e) Participations. By the issuance of a Letter of Credit of any Class
(or an amendment to a Letter of Credit of any Class increasing the amount
thereof) by any Issuing Bank, and without any further action on the part of such
Issuing Bank or the Banks of such Class, such Issuing Bank hereby grants to each
Bank of such Class, and each such Bank hereby acquires from such Issuing Bank, a
participation in such Letter of Credit equal to such Bank's Applicable Dollar
Percentage or Applicable Multicurrency Percentage, as the case may, of the
aggregate amount available to be drawn under such Letter of Credit. Each Bank
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit of any Class is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including any amendment, renewal or extension of any such Letter of Credit or
the occurrence and continuance of a Default or reduction or termination of the
Commitments.

          In consideration and in furtherance of the foregoing, each Bank hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for
account of the respective Issuing Bank, such Bank's Applicable Percentage of
each LC Disbursement made by an Issuing

<PAGE>

                                      -31-


Bank promptly upon the request of such Issuing Bank at any time from the time of
such LC Disbursement until such LC Disbursement is reimbursed by the applicable
Borrower or at any time after any reimbursement payment is required to be
refunded to the applicable Borrower for any reason; provided that none of the
Banks of one Class shall have any such obligation in respect of Letters of
Credit of another Class. Such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. Each such payment shall be made
in the same manner as provided in Section 2.02 hereof with respect to Loans made
by such Bank (and Section 2.02 hereof shall apply, mutatis mutandis, to the
payment obligations of the Banks), and the Administrative Agent shall promptly
pay to the respective Issuing Bank the amounts so received by it from the Banks.
Promptly following receipt by the Administrative Agent of any payment from the
applicable Borrower pursuant to the next following paragraph, the Administrative
Agent shall distribute such payment to the respective Issuing Bank or, to the
extent that the Banks have made payments pursuant to this paragraph to reimburse
such Issuing Bank, then to such Banks and such Issuing Bank as their interests
may appear. Any payment made by a Bank pursuant to this paragraph to reimburse
an Issuing Bank for any LC Disbursement shall not constitute a Loan and shall
not relieve the applicable Borrower of its obligation to reimburse such LC
Disbursement.

          (f) Reimbursement. If an Issuing Bank shall make any LC Disbursement
in respect of a Letter of Credit, the applicable Borrower shall reimburse such
Issuing Bank in respect of such LC Disbursement by paying to the Administrative
Agent an amount equal to such LC Disbursement not later than 1:00 p.m., Local
Time, on (i) the Business Day that the applicable Borrower receives notice of
such LC Disbursement, if such notice is received prior to 11:00 a.m., Local
Time, or (ii) the Business Day immediately following the day that the applicable
Borrower receives such notice, if such notice is not received prior to such
time, provided that, if such LC Disbursement is not less than $1,000,000 and
such Letter of Credit is denominated in Dollars, the applicable Borrower may,
subject to the conditions to borrowing set forth herein, request in accordance
with Section 2.02 hereof that such payment be financed with a Base Rate Loan in
an equivalent amount and, to the extent so financed, such Borrower's obligation
to make such payment shall be discharged and replaced by the resulting Base Rate
Loan. Each payment received hereunder by the Administrative Agent for account of
any Issuing Bank in respect of a Letter of Credit shall be paid by the
Administrative Agent promptly to such Issuing Bank.

          If the applicable Borrower in respect of any Letter of Credit fails to
make such payment when due and shall not have requested a Base Rate Loan in
accordance with Section 2.02 hereof, the Administrative Agent shall notify each
Bank of the applicable LC Disbursement, the payment then due from the Company in
respect thereof and such Bank's Applicable Percentage thereof, if any.

          (g) Obligations Absolute. The obligation of each Borrower to reimburse
LC Disbursements as provided in Section 2.11(f) hereof shall be absolute,
unconditional and irrevocable and shall be performed strictly in accordance with
the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit, or any term or provision therein, (ii) any draft or other document
presented under a Letter of Credit proving to be forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any
respect, (iii) payment by the respective

<PAGE>

                                      -32-


Issuing Bank under a Letter of Credit against presentation of a draft or other
document that does not comply strictly with the terms of such Letter of Credit
and (iv) any other event or circumstance whatsoever, whether or not similar to
any of the foregoing, that might, but for the provisions of this Section 2.11,
constitute a legal or equitable discharge of such Borrower's obligations
hereunder.

          Neither the Administrative Agent, the Banks nor any Issuing Bank, nor
any of their respective directors, officers, employees or agents, shall have any
liability or responsibility by reason of or in connection with the issuance or
transfer of any Letter of Credit by the respective Issuing Bank or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
respective Issuing Bank; provided that the foregoing shall not be construed to
excuse an Issuing Bank from liability to the Borrowers and the Banks to the
extent of any direct damages (as opposed to consequential damages, claims in
respect of which are hereby waived by the Borrowers and the Banks to the extent
permitted by applicable law) suffered by the Borrowers or the Banks that are
caused by such Issuing Bank's gross negligence or willful misconduct when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that:

               (i) an Issuing Bank may accept documents that appear on their
          face to be in substantial compliance with the terms of a Letter of
          Credit without responsibility for further investigation, regardless of
          any notice or information to the contrary, and may make payment upon
          presentation of documents that appear on their face to be in
          substantial compliance with the terms of such Letter of Credit;

               (ii) an Issuing Bank shall have the right, in its sole
          discretion, to decline to accept such documents and to make such
          payment if such documents are not in strict compliance with the terms
          of such Letter of Credit; and

               (iii) this sentence shall establish the standard of care to be
          exercised by an Issuing Bank when determining whether drafts and other
          documents presented under a Letter of Credit comply with the terms
          thereof (and the parties hereto hereby waive, to the extent permitted
          by applicable law, any standard of care inconsistent with the
          foregoing).

          (h) Disbursement Procedures. The Issuing Bank for any Letter of Credit
shall, within a reasonable time following its receipt thereof, examine all
documents purporting to represent a demand for payment under such Letter of
Credit. Such Issuing Bank shall promptly after such examination notify the
Administrative Agent and the applicable Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether such Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Company of its obligation to
reimburse such Issuing Bank and the Banks with respect to any such LC
Disbursement.

<PAGE>

                                      -33-


          (i) Interim Interest. If the Issuing Bank for any Letter of Credit
shall make any LC Disbursement, then, unless the applicable Borrower shall
reimburse such LC Disbursement in full on or before the date such LC
Disbursement is made, the unpaid amount thereof shall bear interest, for each
day from and including the date such LC Disbursement is made to but excluding
the date that the applicable Borrower reimburses such LC Disbursement, at the
rate per annum then applicable to Base Rate Loans; provided that, if the
applicable Borrower fails to reimburse such LC Disbursement when due pursuant to
Section 2.11(f) hereof, then the second and third sentences of Section 3.02
hereof shall apply. Interest accrued pursuant to this paragraph shall be for
account of such Issuing Bank, except that interest accrued on and after the date
of payment by any Bank pursuant to Section 2.11(e) hereof to reimburse such
Issuing Bank shall be for account of such Bank to the extent of such payment.

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

          (k) Reports by Issuing Banks to Administrative Agent. On the Business
Day following each Quarterly Date (and/or such other times as the Administrative
Agent shall request), each Issuing Bank shall furnish to the Administrative
Agent (and, if requested by any Bank, the Administrative Agent shall furnish a
copy to such Bank) a report setting forth (i) the issuance and expiration dates,
the face amount and Currency, the Class and the applicable account party of each
Letter of Credit issued by such Issuing Bank during the most recently completed
fiscal quarter (or, if so requested by the Administrative Agent, the most
recently completed month), (ii) the aggregate undrawn amount of all Letters of
Credit issued by such Issuing Bank that are outstanding as of such date and
(iii) the aggregate amount of all LC Disbursements made by such Issuing Bank
that have not been reimbursed by or on behalf of the Borrowers prior to such
date.

          2.12 Mandatory Prepayments in respect of Currency Fluctuations.

     On the first Business Day of each calendar month (or at such other times as
the Majority Multicurrency Banks may request (but not more frequently than once
in any rolling three month period)), the Administrative Agent shall determine
the aggregate Multicurrency Credit Exposure of all of the Multicurrency Banks
(including the Dollar Equivalent of any portion thereof that is denominated in
Foreign Currencies). For the purpose of this determination, the outstanding

<PAGE>

                                      -34-


principal amount of any Syndicated Loan or the undrawn face amount of any Letter
of Credit that is denominated in any Foreign Currency shall be deemed to be the
Dollar Equivalent of the amount in the Foreign Currency of such Loan, as of the
relevant determination date. Upon making such determination, the Administrative
Agent shall promptly notify the Banks and the Company thereof. If on the date of
such determination the aggregate Multicurrency Credit Exposures of all of the
Multicurrency Banks exceed the aggregate Multicurrency Commitments as then in
effect, then, if requested by the Majority Multicurrency Banks (through the
Administrative Agent), the Company shall, and shall cause the Subsidiary
Borrowers to, prepay the Syndicated Loans under the Multicurrency Commitments
(and/or provide cash cover for Multicurrency LC Exposures, as specified in
Section 9) in such amounts as shall be necessary so that after giving effect
thereto the aggregate Multicurrency Credit Exposure of all of the Multicurrency
Banks do not exceed the aggregate Multicurrency Commitments. Any payment
pursuant to this paragraph shall be applied, first, to prepay such Syndicated
Loans outstanding and next, to provide cover for Multicurrency LC Exposures. Any
such payment shall be accompanied by accrued interest thereon as provided in
Section 3.02 hereof and by any amounts payable under Section 5.04 hereof.

          2.13 Extension of Commitment Termination Date.

          (a) The Company may, by notice to the Administrative Agent (which
shall promptly notify the Banks) not more than 60 days and not less than 30 days
prior to each anniversary of the Effective Date (such anniversary date, the
"Extension Effective Date"), request (each, an "Extension Request") that the
Banks extend the Commitment Termination Date then in effect (the "Existing
Commitment Termination Date") for an additional one year. Each Bank, acting in
its sole discretion, shall, by notice to the Company and the Administrative
Agent given not later than the 20th day (or such later day as shall be
acceptable to the Company) following the date of such Company's notice, advise
the Company and the Administrative Agent whether or not such Bank agrees to such
extension; provided that any Bank that does not so advise the Company shall be
deemed to have rejected such Extension Request. The election of any Bank to
agree to such extension shall not obligate any other Bank to so agree.

          (b) The Company shall have the right at any time on or prior to the
relevant Extension Effective Date, unless an Event of Default shall have
occurred and be continuing, to replace any non-extending Bank with, and
otherwise add to this Agreement, one or more Additional Commitment Banks. Each
Additional Commitment Bank shall enter into an agreement in form and substance
reasonably satisfactory to the Company and the Administrative Agent pursuant to
which such Additional Commitment Bank shall, effective as of the Extension
Effective Date, provide a Commitment or (if such Additional Commitment Bank is
an existing Bank) increase its Commitment in the amount specified therein and
(if not an existing Bank) become a Bank hereunder, so long as any amounts
payable to the relevant non-extending Bank being replaced are paid in full.

          (c) If (and only if) the total of the Commitments of the Banks that
have agreed in connection with any Extension Request to extend the Existing
Commitment Termination Date and the additional Commitments of the Additional
Commitment Bank(s) shall be at least 50% of the aggregate amount of the
Commitments in effect immediately prior to the Extension Effective Date, then,
effective as of the Extension Effective Date, the Commitment Termination Date,
but

<PAGE>

                                      -35-


only with respect to the Commitment of each Bank that has agreed to so extend
its Commitment and of each Additional Commitment Bank, shall be extended to the
date falling one year after the then Existing Commitment Termination Date (or,
if such date is not a Business Day, such Commitment Termination Date as so
extended shall be the next preceding Business Day) and each Additional
Commitment Bank shall thereupon become a "Bank" for all purposes of this
Agreement. Notwithstanding the foregoing, the extension of the Existing
Termination Date shall not be effective with respect to any Bank unless as of
the relevant Extension Date (i) no Default shall have occurred and be continuing
and (ii) the representations and warranties of each Borrower contained in this
Agreement and the other Loan Documents shall be true on and as of such date with
the same force and effect as if made on and as of such date (or, if any such
representation and warranty is expressly stated to have been made as of a
specific date, as of such specific date) (and the Administrative Agent shall
have received a certification to such effect from a senior financial officer of
the Company, together with such evidence and other related documents as the
Administrative Agent may reasonably request with respect to the authorization of
the Company and other Borrowers of the extension and their respective
obligations hereunder).

          (d) Notwithstanding anything herein to the contrary, with respect to
any Bank that has not approved any Extension Request, the Commitment Termination
Date for such Bank shall remain unchanged (and the Commitment (including its
obligation in respect of any participation in respect of any Letter of Credit)
of such Bank shall terminate, and the Loans made by such Bank hereunder shall
mature, and shall be payable by the applicable Borrowers, on such date).

          Section 3. Payments of Principal and Interest.

          3.01 Repayment of Loans.

          (a) Each Borrower hereby promises to pay to the Administrative Agent
for account of each Bank the principal of each Syndicated Loan made by such Bank
to such Borrower, and each such Syndicated Loan shall mature, on the Commitment
Termination Date.

          (b) The Company agrees to pay to the Administrative Agent for account
of each Bank that makes a Money Market Loan the principal of such Money Market
Loan, and such Money Market Loan shall mature, on the last day of the Interest
Period for such Money Market Loan.

          3.02 Interest. Each Borrower hereby promises to pay to the
Administrative Agent for account of each Bank interest on the unpaid principal
amount of each Loan made to such Borrower by such Bank for the period from and
including the date of such Loan to but excluding the date such Loan shall be
paid in full, at the following rates per annum:

          (a) if such Loan is a Base Rate Loan, the Base Rate (as in effect from
     time to time) plus the Applicable Additional Margin (if any);

<PAGE>

                                      -36-


          (b) if such Loan is a Eurocurrency Loan, the Eurocurrency Rate for
     such Loan for the relevant Interest Period therefor plus the Applicable
     Rate plus the Applicable Additional Margin (if any);

          (c) if such Loan is a LIBOR Market Loan, the Eurocurrency Rate for
     such Loan for the Interest Period therefor plus (or minus) the LIBO Margin
     quoted by the Bank making such Loan in accordance with Section 2.03 hereof;
     and

          (d) if such Loan is an Absolute Rate Loan, the Absolute Rate for such
     Loan for the Interest Period therefor quoted by the Bank making such Loan
     in accordance with Section 2.03 hereof.

Notwithstanding the foregoing, each Borrower hereby promises to pay to the
Administrative Agent for account of each Bank interest at the applicable
Post-Default Rate on any principal of any Loan made to such Borrower by such
Bank and on any other amount payable by such Borrower hereunder or under the
Notes of such Borrower held by such Bank to or for account of such Bank, that
shall not be paid in full when due (whether at stated maturity, by acceleration,
by mandatory prepayment or otherwise), for the period from and including the due
date thereof to but excluding the date the same is paid in full. Accrued
interest on each Loan shall be payable (i) on the last day of the Interest
Period therefor and, if such Interest Period is longer than 90 days (in the case
of an Absolute Rate Loan) or three months (in the case of a Fixed Rate Loan), at
90-day or three-month intervals, respectively, following the first day of such
Interest Period, and (ii) in the case of any Loan, upon the payment or
prepayment thereof (but only on the principal amount so paid or prepaid), except
that interest payable at the Post-Default Rate shall be payable from time to
time on demand. Promptly after the determination of any interest rate provided
for herein or any change therein, the Administrative Agent shall give notice
thereof to the Banks to which such interest is payable and to the Company.

          Section 4. Payments; Pro Rata Treatment; Computations; Etc.

          4.01 Payments.

          (a) Except to the extent otherwise provided herein, all payments of
principal, interest, fees and other amounts to be made by the Borrowers under
this Agreement and the Notes (including, without limitation, payments of letter
of credit fees and reimbursements of LC Disbursements), shall be made in
immediately available funds, without deduction, set-off or counterclaim, to the
Administrative Agent's Account not later than 1:00 p.m. Local Time on the date
on which such payment shall become due (each such payment made after such time
on such due date to be deemed to have been made on the next succeeding Business
Day), provided that if a new Loan is to be made by any Bank to any Borrower on a
date such Borrower is to repay any principal of an outstanding Loan of such Bank
that is denominated in the same Currency, such Bank shall apply the proceeds of
such new Loan to the payment of the principal to be repaid and only an amount
equal to the difference between the principal to be borrowed and the principal
to be repaid shall be made available by such Bank to the Administrative Agent as
provided in Section 2.02 hereof or paid by such Borrower to the Administrative
Agent pursuant to this Section 4.01, as the case may be. All amounts owing under
this Agreement (including facility

<PAGE>

                                      -37-


fees, payments required under Section 5.01 hereof, and payments required under
Section 5.04 hereof relating to any Loan denominated in Dollars, but not
including (i) principal of, and interest on, any Loan denominated in any Foreign
Currency or payments relating to any such Loan required under Section 5.04
hereof, or (ii) any reimbursement obligations in respect of LC Disbursements
made pursuant to Letters of Credit denominated in any Foreign Currency, interest
on such LC Disbursements and fees required to be paid pursuant to Section
2.05(c) hereof which the applicable Borrower and applicable Issuing Bank have
agreed shall be paid in any Foreign Currency (to the extent payable in such
Foreign Currency), which in the case of each amount specified in clause (i) and
(ii), are payable in such Foreign Currency) or under any other Loan Document
(except to the extent otherwise provided therein) are payable in Dollars.
Notwithstanding the foregoing, if any Borrower shall fail to pay any principal
of any Loan when due (whether at stated maturity, by acceleration, by mandatory
prepayment or otherwise) or shall fail to pay any reimbursement obligation in
respect of any LC Disbursement when due, the unpaid portion of such Loan or
reimbursement obligation shall, if such Loan or reimbursement obligation is not
denominated in Dollars, automatically be redenominated in Dollars on the due
date thereof (or, in the case of any such Loan, if such due date is a day other
than the last day of the Interest Period therefor, on the last day of such
Interest Period) in an amount equal to the Dollar Equivalent thereof and such
principal or reimbursement obligation shall be payable on demand; and if any
Borrower shall fail to pay any interest on any Loan that is not denominated in
Dollars or on any LC Disbursement made pursuant to a Letter of Credit that is
not denominated in Dollars, such interest shall automatically be redenominated
in Dollars on the due date therefor (or, in the case of any such Loan, if such
due date is a day other than the last day of the Interest Period therefor, on
the last day of such Interest Period) in an amount equal to the Dollar
Equivalent thereof on the date of such redenomination and such interest shall be
payable on demand.

          (b) Any Bank or any Issuing Bank for whose account any such payment is
to be made may (but shall not be obligated to) debit the amount of any such
payment that is not made by such time to any ordinary deposit account of any
Borrower with such Bank or such Issuing Bank (with notice to the applicable
Borrower, the Company (without duplication) and the Administrative Agent),
provided that such Bank's or such Issuing Bank's failure to give such notice
shall not affect the validity thereof.

          (c) The Company shall, at the time of making each payment under this
Agreement or any Note for account of any Bank or any Issuing Bank, specify to
the Administrative Agent (which shall so notify the intended recipient(s)
thereof) the Loans of a Class or other amounts payable by the Borrowers
hereunder to which such payment is to be applied (and in the event that the
Company fails to so specify, or if an Event of Default has occurred and is
continuing, the Administrative Agent may distribute such payment to the Banks or
the relevant Issuing Bank or Issuing Banks, as the case may be, for application
in such manner, subject to Section 4.02 hereof, as it or the Majority Banks may
determine to be appropriate).

          (d) Each payment received by the Administrative Agent under this
Agreement or any Note for account of any Bank shall be paid by the
Administrative Agent promptly to such Bank, in immediately available funds and
in the Currency in which it was received, for account

<PAGE>

                                      -38-


of such Bank's Applicable Lending Office for the Loan or other obligation in
respect of which such payment is made.

          (e) If the due date of any payment under this Agreement or any Note
would otherwise fall on a day that is not a Business Day, such date shall be
extended to the next succeeding Business Day, and interest shall be payable for
any principal so extended for the period of such extension.

          (f) With respect to the payment by any Borrower of any amount
denominated in any Foreign Currency made in accordance with Section 4.01(a)
hereof, such Borrower shall not be liable to any Bank or any Issuing Bank for
any delay, or the consequences of any delay, by the Administrative Agent in the
crediting or remitting of any such amount to any Bank or any Issuing Bank. With
respect to the payment by the Administrative Agent of any amount denominated in
any Foreign Currency, the Administrative Agent shall not be liable to any
Borrower, any Bank or any Issuing Bank in any way whatsoever for any delay, or
the consequences of any delay, in the crediting to any account of any amount
required by this Agreement to be paid by the Administrative Agent if the
Administrative Agent shall have taken all relevant steps to achieve, on the date
required by this Agreement, the payment of such amount in immediately available,
freely transferable, cleared funds (in such Foreign Currency) to the account of
any Borrower, any Bank or any Issuing Bank in the Principal Financial Center
with respect to such Foreign Currency which the relevant Borrower, such Bank or
such Issuing Bank, as the case may be, shall have specified for such purpose.
For the purposes of this paragraph, "all relevant steps" means all such steps as
may be prescribed from time to time by the regulations or operating procedures
of such clearing or settlement system as the Administrative Agent may from time
to time determine for the purpose of clearing or settling payments in such
Foreign Currency.

          4.02 Pro Rata Treatment. Except to the extent otherwise provided
herein, (a) each borrowing of Syndicated Loans of a particular Class from the
Banks under Section 2.01 hereof shall be made from the Banks of such Class, and
each termination or reduction of the amount of the Commitments of a Class under
Section 2.04 hereof shall be applied to the respective Commitments of the Banks
of such Class, pro rata according to the amounts of their respective
Commitments; (b) except as otherwise provided in Section 5.04 hereof,
Eurocurrency Loans of a Class having the same Interest Period shall be allocated
pro rata among the Banks of such Class according to the amounts of their
respective Commitments (in the case of making Eurocurrency Loans) or their
respective Eurocurrency Loans having such Interest Period (in the case of
Conversions and Continuation of Eurocurrency Loans); (c) each payment or
prepayment of principal of Syndicated Loans of a Class by the Borrowers shall be
made for account of the Banks of such Class pro rata in accordance with the
respective unpaid principal amounts of the Syndicated Loans of such Class held
by them; (d) each payment of interest on Syndicated Loans of such Class by the
Borrowers shall be made for account of the Banks of such Class pro rata in
accordance with the amounts of interest on such Loans then due and payable to
the respective Banks and (e) each payment of fees under Section 2.05 hereof
shall be made for account of the Banks entitled thereto, pro rata according to
the amounts of their respective Commitments (or their respective Credit
Exposure, as applicable).

<PAGE>

                                      -39-


          4.03 Computations. All interest hereunder and fees under Section 2.05
hereof shall be computed on the basis of a year of 360 days, except that
interest computed by reference to the Base Rate at times when the Base Rate is
based on the Prime Rate and interest on all Loans denominated in Pounds Sterling
shall be computed on the basis of a year of 365 days (or 366 days in a leap
year), and in each case shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

          4.04 Minimum Amounts. Except for prepayments made pursuant to Section
5.04 hereof, each borrowing, Conversion and partial prepayment of principal of
(x) Base Rate Loans shall be in an aggregate amount at least equal to $1,000,000
or a larger multiple of $1,000,000 (it being understood that reimbursement
obligations in respect of LC Disbursements may be financed with Base Rate Loans
in amounts that are not in such multiples of $1,000,000) and (y) Eurocurrency
Loans shall be in an aggregate amount at least equal to $15,000,000 or a larger
multiple of $1,000,000 (borrowings, Conversions or prepayments of or into Loans
of different Types or, in the case of Eurocurrency Loans, having different
Interest Periods at the same time hereunder to be deemed separate borrowings,
Conversions and prepayments for purposes of the foregoing, one for each Type or
Interest Period), provided that the aggregate principal amount of Eurocurrency
Loans having the same Interest Period shall be in an amount at least equal to
$15,000,000 or a larger multiple of $1,000,000 and, if any Eurocurrency Loans
would otherwise be in a lesser principal amount for any period, such Loans shall
be Base Rate Loans during such period.

          4.05 Certain Notices. Except as otherwise provided in Section 2.03
hereof with respect to Money Market Loans, notices of termination or reductions
of the Commitments and of borrowings, Conversions, Continuations and optional
prepayments of Loans, of Types of Loans, of the Currency in which Syndicated
Loans are to be denominated and of the duration of Interest Periods shall be
irrevocable and shall be effective only if received by the Administrative Agent
not later than 11:00 a.m. New York time (or, in the case of any such notice
relating to a Syndicated Loan denominated in a Foreign Currency, 11:00 a.m.
Local Time) on the number of Business Days prior to the date of the relevant
termination, reduction, borrowing, Conversion, Continuation or prepayment or the
first day of such Interest Period specified below:

<TABLE>
<CAPTION>
                                        Number of
                                        Business
            Notice                     Days Prior
            ------                     ----------
<S>                                    <C>
Termination or reduction
   of Commitments                          3

Borrowing or prepayment of, or
   Conversion into, Base Rate Loans     same day

Borrowing or prepayment of,
   Conversion into, Continuation
   as or duration of Interest
   Period for, Eurocurrency Loans
</TABLE>

<PAGE>

                                      -40-


<TABLE>
<S>                                    <C>
   denominated in Dollars                  3

Borrowing or prepayment of,
   Continuation as or duration of
   Interest Period for, Eurocurrency
   Loans denominated in a Foreign
   Currency                                5
</TABLE>

Each such notice of termination or reduction shall specify the amount of the
Commitments to be terminated or reduced. Each such notice of borrowing,
Conversion, Continuation or optional prepayment shall specify the Loans to be
borrowed, Converted, Continued or prepaid and the amount (subject to Section
4.04 hereof), Class and Type of each Loan to be borrowed, Converted, Continued
or prepaid and the date of borrowing, Conversion, Continuation or optional
prepayment (which shall be a Business Day). Each such notice of borrowing of
Syndicated Loans shall specify the Currency in which such Loans are to be
denominated. The Administrative Agent shall promptly notify the Banks of the
contents of each such notice. In the event that the applicable Borrower fails to
select the Currency of a Syndicated Loan, within the time period and otherwise
as provided in this Section 4.05, such Loan will be denominated in Dollars
unless such Loan is a Continuation of an existing Eurocurrency Loan denominated
in a Foreign Currency, in which case such Syndicated Loan will be a Eurocurrency
Loan denominated in such Foreign Currency. In the event that the applicable
Borrower fails to select the Type of a Loan denominated in Dollars, or the
duration of any Interest Period for any Eurocurrency Loan denominated in
Dollars, within the time period and otherwise as provided in this Section 4.05,
such Loan (if outstanding as a Eurocurrency Loan) will be automatically
Converted into a Base Rate Loan on the last day of the then current Interest
Period for such Loan or (if outstanding as a Base Rate Loan) will remain as, or
(if not then outstanding) will be made as, a Base Rate Loan. In the event that
the applicable Borrower fails to select the Type of a Syndicated Loan but has
selected a Foreign Currency as the Currency for such Loan, within the time
period and otherwise as provided in this Section 4.05, such Syndicated Loan will
be made as a Eurocurrency Loan denominated in such Foreign Currency. In the
event that the applicable Borrower fails to select the duration of any Interest
Period for any Eurocurrency Loan denominated in a Foreign Currency, within the
time period and otherwise as provided in this Section 4.05, such Borrower will
be deemed to have selected an Interest Period of one month's duration for such
Loan.

          4.06 Non-Receipt of Funds by the Administrative Agent. Unless the
Administrative Agent shall have been notified by a Bank or a Borrower (the
"Payor") prior to the time on which the Payor is to make payment to the
Administrative Agent of (in the case of a Bank) the proceeds of a Loan to be
made by such Bank hereunder or (in the case of a Borrower) a payment to the
Administrative Agent for account of one or more of the Banks hereunder (such
payment being herein called the "Required Payment"), which notice shall be
effective upon receipt, that the Payor does not intend to make the Required
Payment to the Administrative Agent, the Administrative Agent may assume that
the Required Payment has been made and may, in reliance upon such assumption
(but shall not be required to), make the amount thereof available to the
intended recipient(s) on such date; and, if the Payor has not in fact made the
Required Payment to the Administrative Agent, the recipient(s) of such payment
shall, on demand, 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 (the "Advance Date")

<PAGE>

                                      -41-


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 the
Federal Funds Rate for such day and, if such recipient(s) shall fail promptly to
make such payment, the Administrative Agent shall be entitled to recover such
amount, on demand, from the Payor, together with interest as aforesaid, provided
that if neither the recipient(s) nor the Payor shall return the Required Payment
to the Administrative Agent within three Business Days of the Advance Date,
then, retroactively to the Advance Date, the Payor and the recipient(s) shall
each be obligated to pay interest on the Required Payment as follows:

          (i) if the Required Payment shall represent a payment to be made by
     any Borrower to the Banks, such Borrower and the Banks shall each be
     obligated retroactively to the Advance Date to pay interest in respect of
     the Required Payment at the Post-Default Rate (without duplication of the
     obligation of such Borrower under Section 3.02 hereof to pay interest on
     the Required Payment at the Post-Default Rate), it being understood that
     the return by the recipient(s) of the Required Payment to the
     Administrative Agent shall not limit such obligation of such Borrower under
     Section 3.02 hereof to pay interest at the Post-Default Rate in respect of
     the Required Payment; and

          (ii) if the Required Payment shall represent proceeds of a Loan to be
     made by the Banks to any Borrower, the Payor and such Borrower shall each
     be obligated retroactively to the Advance Date to pay interest in respect
     of the Required Payment pursuant to whichever of the rates specified in
     Section 3.02 hereof is applicable to the Type of such Loan, it being
     understood that the return by such Borrower of the Required Payment to the
     Administrative Agent shall not limit any claim such Borrower may have
     against the Payor in respect of such Required Payment.

          4.07 Sharing of Payments, Etc.

          (a) Each Borrower agrees that, in addition to (and without limitation
of) any right of set-off, banker's lien or counterclaim a Bank or an Issuing
Bank may otherwise have, each Bank and each Issuing Bank shall be entitled, at
its option (to the fullest extent permitted by law), to set off and apply any
deposit (general or special, time or demand, provisional or final), or other
indebtedness, held by it for the credit or account of such Borrower at any of
its offices, in Dollars or in any other currency, against any principal of or
interest on any of such Bank's Loans, any unreimbursed LC Disbursements owing to
it or any other amount payable to such Bank or such Issuing Bank hereunder, that
is not paid when due (regardless of whether such deposit or other indebtedness
are then due to such Borrower), in which case it shall promptly notify the
Company and the Administrative Agent thereof, provided that such Bank's or such
Issuing Bank's failure to give such notice shall not affect the validity
thereof.

          (b) If any Bank shall obtain from any Borrower payment of any
principal of or interest on any Loan of any Class owing to it or payment of any
other amount under this Agreement through the exercise of any right of set-off,
banker's lien or counterclaim or similar right or otherwise (other than from the
Administrative Agent as provided herein), and, as a result of such payment, such
Bank shall have received a greater percentage of the principal of or interest on
the Loans of such Class or such other amounts then due hereunder by the
Borrowers to such Bank than the percentage received by any other Bank, it shall
promptly purchase from

<PAGE>

                                      -42-


such other Banks participations in (or, if and to the extent specified by such
Bank, direct interests in) the Loans of such Class or such other amounts,
respectively, owing to such other Banks (or in interest due thereon, as the case
may be) in such amounts, and make such other adjustments from time to time as
shall be equitable, to the end that all the Banks shall share the benefit of
such excess payment (net of any expenses that may be incurred by such Bank in
obtaining or preserving such excess payment) pro rata in accordance with the
unpaid principal of and/or interest on the Loans of such Class or such other
amounts, respectively, owing to each of the Banks. To such end all the Banks
shall make appropriate adjustments among themselves (by the resale of
participations sold or otherwise) if such payment is rescinded or must otherwise
be restored.

          (c) Each Borrower agrees that any Bank so purchasing such a
participation (or direct interest) may exercise all rights of set-off, banker's
lien, counterclaim or similar rights with respect to such participation as fully
as if such Bank were a direct holder of Loans or other amounts (as the case may
be) owing to such Bank in the amount of such participation.

          (d) Nothing contained herein shall require any Bank to exercise any
such right or shall affect the right of any Bank to exercise, and retain the
benefits of exercising, any such right with respect to any other indebtedness or
obligation of the Borrowers. If, under any applicable bankruptcy, insolvency or
other similar law, any Bank receives a secured claim in lieu of a set-off to
which this Section 4.07 applies, such Bank shall, to the extent practicable,
exercise its rights in respect of such secured claim in a manner consistent with
the rights of the Banks entitled under this Section 4.07 to share in the
benefits of any recovery on such secured claim.

          Section 5. Yield Protection, Etc.

          5.01 Additional Costs.

          (a) The Company shall pay in Dollars directly to each Bank from time
to time such amounts as such Bank may reasonably determine to be necessary to
compensate such Bank for any costs that such Bank reasonably determines are
attributable to its making or maintaining of any Fixed Rate Loans or its
obligation to make any Fixed Rate Loans hereunder to any Borrower, or any
reduction in any amount receivable by such Bank hereunder in respect of any of
such Loans or such obligation to any Borrower (such increases in costs and
reductions in amounts receivable being herein called "Additional Costs"),
resulting from any Regulatory Change that:

          (i) subjects any Bank (or its Applicable Lending Office for any of
     such Loans) to any tax, duty or other charge in respect of such Loans or
     its Notes or changes the basis of taxation of any amounts payable to such
     Bank under this Agreement or its Notes in respect of any of such Loans
     (excluding changes in the rate of tax on the overall net income of such
     Bank or of such Applicable Lending Office by the jurisdiction in which such
     Bank has its principal office or such Applicable Lending Office); or

          (ii) imposes or modifies any reserve, special deposit or similar
     requirements (other than, in the case of any Bank for any period as to
     which the Company is required

<PAGE>

                                      -43-


     to pay any amount under paragraph (d) of this Section 5.01, the reserves
     against "Eurocurrency liabilities" under Regulation D therein referred to)
     relating to any extensions of credit or other assets of, or any deposits
     with or other liabilities of, such Bank (including, without limitation, any
     of such Loans or any deposits referred to in the definitions of
     "Eurocurrency Rate" in Section 1.01 hereof), or any commitment of such Bank
     (including, without limitation, the Commitment of such Bank hereunder); or

          (iii) imposes any other condition affecting this Agreement or its
     Notes (or any of such extensions of credit or liabilities) or its
     Commitment.

If any Bank requests compensation from the Company under this Section 5.01(a),
the Company may, by notice to such Bank (with a copy to the Administrative
Agent), suspend the obligation of such Bank thereafter to make or Continue
Eurocurrency Loans, or Convert Base Rate Loans into Eurocurrency Loans, until
the Regulatory Change giving rise to such request ceases to be in effect (in
which case (x) all such Eurocurrency Loans then outstanding to any Borrower
(other than any Foreign Subsidiary Borrower) shall be automatically Converted
into Base Rate Loans on the last day(s) of the current Interest Period(s)
therefor and (y) all such Eurocurrency Loans then outstanding to any Foreign
Subsidiary Borrower shall be prepaid on the last day(s) of the current Interest
Period(s) therefor), provided that such suspension shall not affect the right of
such Bank to receive the compensation so requested.

          (b) Without limiting the effect of the foregoing provisions of this
Section 5.01 (but without duplication of any other requirement in this Section
5), if any Bank determines that any Regulatory Change regarding capital
requirements has or would have the effect of reducing the rate of return on such
Bank's capital or on the capital of such Bank's holding company, if any, as a
consequence of this Agreement or the Loans made by such Banks to a level below
that which such Bank or such Bank's holding company could have achieved but for
such Regulatory Change (taking into consideration such Bank's policies and the
policies of such Bank's holding company with respect to capital adequacy), then
from time to time the Company will pay in Dollars to such Bank such additional
amount or amounts as will compensate such Bank or such Bank's holding company
for any such reduction suffered.

          (c) Each Bank shall notify the Company of any event occurring after
the date hereof entitling such Bank to compensation under paragraph (a) or (b)
of this Section 5.01 as promptly as practicable, but in any event within 45
days, after such Bank obtains actual knowledge thereof; provided that (i) if any
Bank fails to give such notice within 45 days after it obtains actual knowledge
of such an event, such Bank shall, with respect to compensation payable pursuant
to this Section 5.01 in respect of any costs resulting from such event, only be
entitled to payment under this Section 5.01 for costs incurred from and after
the date 45 days prior to the date that such Bank does give such notice and (ii)
each Bank will designate a different Applicable Lending Office for the Loans of
such Bank affected by such event if such designation will avoid the need for, or
reduce the amount of, such compensation and will not, in the sole opinion of
such Bank, be disadvantageous to such Bank, except that such Bank shall have no
obligation to designate an Applicable Lending Office located in the United
States of America. Each Bank will furnish to the Company a certificate setting
forth the basis and amount of each request by such Bank for compensation under
paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any
Bank for purposes of this Section 5.01 of the effect of any

<PAGE>

                                      -44-


Regulatory Change pursuant to paragraph (a) of this Section 5.01, or of the
effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on
its costs or rate of return of maintaining Loans or its obligation to make
Loans, or on amounts receivable by it in respect of Loans, and of the amounts
required to compensate such Bank under this Section 5.01, shall be conclusive,
provided that such determinations and allocations are made on a reasonable
basis.

          (d) Without limiting the effect of the foregoing, the Company shall
pay in Dollars to each Bank on the last day of each Interest Period for each
Fixed Rate Loan to any Borrower (other than any Foreign Subsidiary Borrower) so
long as such Bank is maintaining reserves against "Eurocurrency liabilities"
under Regulation D (or so long as such Bank is, by reason of any Regulatory
Change, maintaining reserves against any other category of liabilities that
includes deposits by reference to which the interest rate on Fixed Rate Loans is
determined as provided in this Agreement or against any category of extensions
of credit or other assets of such Bank that includes any Fixed Rate Loans) an
additional amount (determined by such Bank and notified to the Company through
the Administrative Agent) equal to the product of the following for each Fixed
Rate Loan for each day during such Interest Period:

          (i) the principal amount of such Fixed Rate Loan outstanding on such
     day; and

          (ii) the remainder of (x) a fraction the numerator of which is the
     rate (expressed as a decimal) at which interest accrues on such Fixed Rate
     Loan for such Interest Period as provided in this Agreement (less the
     Applicable Rate) and the denominator of which is one minus the effective
     rate (expressed as a decimal) at which such reserve requirements are
     imposed on such Bank on such day minus (y) such numerator; and

          (iii) 1/360.

          (e) With respect to any change by a Bank of its Applicable Lending
Office or any assignment by a Bank under Section 11.06(b) hereof, the Bank
changing such office or assignee Bank (as the case may be) shall not be entitled
to any compensation under this Section 5.01 with respect to any Additional Costs
resulting from any Regulatory Change that occurred prior to the date of such
assignment or such change of office.

          5.02 Limitation on Types of Loans. Anything herein to the contrary
notwithstanding, if, on or prior to the determination of any Eurocurrency Rate
for any Interest Period:

          (a) the Administrative Agent determines, which determination shall be
     conclusive, that quotations of interest rates for the relevant deposits in
     the relevant Currency referred to in the definition of "Eurocurrency Rate"
     in Section 1.01 hereof are not being provided in the relevant amounts or
     for the relevant maturities for purposes of determining rates of interest
     for either Type of Fixed Rate Loans denominated in such Currency as
     provided herein; or

          (b) the Majority Banks determine (or any Bank that has outstanding a
     Money Market Quote with respect to a LIBOR Market Loan determines), which
     determination shall be conclusive, and notify (or notifies, as the case may
     be) the Administrative Agent

<PAGE>

                                      -45-


     that the relevant rates of interest referred to in the definition of
     "Eurocurrency Rate" in Section 1.01 hereof upon the basis of which the rate
     of interest for Eurocurrency Loans denominated in such Currency (or LIBOR
     Market Loans, as the case may be) for such Interest Period is to be
     determined are not likely adequately to cover the cost to such Banks (or to
     such quoting Bank) of making or maintaining Eurocurrency Loans denominated
     in such Currency or LIBOR Market Loans, as the case may be, for such
     Interest Period;

then the Administrative Agent shall give the Company and each Bank prompt notice
thereof and, so long as such condition remains in effect, the Banks (or such
quoting Bank) shall be under no obligation to make additional Eurocurrency Loans
denominated in such Currency (or the LIBOR Market Loan for which such Quote was
made, as the case may be), to Continue Eurocurrency Loans denominated in such
Currency or to Convert Base Rate Loans into Eurocurrency Loans, and the
applicable Borrower shall, on the last day of the then current Interest Period
for the outstanding Eurocurrency Loans, either prepay such Loans or Convert such
Loans into Base Rate Loans in accordance with Section 2.09 hereof.

          5.03 Illegality. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Bank or its Applicable
Lending Office to honor its obligation to make or maintain Eurocurrency Loans
(or to make or maintain Eurocurrency Loans denominated in a particular Currency)
hereunder (and, in the sole opinion of such Bank, the designation of a different
Applicable Lending Office would either not avoid such unlawfulness or would be
disadvantageous to such Bank), then such Bank shall promptly notify the Company
thereof (with a copy to the Administrative Agent) and such Bank's obligation to
make or Continue, or to Convert Loans of any Type into, Eurocurrency Loans (or
to make or maintain Eurocurrency Loans denominated in a particular Currency, as
the case may be) shall be suspended until such time as such Bank may again make
and maintain Eurocurrency Loans (Eurocurrency Loans denominated in such
Currency) (in which case (x) all such Eurocurrency Loans denominated in such
Currency then outstanding to any Borrower (other than any Foreign Subsidiary
Borrower) shall be automatically Converted into Base Rate Loans on the last
day(s) of the current Interest Period(s) therefor (or on such earlier date as
such Bank may specify to the applicable Borrower (with a copy to the
Administrative Agent) if such earlier date is required by law) and (y) all such
Eurocurrency Loans denominated in such Currency then outstanding to any Foreign
Subsidiary Borrower shall be prepaid on the last day(s) of the current Interest
Period(s) therefor (or on such earlier date as such Bank may specify to the
applicable Borrower (with a copy to the Administrative Agent) if such earlier
date is required by law)), and such Bank shall no longer be obligated to make
any LIBOR Market Loan (or any LIBOR Market Loan denominated in such Currency, as
the case may be) that it has offered to make.

          5.04 Compensation. The Company shall pay to the Administrative Agent
for account of each Bank, upon the request of such Bank through the
Administrative Agent, such amount or amounts as shall be sufficient (in the
reasonable opinion of such Bank) to compensate it for any loss, cost or expense
that such Bank determines is attributable to:

          (a) any payment, mandatory or optional prepayment or Conversion of a
     Fixed Rate Loan or an Absolute Rate Loan made by such Bank to any Borrower
     for any reason

<PAGE>

                                      -46-


     (including, without limitation, the acceleration of the Loans pursuant to
     Section 9 hereof) on a date other than the last day of the Interest Period
     for such Loan; or

          (b) any failure by any Borrower for any reason other than if a Bank's
     obligation to make or Continue Loans shall be suspended pursuant to Section
     5.01 or 5.03 hereof (including, without limitation, the failure of any of
     the conditions precedent specified in Section 6 hereof to be satisfied) to
     borrow a Fixed Rate Loan or an Absolute Rate Loan (with respect to which,
     in the case of a Money Market Loan, the Company has accepted a Money Market
     Quote) from such Bank on the date for such borrowing specified in the
     relevant notice of borrowing given pursuant to Section 2.02 or 2.03(b)
     hereof or to prepay a Fixed Rate Loan on the date for such prepayment, as
     specified in the relevant notice of prepayment.

Without limiting the effect of the preceding sentence, such compensation shall
include an amount equal to the excess, if any, of (i) the amount of interest
that otherwise would have accrued on the principal amount so paid, prepaid, not
borrowed or not prepaid for the period (the "relevant period") from the date of
such payment, prepayment, failure to borrow or failure to prepay to the last day
of the then current Interest Period for such Loan (or, in the case of a failure
to borrow, the Interest Period for such Loan that would have commenced on the
date specified for such borrowing) at the applicable rate of interest for such
Loan provided for herein less the Applicable Rate over (ii) the amount of
interest that otherwise would have accrued on such principal amount at a rate
per annum equal to the interest component of the amount such Bank would have bid
in the London interbank market (if such Loan is a Fixed Rate Loan) or the United
States of America secondary certificate of deposit market (if such Loan is an
Absolute Rate Loan) for deposits denominated in the Currency of such Loan of
leading banks in amounts comparable to such principal amount and with maturities
comparable to the relevant period (as reasonably determined by such Bank).

          5.05 Taxes.

          (a) Any and all payments by or on account of each obligation of each
Borrower hereunder or under any other Loan Document shall be made free and clear
of and without deduction for any Indemnified Taxes or Other Taxes; provided that
if any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes
from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section 5.05) the Administrative Agent or
Bank (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) such Borrower shall make such
deductions and (iii) such Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.

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

          (c) Each Borrower shall indemnify the Administrative Agent and each
Bank, within 10 days after written demand to such Borrower therefor, for the
full amount of any Indemnified Taxes or Other Taxes in respect of such Borrower
(including Indemnified Taxes or

<PAGE>

                                      -47-


Other Taxes imposed or asserted on or attributable to amounts payable under this
Section 5.05) paid by the Administrative Agent or such Bank, as the case may be,
and any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount (with reasonable supporting details) of such
payment or liability delivered to any Borrower by a Bank, or by the
Administrative Agent on its own behalf or on behalf of a Bank, shall be
conclusive absent manifest error.

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

          (e) Any Foreign Bank that is entitled to an exemption from or
reduction of withholding tax under the laws of the United States of America, or
any treaty with the United States of America with respect to payments under this
Agreement shall deliver to the Company (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law or as reasonably
requested by the Company, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without
withholding or at a reduced rate.

          Without limiting the foregoing, each Foreign Bank, with respect to
Loans made to the Company or any Subsidiary Borrower that is a Domestic
Subsidiary, or Letters of Credit issued for the account of the Company, shall
deliver to the Company and each such Subsidiary Borrower, with copies to the
Administrative Agent, two copies of either U.S. Internal Revenue Service Form
W-8BEN or Form W-8ECI, or, in the case of a Foreign Bank claiming complete
exemption from the withholding of U.S. federal income tax under Section 871(h)
or 881(c) of the Code with respect to payments of "portfolio interest," a
certificate reasonably acceptable to the Company representing that such Foreign
Bank is not (i) a "bank" for purposes of Section 881(c) of the Code, (ii) a
ten-percent shareholder of the Company (within the meaning of Section
871(h)(3)(B) of the Code) or (iii) a controlled foreign corporation related to
the Company (within the meaning of Section 864(d)(4) of the Code), and a Form
W-8BEN, or any subsequent versions thereof or successors thereto, in all cases
properly completed and duly executed by such Foreign Bank claiming complete
exemption from, or a reduced rate of, withholding of U.S. federal income tax on
all payments by or on account of any obligation of the Company or (if
applicable) such Subsidiary Borrower under this Agreement or under any other
Loan Document. Such forms shall be delivered by each such Foreign Bank on or
before the date it becomes a party to this Agreement. In addition, each such
Foreign Bank shall deliver such forms immediately prior to the obsolescence or
invalidity of any form previously delivered by such Foreign Bank. Each such
Foreign Bank shall promptly notify the Company and (if applicable) such
Subsidiary Borrower at any time it determines that it is no longer in a position
to provide any previously delivered certificate to the Person(s) to whom such
certificate was previously delivered (or any other form of certification adopted
by the U.S. taxing authorities for such purpose).

          (f) If the Administrative Agent or any Bank is entitled to an
exemption from or reduction in the rate of the imposition, deduction or
withholding of any Indemnified Tax or

<PAGE>

                                      -48-


Other Tax under the laws of the jurisdiction in which any Foreign Subsidiary
Borrower is organized or engaged in business, or any treaty to which such
jurisdiction is a party, with respect to payments by such Subsidiary Borrower
under this Agreement or any other Loan Document, then the Administrative Agent
or such Bank (as the case may be) shall deliver to such Subsidiary Borrower or
the relevant Governmental Authority, in the manner and at the time or times
prescribed by applicable law or as reasonably requested by the Company (at least
60 days prior to the due date required for submission thereof), such properly
completed and executed documentation prescribed by applicable law or reasonably
requested by the Company as will permit such payments to be made without the
imposition, deduction or withholding of such Indemnified Tax or Other Tax or at
a reduced rate, provided that the Administrative Agent or such Bank is legally
entitled to complete, execute and deliver such documentation and in its
reasonable judgment such completion, execution or submission would not
materially prejudice its commercial or legal position or require disclosure of
information it considers confidential or proprietary.

          (g) If the Administrative Agent, a Bank or an Issuing Bank determines,
in its reasonable discretion, that it has received a refund of any Taxes or
Other Taxes as to which it has been indemnified by any Borrower or with respect
to which any Borrower has paid additional amounts pursuant to this Section 5.05,
it shall pay over such refund to such Borrower (but only to the extent of
indemnity payments made, or additional amounts paid, by such Borrower under this
Section 5.05 with respect to the Taxes or Other Taxes giving rise to such
refund), net of all reasonable out-of-pocket expenses of the Administrative
Agent, such Bank or such Issuing Bank, as the case may be, incurred in
connection therewith and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund); provided that such
Borrower, upon the request of the Administrative Agent, such Bank or such
Issuing Bank, agrees to repay the amount paid over to such Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority, other than any such penalties, interest or other charges attributable
to the gross negligence or willful misconduct of the Administrative Agent, such
Bank or such Issuing Bank, as applicable) to the Administrative Agent, such Bank
or such Issuing Bank in the event the Administrative Agent, such Bank or such
Issuing Bank is required to repay such refund to such Governmental Authority.
This Section 5.05 shall not be construed to require the Administrative Agent,
any Bank or any Issuing Bank to make available its tax returns (or any other
information relating to its taxes which it deems confidential or proprietary) to
any Borrower or any other Person.

          5.06 Replacement of Banks. If any Bank requests compensation pursuant
to Section 5.01 or 5.05 hereof, or any Bank's obligation to make or Continue
Loans of any Type, or to Convert Loans of any Type into the other Type of Loan,
shall be suspended pursuant to Section 5.01 or 5.03 hereof (any such Bank
requesting such compensation, or whose obligations are so suspended, being
herein called a "Requesting Bank"), the Company, upon three Business Days'
notice to such Bank and the Administrative Agent, may, at its sole expense and
effort, require that such Requesting Bank transfer all of its right, title and
interest under this Agreement and such Requesting Bank's Notes without recourse
to any bank or other financial institution (a "Proposed Bank") identified by the
Company that is satisfactory to the Administrative Agent (i) if such Proposed
Bank agrees to assume all of the obligations of such Requesting Bank hereunder,
and to purchase all of such Requesting Bank's Loans hereunder for consideration
equal to the aggregate outstanding principal amount of such Requesting Bank's
Loans, together

<PAGE>

                                      -49-


with interest thereon to the date of such purchase, and arrangements
satisfactory to the Requesting Bank are made for payment to such Requesting Bank
of all other amounts payable hereunder to such Requesting Bank on or prior to
the date of such transfer (including any fees accrued hereunder and any amounts
that would be payable under Section 5.04 hereof as if all of such Requesting
Bank's Loans were being prepaid in full on such date) and (ii) if such
Requesting Bank has requested compensation pursuant to Section 5.01 or 5.05
hereof, such Proposed Bank's aggregate requested compensation, if any, pursuant
to Section 5.01 or 5.05 hereof with respect to such Requesting Bank's Loans is
lower than that of the Requesting Bank. Subject to the provisions of Section
11.06(b) hereof, such Proposed Bank shall be a "Bank" for all purposes
hereunder. Without prejudice to the survival of any other agreement of the
Company hereunder, the agreements of the Company contained in Sections 5.01,
5.05 and 11.03 hereof (without duplication of any payments made to such
Requesting Bank by the Company or the Proposed Bank) shall survive for the
benefit of such Requesting Bank under this Section 5.06 with respect to the time
prior to such replacement.

          5.07 Additional Costs in Respect of Letters of Credit. Without
limiting the obligations of the Company under Section 5.01 hereof (but without
duplication), if as a result of any Regulatory Change there shall be imposed,
modified or deemed applicable any tax, reserve, special deposit, capital
adequacy or similar requirement against or with respect to or measured by
reference to Letters of Credit issued or to be issued hereunder and the result
shall be to increase the cost to any Issuing Bank or any Bank of issuing (or
purchasing participations in) or maintaining its obligation hereunder to issue
(or purchase participations in) any Letter of Credit hereunder or reduce any
amount receivable by any Issuing Bank or any Bank hereunder in respect of any
Letter of Credit (which increases in cost, or reductions in amount receivable,
shall be the result of such Issuing Bank's or such Banks' reasonable allocation
of the aggregate of such increases or reductions resulting from such event),
then, upon demand by such Issuing Bank or such Bank (through the Administrative
Agent), the Company shall pay immediately to the Administrative Agent for
account of such Issuing Bank or such Bank, from time to time as specified by
such Issuing Bank or such Bank, such additional amounts as shall be sufficient
to compensate such Issuing Bank or such Bank for such increased costs or
reductions in amount. Each Issuing Bank and each Bank shall notify the Company
of any event occurring after the date hereof entitling such Issuing Bank or such
Bank, as the case may be, to compensation under this Section 5.07 as promptly as
practicable, but in any event within 45 days, after such Issuing Bank or such
Bank obtains actual knowledge thereof; provided that if any Issuing Bank or any
Bank fails to give such notice within 45 days after it obtains actual knowledge
of such an event, such Issuing Bank or such Bank shall, with respect to
compensation payable pursuant to this Section 5.07 in respect of any costs
resulting from such event, only be entitled to payment under this Section 5.07
for costs incurred from and after the date 45 days prior to the date that such
Issuing Bank or such Bank does give such notice. Each Issuing Bank and each Bank
will furnish to the Company a certificate setting forth the basis and amount of
each request by such Issuing Bank or such Bank, as the case may be, for
compensation under this Section 5.07. Determinations and allocations by any
Issuing Bank or any Bank for purposes of this Section 5.07 of the effect of any
Regulatory Change and of the amounts required to compensate such Issuing Bank or
Bank under this Section 5.07 shall be conclusive, provided that such
determinations and allocations are made on a reasonable basis.

<PAGE>

                                      -50-


          Section 6. Conditions Precedent.

          6.01 Initial Loan. This Agreement (and the amendment and restatement
of the Existing 5-Year Credit Agreement to be effected hereby) and obligation of
any Bank to make Loans hereunder or of any Issuing Bank to issue Letters of
Credit hereunder shall not become effective until the date on which the
Administrative Agent shall have received the following documents, each of which
shall be satisfactory to the Administrative Agent in form and substance:

          (a) Executed Counterparts. From each party hereto, a counterpart of
     this Agreement signed on behalf of such party (or written evidence
     satisfactory to the Administrative Agent, which may include telecopy
     transmission of a signed signature page to this Agreement, that such party
     has signed a counterpart of this Agreement).

          (b) Corporate Documents. Certified copies of the charter and by-laws
     (or equivalent documents) of each Borrower, a certificate of good standing
     for each Borrower in its Relevant Jurisdiction (where legally applicable)
     and certified copies of all corporate authority for each Borrower
     (including, without limitation, board of director resolutions and evidence
     of the incumbency, including specimen signatures, of officers) with respect
     to the execution, delivery and performance of this Agreement and the Notes
     and each other document to be delivered by such Borrower from time to time
     in connection herewith and the extensions of credit hereunder (and the
     Administrative Agent and each Bank may conclusively rely on such
     certificate until it receives notice in writing from such Borrower to the
     contrary).

          (c) Officer's Certificate. A certificate, dated the Effective Date, of
     a senior officer of the Company to the effect set forth in clauses (a) and
     (b) of the first sentence of Section 6.02 hereof.

          (d) Opinion of Counsel for the Borrowers. Opinions, each dated the
     Effective Date, of (i) internal counsel for the Company reasonably
     satisfactory to the Administrative Agent, substantially in the form of
     Exhibit B hereto and (ii) if there shall be any Subsidiary Borrowers party
     hereto as of the Effective Date, internal or external counsel for each such
     Subsidiary Borrower reasonably satisfactory to the Administrative Agent
     (which opinion shall be in form and substance satisfactory to the
     Administrative Agent) as shall be reasonably requested by the
     Administrative Agent, and in each case covering such other matters as the
     Administrative Agent or any Bank may reasonably request (and each Borrower
     hereby instructs its counsel to deliver such opinion to the Banks and the
     Administrative Agent).

          (e) Opinion of Special New York Counsel to JPMCB. An opinion, dated
     the Effective Date, of Milbank, Tweed, Hadley & McCloy LLP, special New
     York counsel to JPMCB, substantially in the form of Exhibit C hereto (and
     JPMCB hereby instructs such counsel to deliver such opinion to the Banks).

          (f) Existing Credit Agreements. Evidence that as of the Effective Date
     (i) the principal of and interest on, and all other amounts owing under
     each of the Existing

<PAGE>

                                      -51-


     Credit Agreements shall have been (or shall be simultaneously) paid in full
     and (ii) the commitments under the Existing 364-Day Credit Agreement have
     been terminated.

          (g) Payment of Fees and Other Amounts. Evidence that the Company shall
     have (or shall be simultaneously) paid in full all fees required to be
     paid, and all expenses required to be paid or reimbursed for which written
     invoices have been presented to the Company.

          (h) Other Documents. Such other documents as the Administrative Agent
     or any Bank or special New York counsel to JPMCB may reasonably request.

          6.02 Initial and Subsequent Loans. The obligation of any Bank to make
any Loan (including any Money Market Loan and such Bank's initial Syndicated
Loan) to the Borrowers upon the occasion of each borrowing hereunder, or of any
Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject
to the further conditions precedent that, both immediately prior to the making
of such Loan or the issuance, amendment, renewal or extension of such Letter of
Credit, as the case may be, and also after giving effect thereto and to the
intended use thereof:

          (a) no Default shall have occurred and be continuing;

          (b) the representations and warranties made by the Company and each
     other Borrower (if any) in Section 7 hereof and (in the case of each
     Subsidiary Borrower, if any) in the Subsidiary Borrower Designation to
     which it is a party (other than, after the Effective Date, (i) the last
     sentence of Section 7.02 hereof and (ii) Section 7.03 hereof) shall be true
     and complete on and as of the date of the making of such Loan or the
     issuance, amendment, renewal or extension of such Letter of Credit, as the
     case may be, with the same force and effect as if made on and as of such
     date (or, if any such representation or warranty is expressly stated to
     have been made as of a specific date, as of such specific date); and

          (c) during the 25-month period ending on the date of such Loan or such
     issuance, amendment, renewal or extension of a Letter of Credit, as the
     case may be, there shall not have occurred a change in the composition of a
     majority of the Board of Directors of the Company from individuals (i) who
     were members of such Board on the first day of such period, (ii) whose
     election or nomination to such Board was approved by individuals referred
     to in clause (i) above constituting at the time of such election or
     nomination at least a majority of such Board or (iii) whose election or
     nomination to such Board was approved by individuals referred to in clauses
     (i) and (ii) above constituting at the time of such election or nomination
     at least a majority of such Board.

Each borrowing of Loans and each issuance, amendment, renewal or extension of a
Letter of Credit shall be deemed to constitute a representation and warranty by
each Borrower on the date thereof as to the matters specified in paragraphs (a),
(b) and (c) of this Section 6.02.

          Section 7. Representations and Warranties. Each of the Company (other
than

<PAGE>

                                      -52-


with respect to Section 7.12 hereof) and each Subsidiary Borrower (only with
respect to Section 7.12 hereof and only from and after such Subsidiary Borrower
shall become, and for so long as it shall remain, a party hereto) severally
represents and warrants to the Administrative Agent and the Banks that:

          7.01 Corporate Existence. The Company and each of its Subsidiaries (a)
is a corporation, partnership or other entity duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization; (b)
has all requisite corporate or other power, and has all material governmental
licenses, authorizations, consents and approvals necessary to own its assets and
carry on its business as now being or as proposed to be conducted; and (c) is
qualified to do business and is in good standing in all jurisdictions in which
the nature of the business conducted by it makes such qualification necessary
and where failure so to qualify could (either individually or in the aggregate)
reasonably be likely to have a Material Adverse Effect.

          7.02 Financial Condition. The Company has heretofore furnished to each
of the Banks the following financial statements:

          (i) the audited consolidated balance sheet of the Company and its
     Subsidiaries as at December 31, 2005 and the related consolidated
     statements of income, stockholders' equity and cash flows of the Company
     and its Subsidiaries for the fiscal year ended on said date, with the
     opinion thereon of PricewaterhouseCoopers LLP; and

          (ii) the unaudited consolidated balance sheet of the Company and its
     Subsidiaries as at March 31, 2006 and the related unaudited consolidated
     statements of income, stockholders' equity and cash flows of the Company
     and its Subsidiaries for the three-month period ended on such date.

All such financial statements present fairly, in all material respects, the
respective consolidated financial condition of the Company and its Subsidiaries
as at such respective dates and the consolidated results of their operations for
the fiscal year and the three-month period ended on such dates (subject, in the
case of such financial statements as at March 31, 2006, to normal year-end audit
adjustments), all in accordance with GAAP and practices applied on a consistent
basis. Since December 31, 2005, there has been no material adverse change in the
consolidated financial condition, operations or business taken as a whole of the
Company and its Subsidiaries.

          7.03 Litigation. Except as disclosed in the Company's Annual Report on
Form 10-K filed with the SEC for the Company's fiscal year ended December 31,
2005 and in the Company's Quarterly Report on Form 10-Q filed with the SEC for
the Company's fiscal quarter ended March 31, 2006, which Annual Reports and
Quarterly Reports have been furnished to the Banks prior to the Effective Date,
there are no legal or arbitral proceedings, or any proceedings by or before any
governmental or regulatory authority or agency, now pending or (to the knowledge
of such Borrower) threatened against such Borrower or any of its Subsidiaries
that could (either individually or in the aggregate) reasonably be likely to
have a Material Adverse Effect.

          7.04 No Breach. None of the execution and delivery of this Agreement
and the

<PAGE>

                                      -53-


Notes and the other Loan Documents, the consummation of the transactions herein
contemplated or compliance with the terms and provisions hereof will conflict
with or result in a breach of, or require any consent under, the charter or
by-laws (or equivalent documents) of the Company, or any applicable law or
regulation, or any order, writ, injunction or decree of any court or
governmental authority or agency, or any agreement or instrument to which the
Company or any of its Subsidiaries is a party or by which any of them or any of
their Property is bound or to which any of them is subject, or constitute a
default under any such agreement or instrument.

          7.05 Action. The Company has all necessary corporate power, authority
and legal right to execute, deliver and perform its obligations under this
Agreement and the Notes and the other Loan Documents to which it is to be a
party; the execution, delivery and performance by the Company of this Agreement
and the Notes and the other Loan Documents to which it is to be a party have
been duly authorized by all necessary corporate action on its part; and this
Agreement has been duly and validly executed and delivered by the Company and
constitutes, and each of its Notes when executed and delivered for value, and
each of the other Loan Documents to which it is to be a party when executed and
delivered, will constitute, its legal, valid and binding obligation, enforceable
against the Company in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws of general applicability affecting the enforcement of creditors' rights.

          7.06 Approvals. No authorizations, approvals or consents of, and no
filings or registrations with, any governmental or regulatory authority or
agency, or any securities exchange, are necessary for the execution, delivery or
performance by the Company of this Agreement or the Notes or the other Loan
Documents to which it is a party or for the legality, validity or enforceability
hereof or thereof.

          7.07 ERISA. The Company and its ERISA Affiliates has fulfilled its
obligations under the minimum funding standards of ERISA and the Code with
respect to each Plan and is in compliance in all material respects with the
presently applicable provisions of ERISA and the Code with respect to each Plan,
and has no existing liability (other than to make PBGC premium payments and Plan
funding payments as they fall due) to the PBGC or any Plan or Multi-Employer
Plan.

          7.08 Taxes. The Company and its Domestic Subsidiaries have filed all
Federal income tax returns and all other material tax returns that are required
to be filed by them and have paid all taxes due pursuant to such returns or
pursuant to any assessment received by the Company or any of its Domestic
Subsidiaries, except for any such tax being contested in good faith and by
proper proceedings and against which adequate reserves are being maintained. The
charges, accruals and reserves on the books of the Company and its Domestic
Subsidiaries in respect of taxes are, in the opinion of the Company, adequate.

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

          7.10 Environmental Matters. The Company and its Subsidiaries have
obtained all environmental, health and safety permits, licenses and other
authorizations required under all

<PAGE>

                                      -54-


Environmental Laws to carry on its business as now being or as proposed to be
conducted, except to the extent failure to have any such permit, license or
authorization could not (either individually or in the aggregate) reasonably be
expected to have a Material Adverse Effect.

          7.11 Use of Credit. No part of the proceeds of the Loans hereunder
will be used, directly or indirectly, to buy or carry any Margin Stock.

          7.12 Representations and Warranties of Subsidiary Borrowers. Each
Subsidiary Borrower severally represents and warrants that:

          (a) such Subsidiary Borrower is a corporation, partnership or other
     entity duly organized, validly existing, and (to the extent this concept is
     applicable under the laws of the Relevant Jurisdiction) in good standing,
     under the laws of the Relevant Jurisdiction;

          (b) none of the execution and delivery of the Subsidiary Borrower
     Designation to which it is a party, this Agreement and the other Loan
     Documents to which it is a party (collectively, with respect to any
     Subsidiary Borrower, the "Subsidiary Borrower Loan Documents"), the
     consummation of the transactions herein or therein contemplated or
     compliance with the terms and provisions hereof or thereof will conflict
     with or result in a breach of, or require any consent under, the charter or
     by-laws (or equivalent documents) of such Subsidiary Borrower, or any
     applicable law or regulation, or any order, writ, injunction or decree of
     any court or governmental authority or agency, or any agreement or
     instrument to which such Subsidiary Borrower is a party or by which it or
     any of its Property is bound or to which any of them is subject, or
     constitute a default under any such agreement or instrument;

          (c) such Subsidiary Borrower has all necessary corporate or other
     power, authority and legal right to execute, deliver and perform its
     obligations under the Subsidiary Borrower Loan Documents to which it is a
     party; the execution, delivery and performance by such Subsidiary Borrower
     Loan Documents have been duly authorized by all necessary corporate action
     on its part; and each Subsidiary Borrower Loan Documents to which it is a
     party, constitutes or, when executed and delivered (in the case of its
     Notes only) for value, will constitute, its legal, valid and binding
     obligation, enforceable against such Subsidiary Borrower in accordance with
     its terms, except as such enforceability may be limited by bankruptcy,
     insolvency, reorganization, moratorium or similar laws of general
     applicability affecting the enforcement of creditors' rights;

          (d) no authorizations, approvals or consents of, and no filings or
     registrations with, any Governmental Authority are necessary for the
     execution, delivery or performance by such Subsidiary Borrower of the
     Subsidiary Borrower Loan Documents to which it is a party or for the
     validity or enforceability of any thereof or for the borrowings by and/or
     other extensions of credit to such Subsidiary Borrower hereunder;

          (e) (in the case of each Foreign Subsidiary Borrower only) to ensure
     the legality, validity, enforceability or admissibility in evidence of
     Subsidiary Borrower Loan Documents to which such Foreign Subsidiary
     Borrower is a party against it, it is not

<PAGE>

                                      -55-


     necessary that any such Subsidiary Borrower Loan Documents or any other
     document be filed or recorded with any Governmental Authority other than
     such filings and recordations that have already been made;

          (f) (in the case of each Foreign Subsidiary Borrower only) each of the
     Subsidiary Borrower Loan Documents to which such Foreign Subsidiary
     Borrower is a party is in proper legal form under the laws of its Relevant
     Jurisdiction for the enforcement thereof against such Foreign Subsidiary
     Borrower, and all formalities required in such Relevant Jurisdiction for
     the validity and enforceability of such Foreign Subsidiary Borrower Loan
     Documents (including any necessary registration, recording or filing with
     any court or other authority in such Relevant Jurisdiction) have been
     accomplished; and

          (g) (in the case of each Foreign Subsidiary Borrower only) under the
     laws of its Relevant Jurisdiction, such Subsidiary Borrower is not entitled
     to immunity on the ground of sovereignty or the like from the jurisdiction
     of any court or from any action, suit or proceeding, or the service of
     process in connection therewith, arising under the Subsidiary Borrower Loan
     Documents to which it is a party.

          Section 8. Covenants of the Company. The Company covenants and agrees
with the Banks and the Administrative Agent that, so long as any Commitment or
Loan or Letter of Credit is outstanding and until payment in full of all amounts
payable by the Company hereunder:

          8.01 Financial Statements, Etc. The Company shall deliver to each of
the Banks:

          (a) as soon as available and in any event within 50 days after the end
     of each of the first three quarterly fiscal periods of each fiscal year of
     the Company, consolidated statements of income, stockholders' equity and
     cash flows of the Company and its Subsidiaries for such period and for the
     period from the beginning of the respective fiscal year to the end of such
     period, and the related consolidated balance sheet of the Company and its
     Subsidiaries as at the end of such period, setting forth in each case in
     comparative form the corresponding consolidated figures for the
     corresponding periods in the preceding fiscal year (except that, in the
     case of balance sheets, such comparison shall be to the last day of the
     prior fiscal year), accompanied by a certificate of a senior financial
     officer of the Company, which certificate shall state that said
     consolidated financial statements present fairly, in all material respects,
     the consolidated financial condition and results of operations of the
     Company and its Subsidiaries, in accordance with generally accepted
     accounting principles, consistently applied, as at the end of, and for,
     such period (subject to normal year-end audit adjustments) (it being
     understood that delivery to the Banks of the Company's Report on Form 10-Q
     filed with the SEC shall satisfy the requirements of this Section 8.01(a)
     so long as the information required to be contained in such Report is
     substantially the same as that required under this clause (a));

          (b) as soon as available and in any event within 100 days after the
     end of each fiscal year of the Company, consolidated statements of income,
     stockholders' equity and cash flows of the Company and its Subsidiaries for
     such fiscal year and the related

<PAGE>

                                      -56-


     consolidated balance sheet of the Company and its Subsidiaries as at the
     end of such fiscal year, setting forth in each case in comparative form the
     corresponding consolidated figures for the preceding fiscal year, and
     accompanied by an opinion thereon of independent certified public
     accountants of recognized national standing, which opinion shall state that
     said consolidated financial statements present fairly, in all material
     respects, the consolidated financial condition and results of operations of
     the Company and its Subsidiaries as at the end of, and for, such fiscal
     year in accordance with generally accepted accounting principles (it being
     understood that delivery to the Banks of the Company's Report on Form 10-K
     filed with the SEC shall satisfy the requirements of this Section 8.01(b)
     so long as the information required to be contained in such Report is
     substantially the same as that required under this clause (b));

          (c) promptly upon their becoming available, copies of all registration
     statements and regular periodic reports on Forms 10-K, 10-Q and 8-K that
     the Company shall have filed with the SEC or any national securities
     exchange (to the extent not already delivered pursuant to clauses (a) and
     (b) above);

          (d) promptly upon the mailing thereof to the shareholders of the
     Company generally, copies of all financial statements, reports and proxy
     statements so mailed;

          (e) promptly after the Company knows or has reason to believe that any
     Default has occurred, a notice of such Default describing the same in
     reasonable detail and, together with such notice or as soon thereafter as
     possible, a description of the action that the Company has taken or
     proposes to take with respect thereto; and

          (f) from time to time such other information regarding the financial
     condition, operations or business of the Company or any of its Subsidiaries
     as any Bank or the Administrative Agent may reasonably request.

The Company will furnish to each Bank, at the time it furnishes each set of
financial statements pursuant to clause (a) or (b) above, a certificate of a
senior financial officer of the Company to the effect that no Default has
occurred and is continuing (or, if any Default has occurred and is continuing,
describing the same in reasonable detail and describing the action that the
Company has taken or proposes to take with respect thereto). The Company shall
be deemed to have furnished the information specified in clause (a), (b), (c) or
(d) above on the date such information is posted at the Company's website on the
Internet at "www.pb.com", at "www.sec.gov" or at such other website identified
by the Company in a notice to the Administrative Agent and the Banks that is
accessible by the Banks without charge; provided that the Company shall deliver
paper copies of such information to any Bank upon request of such Bank through
the Administrative Agent.

          8.02 Existence, Etc. The Company will, and will cause each of its
Subsidiaries to:

          (a) preserve and maintain its legal existence and all of its material
     rights (charter and statutory), privileges, licenses and franchises
     (provided that nothing in this Section 8.02 shall prohibit any transaction
     expressly permitted under Section 8.04 hereof

<PAGE>

                                      -57-


     and provided, further, that the Company shall not be required to cause any
     of its Subsidiaries (other than any Subsidiary Borrower) to preserve its
     legal existence or its rights, privileges, licenses or franchises if the
     Company shall determine that the preservation thereof is no longer
     necessary in the conduct of the business of the Company and its
     Subsidiaries taken as a whole);

          (b) comply with the requirements of all applicable laws, rules,
     regulations and orders of governmental or regulatory authorities if failure
     to comply with such requirements is reasonably likely (either individually
     or in the aggregate) to have a Material Adverse Effect;

          (c) pay and discharge all taxes, assessments and governmental charges
     or levies imposed on it or on its income or profits or on any of its
     Property prior to the date on which penalties attach thereto, except for
     any such tax, assessment, charge or levy the payment of which is being
     contested in good faith and by proper proceedings and against which
     adequate reserves are being maintained;

          (d) maintain all of its Properties used or useful in its business in
     good working order and condition, ordinary wear and tear excepted; provided
     that nothing in this Section 8.02(d) shall prevent the Company or any of
     its Subsidiaries from discontinuing such maintenance if such discontinuance
     is, in the judgment of the Company, desirable in the conduct of its
     business and the business of any of its Subsidiaries;

          (e) keep adequate records and books of account, in which complete
     entries will be made in accordance with generally accepted accounting
     principles consistently applied; and

          (f) permit representatives of any Bank or the Administrative Agent,
     during normal business hours and upon reasonable prior notice, to examine,
     copy and make extracts from its books and records, to inspect any of its
     Properties, and to discuss its business and affairs with its officers, all
     to the extent reasonably requested by such Bank or the Administrative Agent
     (as the case may be).

          8.03 Insurance. The Company will, and will cause each of its
Subsidiaries to, maintain insurance with financially sound and reputable
insurance companies (or through self-insurance programs so long as such
self-insurance is administered in accordance with sound business practices), and
with respect to Property and risks of a character usually maintained by
corporations engaged in the same or similar business similarly situated, against
loss, damage and liability of the kinds and in the amounts customarily
maintained by such corporations.

          8.04 Prohibition of Fundamental Changes.

          (a) The Company will not enter into any transaction of merger or
     consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
     suffer any liquidation or dissolution), provided that the Company may merge
     with another Person if the Company shall be the continuing or surviving
     corporation and after giving effect thereto no Default would exist
     hereunder.

<PAGE>

                                      -58-


          (b) The Company will not convey, sell, lease, transfer or otherwise
     dispose of, in one transaction or a series of transactions, all or
     substantially all of its business or Property, whether now owned or
     hereafter acquired (including, without limitation, receivables and
     leasehold interests but excluding (i) obsolete or worn-out equipment no
     longer used or useful in its business and (ii) inventory sold in the
     ordinary course of business).

          8.05 Limitation on Liens. The Company will not, and will not permit
any of its Domestic Subsidiaries to, create, incur, assume or suffer to exist
any Lien upon any of its Property (including, without limitation, any shares of
stock of or Indebtedness of any Domestic Subsidiary), whether now owned or
hereafter acquired, except:

          (a) Liens in existence on the date hereof and listed on Schedule 8.05
     hereto;

          (b) Liens imposed by any governmental authority for taxes, assessments
     or charges not yet due or that are being contested in good faith and by
     appropriate proceedings if adequate reserves with respect thereto are
     maintained on the books of the Company or the affected Domestic
     Subsidiaries in accordance with GAAP;

          (c) carriers', warehousemen's, mechanics', materialmen's, repairmen's
     or other like Liens arising in the ordinary course of business that are not
     overdue for a period of more than 30 days or that are being contested in
     good faith and by appropriate proceedings and Liens securing judgments but
     only to the extent for an amount and for a period not resulting in an Event
     of Default under Section 9(h) hereof;

          (d) pledges or deposits under worker's compensation, unemployment
     insurance and other social security legislation;

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

          (f) easements, rights-of-way, restrictions and other similar
     encumbrances incurred in the ordinary course of business and encumbrances
     consisting of zoning restrictions, easements, licenses, restrictions on the
     use of Property or minor imperfections in title thereto that, in the
     aggregate, are not material in amount, and that do not in any case
     materially detract from the value of the Property subject thereto or
     interfere with the ordinary conduct of the business of the Company or any
     of its Domestic Subsidiaries;

          (g) Liens on Property of any corporation that becomes a Domestic
     Subsidiary of the Company after the date hereof, provided that such Liens
     are in existence at the time such corporation becomes a Domestic Subsidiary
     of the Company and were not created in anticipation thereof;

          (h) Liens upon real and/or tangible personal Property acquired after
     the date hereof (by purchase, construction or otherwise) by the Company or
     any of its Domestic

<PAGE>

                                      -59-


     Subsidiaries, each of which Liens either (A) existed on such Property
     before the time of its acquisition and was not created in anticipation
     thereof or (B) was created solely for the purpose of securing Indebtedness
     representing, or incurred to finance, refinance or refund, the cost
     (including the cost of construction) of such Property; provided that (i) no
     such Lien shall extend to or cover any Property of the Company or such
     Domestic Subsidiary other than the Property so acquired and improvements
     thereon and (ii) the principal amount of Indebtedness secured by any such
     Lien shall at no time exceed 90% of the fair market value (as determined in
     good faith by a senior financial officer of the Company) of such Property
     at the time it was acquired (by purchase, construction or otherwise);

          (i) Liens securing Indebtedness of a Wholly-Owned Domestic Subsidiary
     to the Company or to another Wholly-Owned Subsidiary, and Liens securing
     Indebtedness of the Company to The Pitney Bowes Bank, Inc., a Wholly-Owned
     Subsidiary, in an aggregate principal amount not exceeding $15,000,000 at
     any one time outstanding;

          (j) Liens securing non-recourse obligations in connection with
     leveraged lease or single-investor lease transactions;

          (k) Liens arising from the sale of accounts receivable or chattel
     paper for which fair equivalent value is received;

          (l) any extension, renewal or replacement (or successive extensions,
     renewals or replacements) in whole or in part, of any Liens referred to in
     the foregoing clauses (a), (g) and (h); provided that the principal amount
     of Indebtedness secured thereby and not otherwise authorized by this
     Section 8.05 shall not exceed the principal amount of Indebtedness, plus
     any premium or fee payable in connection with any such extension, renewal
     or replacement, so secured at the time of such extension, renewal or
     replacement;

          (m) Liens securing obligations of the Company in respect of any
     interest rate or foreign currency protection or hedging arrangement entered
     into in the ordinary course of business and for non-speculative purposes;
     and

          (n) Liens contemplated under the last paragraph of Section 9 hereof.

Notwithstanding the foregoing provisions, the Company and its Domestic
Subsidiaries may create, incur, assume or suffer to exist Liens securing
Indebtedness in an aggregate principal amount which, together with the aggregate
principal amount of secured Indebtedness permitted by clause (k) of the
foregoing provisions, does not exceed at any one time outstanding 10% of
Consolidated Net Tangible Assets of the Company and its Domestic Subsidiaries.
For the purposes of this Section 8.05, the term "Consolidated Net Tangible
Assets" shall mean, as at any particular time, the aggregate amount of assets
after deducting therefrom (a) all current liabilities (excluding any such
liability that by its terms is extendable or renewable at the option of the
obligor thereon to a time more than 12 months after the time as of which the
amount thereof is being computed) and (b) all goodwill, excess of cost over
assets acquired, patents, copyrights, trademarks, trade names, unamortized debt
discount and expense and other like intangibles, all as shown in the most recent
consolidated financial statements of the Company and its Subsidiaries

<PAGE>

                                      -60-


furnished to the Banks pursuant to Sections 7.02, 8.01(a) and 8.01(b) hereof on
or prior to such time.

          8.06 Use of Proceeds. The Company will, and will ensure that each
Subsidiary Borrower will, use the proceeds of the Loans hereunder for its
general corporate purposes, including for the backup of its commercial paper
programs (in compliance with all applicable legal and regulatory requirements,
including, without limitation, Regulations U and X and the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as amended, and the
regulations thereunder); provided that neither the Administrative Agent nor any
Bank shall have any responsibility as to the use of any of such proceeds. The
Company will use the Letters of Credit in connection with its general corporate
purposes.

          8.07 Lines of Business. The Company will not, and will not permit any
of its Domestic Subsidiaries to, make any material change in the fundamental
nature of the integrated mail and document management solutions business of the
Company and its Domestic Subsidiaries, taken as a whole, as carried on at the
date hereof.

          Section 9. Events of Default. If one or more of the following events
(herein called "Events of Default") shall occur and be continuing:

          (a) Any Borrower shall: (i) default in the payment when due (whether
     at stated maturity or upon mandatory or optional prepayment) of any
     principal of any Loan or any reimbursement obligation in respect of any LC
     Disbursement; or (ii) default in the payment of any interest on any Loan or
     on any such reimbursement obligation or any fee or any other amount payable
     hereunder and such default shall continue unremedied for three or more
     Business Days; or

          (b) The Company or any of its Domestic Subsidiaries shall default in
     the payment when due (after the expiration of any applicable grace period)
     of any principal of or interest on any of its other Indebtedness
     aggregating $35,000,000 or more; or any event specified in any note,
     agreement, indenture or other document evidencing or relating to any
     Indebtedness aggregating $35,000,000 or more shall occur if the effect of
     such event is to cause, or (with the giving of any notice or the lapse of
     time or both) to permit the holder or holders of such Indebtedness (or a
     trustee or agent on behalf of such holder or holders) to cause, such
     Indebtedness to become due, or to be prepaid in full (whether by
     redemption, purchase, offer to purchase or otherwise), prior to its stated
     maturity, or if the effect of any such event is to permit the termination
     of any commitment to provide such Indebtedness, provided that this clause
     (b) shall exclude any Indebtedness of the Company or any of its Domestic
     Subsidiaries secured by any Property of such Borrower and its Subsidiaries
     if, and so long as, the instruments governing such Indebtedness limit
     recourse (whether direct or indirect) of the holders thereof against the
     Company and its Subsidiaries to such Property; or

          (c) Any representation, warranty or certification made or deemed made
     herein (or in any modification or supplement hereto) by any Borrower, or
     any certificate furnished

<PAGE>

                                      -61-


     to any Bank or the Administrative Agent pursuant to the provisions hereof,
     shall prove to have been false or misleading as of the time made or
     furnished in any material respect; or

          (d) The Company shall default in the performance of any of its
     obligations under Sections 8.01(e), 8.04, 8.05 and 8.07 hereof; or any
     Borrower shall default in the performance of any of its other obligations
     in this Agreement and such default shall continue unremedied for a period
     of thirty or more days after notice thereof to the Company by the
     Administrative Agent or any Bank (through the Administrative Agent); or

          (e) The Company or any of its Domestic Subsidiaries shall admit in
     writing its inability to, or be generally unable to, pay its debts as such
     debts become due; or

          (f) The Company or any of its Domestic Subsidiaries shall (i) apply
     for or consent to the appointment of, or the taking of possession by, a
     receiver, custodian, trustee, examiner or liquidator of itself or of all or
     a substantial part of its Property, (ii) make a general assignment for the
     benefit of its creditors, (iii) commence a voluntary case under any
     Bankruptcy Laws, (iv) file a petition seeking to take advantage of any
     other law relating to bankruptcy, insolvency, reorganization, liquidation,
     dissolution, arrangement or winding-up, or composition or readjustment of
     debts, (v) fail to controvert in a timely and appropriate manner, or
     acquiesce in writing to, any petition filed against it in an involuntary
     case under any Bankruptcy Laws or (vi) take any corporate action for the
     purpose of effecting any of the foregoing; or

          (g) A proceeding or case shall be commenced, without the application
     or consent of the Company or any of its Domestic Subsidiaries, in any court
     of competent jurisdiction, seeking (i) its reorganization, liquidation,
     dissolution, arrangement or winding-up, or the composition or readjustment
     of its debts, (ii) the appointment of a receiver, custodian, trustee,
     examiner, liquidator or the like of the Company or such Domestic Subsidiary
     or of all or any substantial part of its Property or (iii) similar relief
     in respect of the Company or such Domestic Subsidiary under any Bankruptcy
     Laws, and such proceeding or case shall continue undismissed, or an order,
     judgment or decree approving or ordering any of the foregoing shall be
     entered and continue unstayed and in effect, for a period of 60 or more
     days; or an order for relief against the Company or such Domestic
     Subsidiary shall be entered in an involuntary case under any Bankruptcy
     Laws; or

          (h) A final judgment or judgments for the payment of money of
     $35,000,000 or more in the aggregate (exclusive of judgment amounts fully
     covered by insurance where the insurer has not denied coverage in respect
     of such judgment) shall be rendered by one or more courts, administrative
     tribunals or other bodies having jurisdiction against the Company or any of
     its Domestic Subsidiaries and the same shall not be discharged (or
     provision shall not be made for such discharge), or a stay of execution
     thereof shall not be procured, within 30 days from the date of entry
     thereof and the Company or the relevant Domestic Subsidiary shall not,
     within said period of 30 days, or such longer period during which execution
     of the same shall have been stayed, appeal therefrom and cause the
     execution thereof to be stayed during such appeal; or

<PAGE>

                                      -62-


          (i) An event or condition shall occur or exist with respect to any
     Plan or Multiemployer Plan and, as a result of such event or condition,
     together with all other such then existing events or conditions, the
     Company or any of its ERISA Affiliates shall incur or, in the reasonable
     good faith opinion of the Majority Banks, shall be reasonably likely to
     incur a liability (excluding PBGC premium payments and plan funding
     payments resulting from changes in legal requirements and increases in
     benefits) to a Plan, a Multiemployer Plan or PBGC (or any combination of
     the foregoing) that, in the determination of the Majority Banks, could
     (either individually or in the aggregate) reasonably be expected to have a
     Material Adverse Effect; or

          (j) During any 25-month period ending on or after the date hereof, a
     majority of the Board of Directors of the Company shall no longer be
     composed of individuals (i) who were members of such Board on the first day
     of such period, (ii) whose election or nomination to such Board was
     approved by individuals referred to in clause (i) above constituting at the
     time of such election or nomination at least a majority of such Board or
     (iii) whose election or nomination to such Board was approved by
     individuals referred to in clauses (i) and (ii) above constituting at the
     time of such election or nomination at least a majority of such Board;
     provided that such change in composition shall not constitute an Event of
     Default if, on the last day of each such period, no extensions of credit
     are outstanding hereunder; or

          (k) Any Person or group of Persons (within the meaning of Section 13
     or 14 of the Securities Exchange Act of 1934, as amended) shall, after the
     date hereof, acquire, directly or indirectly, beneficial ownership (within
     the meaning of Rule 13d-3 of the SEC) of 25% or more of the outstanding
     shares of voting stock of the Company; or

          (l) The guarantee of the Company under Section 12 hereof shall for
     whatever reason be terminated or cease to be in full force and effect, or
     the enforceability thereof shall be contested by the Company or any
     Subsidiary Borrower;

THEREUPON: (1) in the case of an Event of Default other than one referred to in
clause (f) or (g) of this Section 9 with respect to the Company, (A) the
Administrative Agent, with the approval of the Majority Banks, may and, upon
request of the Majority Banks, will, by notice to the Company, terminate the
Commitments and they shall thereupon terminate, and (B) the Administrative
Agent, with the approval of the Majority Banks, may and, upon request of the
Majority Banks shall, by notice to the Company declare the principal amount then
outstanding of, and the accrued interest on, the Loans and all other amounts
payable by any Borrower hereunder and under the Notes (including, without
limitation, any amounts payable under Section 5.04 hereof) to be forthwith due
and payable, whereupon such amounts shall be immediately due and payable without
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by each Borrower; and (2) in the case of the occurrence
of an Event of Default referred to in clause (f) or (g) of this Section 9 with
respect to the Company, the Commitments shall automatically be terminated and
the principal amount then outstanding of, and the accrued interest on, the Loans
and all other amounts payable by the Borrowers hereunder and under the Notes
(including, without limitation, any amounts payable under Section 5.04 hereof)
shall automatically become immediately due and payable without

<PAGE>

                                      -63-


presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by each Borrower.

          In addition, upon the occurrence and during the continuance of any
Event of Default (if the Administrative Agent has declared the principal amount
then outstanding of, and accrued interest on, the Loans and all other amounts
payable by the Borrowers hereunder to be due and payable), the Company agrees
that it shall, if requested by the Administrative Agent or the Majority Banks
through the Administrative Agent (and, in the case of any Event of Default
referred to in clause (f) or (g) of this Section 9 with respect to the Company,
forthwith, without any demand or the taking of any other action by the
Administrative Agent or the Banks) provide cover for the LC Exposure by paying
to the Administrative Agent immediately available funds (in Dollars or, if
requested by the Administrative Agent with respect to any Letters of Credit
denominated in an Agreed Foreign Currency, such Agreed Foreign Currency) in an
amount equal to the then aggregate undrawn face amount of all Letters of Credit,
which funds shall be held by the Administrative Agent in an account or accounts
established and maintained at the Person acting as the Administrative Agent in
the name of the Administrative Agent and for the benefit of the Banks (which
account or accounts may be a "securities account" (within the meaning of Section
8-501 of the Uniform Commercial Code as in effect in the State of New York (the
"UCC")), as collateral security for the LC Exposure (and for this purpose the
Company hereby grants a security interest to the Administrative Agent for the
benefit of the Banks in such account or accounts and all financial assets (as
defined in the UCC) and other property held therein).

          Section 10. The Administrative Agent.

          10.01 Appointment, Powers and Immunities. Each Bank hereby appoints
and authorizes the Administrative Agent to act as its agent hereunder with such
powers as are specifically delegated to the Administrative Agent by the terms of
this Agreement, together with such other powers as are reasonably incidental
thereto. The Administrative Agent (which term as used in this sentence and in
Section 10.05 hereof and the first sentence of Section 10.06 hereof shall
include reference to its Affiliates and its own and its Affiliates' officers,
directors, employees and agents):

          (a) shall have no duties or responsibilities except those expressly
     set forth in this Agreement, and shall not by reason of this Agreement be a
     trustee for any Bank;

          (b) shall not be responsible to the Banks for any recitals,
     statements, representations or warranties contained in this Agreement, or
     in any certificate or other document referred to or provided for in, or
     received by any of them under, this Agreement, or for the value, validity,
     effectiveness, genuineness, enforceability or sufficiency of this
     Agreement, any Note, any other Loan Document or any other document referred
     to or provided for herein or for any failure by any Borrower to perform any
     of its obligations hereunder or thereunder;

          (c) shall not be required to initiate or conduct any litigation or
     collection proceedings hereunder; and

<PAGE>

                                      -64-


          (d) shall not be responsible for any action taken or omitted to be
     taken by it hereunder or under any other document or instrument referred to
     or provided for herein or in connection herewith, except for its own gross
     negligence or willful misconduct.

          The Administrative Agent may deem and treat the payee of a Note as the
holder thereof for all purposes hereof unless and until a notice of the
assignment or transfer thereof shall have been filed with the Administrative
Agent, together with the consent of the Company to such assignment or transfer
(to the extent required by Section 11.06(b) hereof).

          The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent (and which may include any of its
Affiliates and, without limiting the foregoing, it is agreed that as of the date
hereof (and until such appointment may be revoked by the Administrative Agent)
J.P. Morgan Europe Limited will act for the purposes of performing certain
administrative functions with respect to extensions of credit hereunder to be
made in currencies other than Dollars). The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties and the Administrative Agent shall not
be responsible for the negligence or misconduct of any such sub-agent or Related
Party selected by it in good faith. The exculpatory provisions of this Section
10 shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.

          10.02 Reliance by Administrative Agent. The Administrative Agent shall
be entitled to rely upon any certification, notice or other communication
(including, without limitation, any thereof by telephone, telecopy, telegram or
cable) believed by it to be genuine and correct and to have been signed or sent
by or on behalf of the proper Person or Persons, and upon advice and statements
of legal counsel, independent accountants and other experts selected by the
Administrative Agent. As to any matters not expressly provided for by this
Agreement, the Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder in accordance with instructions
given by the Majority Banks (or, if so provided in Section 11.04 hereof, all of
the Banks), and such instructions of the Majority Banks (or all of the Banks, as
the case may be) and any action taken or failure to act pursuant thereto shall
be binding on all of the Banks.

          10.03 Defaults. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of a Default unless the Administrative
Agent has received notice from a Bank or the Company specifying such Default and
stating that such notice is a "Notice of Default". In the event that the
Administrative Agent receives such a notice of the occurrence of a Default, the
Administrative Agent shall give prompt notice thereof to the Banks. The
Administrative Agent shall (subject to Section 10.07 hereof) take such action
with respect to such Default as shall be directed by the Majority Banks,
provided that, unless and until the Administrative Agent shall have received
such directions, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default as it shall deem advisable in the best interest of the Banks except to
the extent that

<PAGE>

                                      -65-


this Agreement expressly requires that such action be taken, or not be taken,
only with the consent or upon the authorization of the Majority Banks or all of
the Banks.

          10.04 Rights as a Bank. With respect to its Commitment and the Loans
made by it, JPMCB (and any successor acting as Administrative Agent) in its
capacity as a Bank hereunder shall have the same rights and powers hereunder as
any other Bank and may exercise the same as though it were not acting as the
Administrative Agent, and the term "Bank" or "Banks" shall, unless the context
otherwise indicates, include the Administrative Agent in its individual
capacity. JPMCB (and any successor acting as Administrative Agent) and its
Affiliates may (without having to account therefor to any Bank) accept deposits
from, lend money to, make investments in and generally engage in any kind of
banking, trust or other business with any Borrower (and any of its Subsidiaries
or Affiliates) as if it were not acting as the Administrative Agent, and JPMCB
(and any such successor) and its Affiliates may accept fees and other
consideration from any Borrower for services in connection with this Agreement
or otherwise without having to account for the same to the Banks.

          10.05 Indemnification. The Banks agree to indemnify the Administrative
Agent (to the extent not reimbursed under Section 11.03 hereof, but without
limiting the obligations of the Company under Section 11.03 hereof) ratably in
accordance with their respective Commitments (and, after the Commitments have
been terminated, ratably in accordance with the aggregate Credit Exposure of all
of the Banks) (determined at the time the applicable unreimbursed expense or
indemnity payment is sought), for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever that may be imposed on, incurred by or
asserted against the Administrative Agent (including by any Bank) arising out of
or by reason of any investigation in or in any way relating to or arising out of
this Agreement or any other documents contemplated by or referred to herein or
the transactions contemplated hereby (including, without limitation, the costs
and expenses that the Company is obligated to pay under Section 11.03 hereof but
excluding unless a Default has occurred and is continuing, normal administrative
costs and expenses incident to the performance of its agency duties hereunder)
or the enforcement of any of the terms hereof or of any such other documents,
provided that no Bank shall be liable for any of the foregoing to the extent
they arise from the gross negligence or willful misconduct of the party to be
indemnified.

          10.06 Non-Reliance on Administrative Agent and Other Banks. Each Bank
agrees that it has, independently and without reliance on the Administrative
Agent, the Syndication Agent or any other Bank, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Company and its Subsidiaries and decision to enter into this Agreement and that
it will, independently and without reliance upon the Administrative Agent or any
other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this Agreement. The Administrative Agent shall
not be required to keep itself informed as to the performance or observance by
the Borrowers of this Agreement or any other document referred to or provided
for herein or to inspect the Properties or books of the Company or any of its
Subsidiaries. Except for notices, reports and other documents and information
expressly required to be furnished to the Banks by the Administrative Agent
hereunder, the Administrative Agent shall not have any duty or responsibility to
provide any

<PAGE>

                                      -66-


Bank with any credit or other information concerning the affairs, financial
condition, operations, business, Properties, liabilities or prospects of the
Company or any of its Subsidiaries (or any of their Affiliates) that may come
into the possession of the Administrative Agent or any of its Affiliates.

          10.07 Failure to Act. Except for action expressly required of the
Administrative Agent hereunder, the Administrative Agent shall in all cases be
fully justified in failing or refusing to act hereunder unless it shall receive
further assurances to its satisfaction from the Banks of their indemnification
obligations under Section 10.05 hereof against any and all liability and expense
that may be incurred by it by reason of taking or continuing to take any such
action.

          10.08 Resignation or Removal of Administrative Agent. Subject to the
appointment and acceptance of a successor Administrative Agent as provided
below, the Administrative Agent may resign at any time by giving notice thereof
to the Banks and the Company, and the Administrative Agent may be removed at any
time with or without cause by the Majority Banks. Upon any such resignation or
removal, the Majority Banks shall have the right to appoint a successor
Administrative Agent with the approval of the Company (such approval not to be
unreasonably withheld or delayed). If no successor Administrative Agent shall
have been so appointed by the Majority Banks and shall have accepted such
appointment within 30 days after the retiring Administrative Agent's giving of
notice of resignation or the Majority Banks' removal of the retiring
Administrative Agent, then the retiring Administrative Agent may, on behalf of
the Banks, in consultation with the Company, appoint a successor Administrative
Agent, which shall be a bank that has an office in New York, New York with a
combined capital and surplus of at least $500,000,000. Upon the acceptance of
any appointment as 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. After any retiring Administrative
Agent's resignation or removal hereunder as Administrative Agent, the provisions
of this Section 10 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.

          10.09 Other Agents. Anything to the contrary notwithstanding, the
Joint Lead Arrangers and Joint Bookrunners, the Syndication Agent and the
Documentation Agents listed on the cover page of this Agreement shall have no
rights and no obligations or responsibilities or liabilities whatsoever under or
in connection with this Agreement, except in their capacity, if any, as Banks.

          Section 11. Miscellaneous.

          11.01 Waiver. No failure on the part of the Administrative Agent or
any Bank or any Issuing Bank to exercise and no delay in exercising, and no
course of dealing with respect to, any right, power or privilege under this
Agreement or any Note or any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege under this Agreement or any Note or any other Loan Document preclude
any other or

<PAGE>

                                      -67-


further exercise thereof or the exercise of any other right, power or privilege.
The remedies provided herein are cumulative and not exclusive of any remedies
provided by law.

          11.02 Notices. All notices, requests and other communications provided
for herein (including, without limitation, any modifications of, or waivers,
requests or consents under, this Agreement) shall be given or made in writing
(including, without limitation, by telecopy), or, with respect to notices given
pursuant to Section 2.03 hereof, by telephone, confirmed in writing by
telecopier by the close of business on the day the notice is given, delivered
(or telephoned, as the case may be) to the intended recipient (in the case of
the Borrowers and the Administrative Agent) at the "Address for Notices"
specified below its name on the signature pages hereof and (in the case of each
Bank) at its address set forth in its Administrative Questionnaire or such other
address as shall be designated by a Bank in a notice to the Administrative Agent
and the Company; or, as to any party other than a Bank, at such other address as
shall be designated by such party in a notice to each other party. Except as
otherwise provided in this Agreement, all such communications shall be deemed to
have been duly given when transmitted by telecopier or personally delivered or,
in the case of a mailed notice, upon receipt, in each case given or addressed as
aforesaid. Notices and other communications to the Banks hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Section 2 unless otherwise agreed by the
Administrative Agent and the applicable Bank; provided, further, that at the
request of any Bank, such notices and other communications shall be provided in
writing to such Bank. The Administrative Agent or the Company may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or
communications.

          11.03 Expenses, Etc. The Company agrees to pay or reimburse each of
the Banks and the Administrative Agent for: (a) all reasonable out-of-pocket
costs and expenses of the Administrative Agent (including, without limitation,
the reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy LLP, special
New York counsel to JPMCB) in connection with (i) the negotiation, preparation,
execution and delivery of this Agreement, the Notes and the other Loan Documents
and the extensions of credit hereunder and (ii) the negotiation or preparation
of any modification, supplement or waiver of any of the terms of this Agreement
or any of the Notes (whether or not consummated); (b) all reasonable
out-of-pocket costs and expenses of the Banks and the Administrative Agent
(including, without limitation, the reasonable fees and expenses of legal
counsel) in connection with (i) any Event of Default and any enforcement or
collection proceedings resulting therefrom, including, without limitation, all
manner of participation in or other involvement with (x) bankruptcy, insolvency,
receivership, foreclosure, winding up or liquidation proceedings, (y) judicial
or regulatory proceedings and (z) workout, restructuring or other negotiations
or proceedings (whether or not the workout, restructuring or transaction
contemplated thereby is consummated) and (ii) the enforcement of this Section
11.03; and (c) all transfer, stamp, documentary or other similar taxes,
assessments or charges levied by any governmental or revenue authority in
respect of this Agreement or any of the Notes or any other document referred to
herein.

<PAGE>

                                      -68-


          The Company hereby agrees to indemnify the Administrative Agent, each
Bank, each of their respective Affiliates and their respective directors,
officers, employees, attorneys and agents from, and hold each of them harmless
against, any and all losses, liabilities, claims, damages or expenses incurred
by any of them (including, without limitation, any and all losses, liabilities,
claims, damages or expenses incurred by the Administrative Agent to any Bank,
whether or not the Administrative Agent or any Bank is a party thereto) arising
out of or by reason of any investigation or litigation or other proceedings
(including any threatened investigation or litigation or other proceedings)
relating to the Loans or any other extension of credit hereunder or any actual
or proposed use by any Borrower or any of its Subsidiaries of the proceeds of
any of the Loans or of any Letter of Credit hereunder, including, without
limitation, the reasonable fees and disbursements of counsel incurred in
connection with any such investigation or litigation or other proceedings (but
excluding for any Person any such losses, liabilities, claims, damages or
expenses incurred by reason of the gross negligence or willful misconduct of
such Person or of such Person's directors, officers, employees, attorneys and
agents).

          11.04 Amendments, Etc. Except as otherwise expressly provided in this
Agreement, any provision of this Agreement may be modified or supplemented only
by an instrument in writing signed by each Borrower and the Majority Banks, or
by each Borrower and the Administrative Agent acting with the consent of the
Majority Banks, and any provision of this Agreement may be waived by the
Majority Banks or by the Administrative Agent acting with the consent of the
Majority Banks; provided that (a) no modification, supplement or waiver shall:
(i) increase, or extend the term of the Commitments, or extend the time or waive
any requirement for the reduction or termination of the Commitments, without the
consent of each Bank affected thereby, (ii) extend the date fixed for the
payment of principal of or interest on any Loan, any reimbursement obligation in
respect of an LC Disbursement or any fee hereunder, without the consent of each
Bank affected thereby, (iii) reduce the amount of any such payment of principal
or LC Disbursement, without the consent of each Bank affected thereby, (iv)
reduce the rate at which interest is payable thereon or any fee is payable
hereunder, without the consent of each Bank affected thereby, (v) change Section
4.02 hereof in a manner that would alter the pro rata sharing required thereby,
without the consent of each Bank, (vi) alter the terms of Section 4.07(b) hereof
or this Section 11.04, without the consent of each Bank, (vii) modify the
definition of the term "Majority Banks" or modify in any other manner the number
or percentage of the Banks required to make any determinations or waive any
rights hereunder or to modify any provision hereof, without the consent of each
Bank or (viii) release the Company from its guarantee obligations under Section
12 hereof without the written consent of each Bank; and (b) no modification,
supplement or waiver shall amend, modify or otherwise affect the rights or
duties of the Administrative Agent hereunder without the consent of the
Administrative Agent.

          11.05 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.

          11.06 Assignments and Participations.

          (a) No Borrower may assign any of its rights or obligations hereunder
or under the Notes or any other Loan Document without the prior consent of all
of the Banks and the Administrative Agent.

<PAGE>

                                      -69-


          (b) Each Bank may assign all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Commitment and Credit Exposure at the time owing to it) (but only
with the consent of the Company, each Issuing Bank and the Administrative Agent,
each of which consents will not be unreasonably withheld or delayed); provided
that

          (i) no such consent by the Company shall be required if the assignee
     is a Bank, an Affiliate of a Bank or an Approved Fund or if an Event of
     Default has occurred and is continuing;

          (ii) except to the extent the Company (unless an Event of Default has
     occurred and is continuing) and the Administrative Agent shall otherwise
     consent, any such partial assignment (other than to a Bank or an Affiliate
     of a Bank) shall be in an amount at least equal to $10,000,000;

          (iii) each partial assignment shall be made as an assignment of a
     proportionate part of all the assigning Bank's rights and obligations under
     this Agreement; and

          (iv) the assignee and assignor shall deliver to the Administrative
     Agent for its acceptance an Assignment and Assumption for each such
     assignment.

Upon execution and delivery by the assignor and the assignee to the
Administrative Agent of such Assignment and Assumption, and upon consent thereto
by the Company and the Administrative Agent to the extent required above, the
assignee shall have, to the extent of such assignment (unless otherwise
consented to by the Company and the Administrative Agent), the obligations,
rights and benefits of a Bank hereunder holding the Commitment and Credit
Exposure (or portions thereof) assigned to it and specified in such Assignment
and Assumption (in addition to the Commitment and Credit Exposure, if any,
theretofore held by such assignee) and the assigning Bank shall, to the extent
of such assignment, be released from the Commitment (or portion thereof) so
assigned. Upon each such assignment, the assignor or assignee shall pay the
Administrative Agent an assignment fee of $3,500.

          Notwithstanding anything to the contrary contained herein, any Bank (a
"Granting Bank") may grant to a special purpose funding vehicle (a "SPC"),
identified as such in writing from time to time by the Granting Bank to the
Administrative Agent and the Company, the option to provide to the Borrowers all
or any part of any Loan that such Granting Bank would otherwise be obligated to
make to the Borrowers pursuant to this Agreement; provided that (i) nothing
herein shall constitute a commitment by any SPC to make any Loan, (ii) if an SPC
elects not to exercise such option or otherwise fails to provide all or any part
of such Loan, the Granting Bank shall be obligated to make such Loan pursuant to
the terms hereof, and (iii) the rights of any such SPC shall be derivative of
the rights of the Granting Bank, and such SPC shall be subject to all of the
restrictions upon and requirements imposed upon the Granting Bank herein
contained. Each SPC shall be conclusively presumed to have made arrangements
with its Granting Bank for the exercise of voting and other rights hereunder in
a manner which is acceptable to the SPC, the Administrative Agent, the Banks and
the Borrowers, and each of the Administrative Agent, the Banks and each Borrower
shall be entitled to rely upon and deal solely

<PAGE>

                                      -70-


with the Granting Bank with respect to Loans made by or through its SPC. The
making of a Loan by an SPC hereunder shall utilize the Commitment of the
Granting Bank to the same extent, and as if, such Loan were made by such
Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for
any indemnity or similar payment obligation under this Agreement (all liability
for which shall remain with the Granting Bank). In furtherance of the foregoing,
each party hereto hereby agrees (which agreement shall survive the termination
of this Agreement) that, prior to the date that is one year and one day after
the payment in full of all outstanding commercial paper or other senior
indebtedness of any SPC, it will not institute against, or join any other person
in instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under the laws of the United States or any
State thereof arising out of a claim against such SPC under this Agreement. In
addition, notwithstanding anything to the contrary contained in this Section
11.06(b), any SPC may (i) with notice to, but without the prior written consent
of, the Company and the Administrative Agent and without paying any processing
fee therefor, assign all or a portion of its interests in any Loans to the
Granting Bank or to any financial institutions (consented to by the Company and
Administrative Agent) providing liquidity and/or credit support to or for the
account of such SPC to support the funding or maintenance of Loans and (ii)
disclose on a confidential basis any non-public information relating to its
Loans to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPC. This paragraph may not
be amended without the written consent of any SPC at the time holding Loans
under this Agreement.

          (c) A Bank may sell or agree to sell to one or more other Persons
(each a "Participant") a participation in all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Commitment and Credit Exposure at the time owing to it), provided
that such Participant shall not have any rights or obligations under this
Agreement or any Note (the Participant's rights against such Bank in respect of
such participation to be those set forth in the agreements executed by such Bank
in favor of the Participant). All amounts payable by any Borrower to any Bank
under Section 5 hereof in respect of Credit Exposure held by it, and its
Commitment, shall be determined as if such Bank had not sold or agreed to sell
any participations in such Credit Exposure and Commitment, and as if such Bank
were funding each of such Credit Exposure and Commitment in the same way that it
is funding the portion of Credit Exposure and Commitment in which no
participations have been sold. In no event shall a Bank that sells a
participation agree with the Participant to take or refrain from taking any
action hereunder except that such Bank may agree with the Participant that it
will not, without the consent of the Participant, agree to (i) increase or
extend the term of such Bank's Commitment, or extend the time or waive any
requirement for the reduction or termination, of such Bank's Commitment, (ii)
extend the date fixed for the payment of principal of or interest on the related
Loan or Loans or any portion of any fee hereunder payable to the Participant or
any LC Disbursement or any interest thereon, (iii) reduce the amount of any such
payment of principal or any LC Disbursement or any interest thereon, (iv) reduce
the rate at which interest is payable thereon, or any fee hereunder payable to
the Participant, to a level below the rate at which the Participant is entitled
to receive such interest or fee or (v) consent to any modification, supplement
or waiver hereof to the extent that the same, under Section 11.04 hereof,
requires the consent of each Bank. Each Borrower agrees that each Participant
shall be entitled to the benefits of Sections 5.01, 5.04, 5.05 and 5.07 hereof
to the same extent as if it were a Bank and had acquired its interest by
assignment pursuant to

<PAGE>

                                      -71-


paragraph (b) of this Section; provided that a Participant (i) shall not be
entitled to receive any greater payment under Section 5.01, 5.05 or 5.07 hereof
than the applicable Bank would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Company's prior written consent and (ii) that
would be a Foreign Bank if it were a Bank shall not be entitled to the benefits
of Section 5.05 hereof unless the Company is notified of the participation sold
to such Participant and such Participant agrees, for the benefit of each
Borrower, to comply with Section 5.05(e) hereof as though it were a Bank.

          (d) In addition to the assignments and participations permitted under
the foregoing provisions of this Section 11.06, any Bank may (without notice to
or consent of any Borrower, the Administrative Agent or any other Bank and
without payment of any fee) (i) assign and pledge all or any portion of its
rights under this Agreement to secure obligations of such Bank, including,
without limitation, to assign or pledge to secure obligations to any Federal
Reserve Bank and (ii) assign all or any portion of its rights under this
Agreement and its Loans and its Notes to an Affiliate. No such assignment shall
release the assigning Bank from its obligations hereunder.

          (e) A Bank may furnish any information concerning the Company or any
of its Subsidiaries in the possession of such Bank from time to time to
assignees and participants (including prospective assignees and participants),
subject, however, to the provisions of Section 11.12 hereof.

          (f) Anything in this Section 11.06 to the contrary notwithstanding, no
Bank may assign or sell a participation in any interest in any of its rights
under this Agreement to the Company or any of its Affiliates or Subsidiaries
without the prior consent of each Bank.

          11.07 Survival. The obligations of the Company under Sections 5.01,
5.04, 5.05 and 11.03 hereof, and the obligations of the Banks under Sections
10.05 and 11.12 hereof, shall survive the repayment of the extensions of credit
and the termination of the Commitments and, in the case of any Bank that may
assign any interest in its Commitment or extensions of credit hereunder, shall
survive the making of such assignment, notwithstanding that such assigning Bank
may cease to be a "Bank" hereunder. In addition, each representation and
warranty made, or deemed to be made by a notice of any extension of credit
(whether by means of a Loan or Letter of Credit), herein or pursuant hereto
shall survive the making of such representation and warranty, and no Bank shall
be deemed to have waived, by reason of making any extension of credit (whether
by means of a Loan or Letter of Credit), any Default that may arise by reason of
such representation or warranty proving to have been false or misleading when
made or deemed to be made, notwithstanding that such Bank or the Administrative
Agent may have had notice or knowledge or reason to believe that such
representation or warranty was false or misleading at the time such extension of
credit was made.

          11.08 Captions. The table of contents and captions and section
headings appearing herein are included solely for convenience of reference and
are not intended to affect the interpretation of any provision of this
Agreement.

<PAGE>

                                      -72-


          11.09 Counterparts; Integration; Effectiveness. This Agreement may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may execute
this Agreement by signing any such counterpart. This Agreement and any separate
letter agreements with respect to fees payable to the Administrative Agent
constitute the entire contract between and among the parties relating to the
subject matter hereof and supersede any and all previous arrangements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 6.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
(or its counsel) shall have received counterparts hereof which, when taken
together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page to this Agreement by facsimile or in portable document
format (.pdf) shall be effective as delivery of a manually executed counterpart
of this Agreement.

          11.10 Governing Law; Submission to Jurisdiction; Service of Process.
This Agreement and the Notes shall be governed by, and construed in accordance
with, the law of the State of New York. Each Borrower hereby submits to the
nonexclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York state court sitting in New York City
for the purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby. Each Borrower hereby
irrevocably waives, to the fullest extent permitted by applicable law, any
objection that it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum. Each Borrower
irrevocably agrees that any and all legal process in connection with any such
action or proceeding in any such court may be effected by mailing a copy thereof
by registered or certified mail, postage prepaid, to the Company at its address
set forth in Section 11.02 hereof, such service being hereby acknowledged by the
Borrowers to be effective and binding service. Nothing in this Agreement will
affect the right of any party to this Agreement to serve process in any other
manner permitted by law

          11.11 Waiver of Jury Trial. EACH OF THE BORROWERS, THE ADMINISTRATIVE
AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

          11.12 Confidentiality. Each Bank and the Administrative Agent agrees
(on behalf of itself and each of its Affiliates, directors, officers, employees
and representatives) to maintain the confidentiality of any non-public
information supplied to it by any Borrower pursuant to this Agreement; provided
that nothing herein shall limit the disclosure of any such information (a) to
its and its Affiliates' directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such information and instructed to keep such information
confidential), (b) to the extent requested by any regulatory (including
self-regulatory) authority, (c) to the extent required by applicable laws or
regulations or by any

<PAGE>

                                      -73-


subpoena or similar legal process, (d) to any other party to this Agreement, (e)
in connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this Section 11.12, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to any Borrower and its
obligations, (g) with the consent of the Company or (h) to the extent such
information (i) becomes publicly available other than as a result of a breach of
this Section 11.12 or (ii) becomes available to the Administrative Agent, any
Issuing Bank or any Bank on a nonconfidential basis from a source other than a
Borrower; provided that (x) unless specifically prohibited by applicable law or
court order, each Bank and the Administrative Agent agree, prior to disclosure
thereof, to notify the Company of any request for disclosure of any such
non-public information (A) by any governmental agency or representative thereof
(other than any such request in connection with an examination of such Bank or
the Administrative Agent by such governmental agency) or (B) pursuant to legal
process and (y) that in no event shall any Bank or the Administrative Agent be
obligated to return any materials furnished by a Borrower. Any Person required
to maintain the confidentiality of any information as provided in this Section
11.12 shall be considered to have complied with its obligation to do so if such
Person has exercised the same degree of care to maintain the confidentiality of
such information as such Person would accord to its own confidential
information.

          11.13 Designation of Subsidiary Borrowers.

          (a) Designation of Subsidiary Borrowers. Subject to the terms and
conditions of this Section (including paragraph (b) of this Section 11.13), the
Company may, at any time or from time to time upon not less than 15 Business
Days' notice to the Administrative Agent (or such shorter period which is
acceptable to the Administrative Agent), request that a Subsidiary specified in
such notice become a party to this Agreement as a Borrower; provided that each
such designation shall be subject to the prior approval of the Administrative
Agent (which approval shall not be unreasonably withheld or delayed) and, in
connection with such approval for any Foreign Subsidiary, the Administrative
Agent shall, in its sole discretion, determine such additional representations
and warranties to be provided by such Foreign Subsidiary in its Subsidiary
Borrower Designation with respect to tax and related matters for such Foreign
Subsidiary and its obligations hereunder (including with respect to stamp and
similar taxes, the absence of any withholding or similar tax in respect of
payments by such Foreign Subsidiary hereunder under the laws of its Relevant
Jurisdiction and the absence of any notarization requirements for the validity
and enforceability of the Subsidiary Borrower Loan Documents to which such
Subsidiary is to be a party). The Administrative Agent shall upon receipt of
such notice from the Company promptly notify each Bank of the Company's
designation. Upon such approval and the satisfaction of the conditions specified
in paragraph (b) of this Section 11.13, such Subsidiary shall become a party to
this Agreement as a Borrower hereunder and shall be entitled to borrow Loans or
request the issuance of Letters of Credit on and subject to the terms and
conditions of this Agreement, and the Administrative Agent shall promptly notify
the Banks of such designation.

<PAGE>

                                      -74-


          (b) Conditions Precedent to Designation Effectiveness. The designation
by the Company of any Subsidiary as a Subsidiary Borrower hereunder shall not
become effective until the date on which the Administrative Agent shall have
received each of the following documents (each of which shall be satisfactory to
the Administrative Agent in form and substance):

          (i) Subsidiary Borrower Designation. A Subsidiary Borrower
     Designation, duly completed (including, in the case of any Foreign
     Subsidiary, such additional representations and warranties determined by
     the Administrative Agent in accordance with the proviso in the first
     sentence of Section 11.13(a) hereof) and executed by the Company and the
     relevant Subsidiary, delivered to the Administrative Agent at least 5
     Business Days before the date on which such Subsidiary is proposed to
     become a Subsidiary Borrower;

          (ii) Opinion of Counsel. If reasonably requested by the Administrative
     Agent, a favorable written opinion (addressed to the Administrative Agent
     and the Banks and appropriately dated) of external or internal counsel to
     such Subsidiary satisfactory to the Administrative Agent in such
     Subsidiary's Relevant Jurisdiction (and the Company and such Subsidiary
     Borrower hereby and by delivery of such Subsidiary Borrower Designation
     instruct such counsel to deliver such opinion to the Banks and the
     Administrative Agent, if such opinion is so requested), as to such other
     matters as the Administrative Agent may reasonably request (which may
     include the due incorporation of such Subsidiary under the laws of the
     Relevant Jurisdiction, the due authorization, execution and delivery by
     such Subsidiary of such Subsidiary Borrower Designation and of any
     extensions of credit to made by it hereunder, the obtaining of all
     licenses, approvals and consents of, and the making of all filings and
     registrations with, any applicable Governmental Authority required in
     connection therewith (or the absence of any thereof), the legality,
     validity and binding effect and enforceability thereof, and (in the case of
     a Foreign Subsidiary) the absence of any withholding or similar tax under
     the laws of the Relevant Jurisdiction in respect of payments by such
     Subsidiary Borrower hereunder);

          (iii) Corporate Documents. Such documents and certificates as the
     Administrative Agent may reasonably request (including certified copies of
     the organizational documents of such Subsidiary and of resolutions of its
     board of directors authorizing such Subsidiary becoming a Borrower
     hereunder, and of all documents evidencing all other necessary corporate or
     other action required with respect to such Subsidiary Borrower becoming
     party to this Agreement); and

          (iv) Other Documents. Receipt of such other documents relating thereto
     as the Administrative Agent or its counsel may reasonably request, which
     may include other documents that are consistent with conditions for
     Subsidiary Borrowers set forth in Section 4.01.

          (c) Termination of Subsidiary Borrowers. The Company may, at any time
at which no Loans or any other amounts hereunder or under any other Loan
Documents shall be outstanding to a Subsidiary Borrower that is the subject of
the Subsidiary Borrower Termination Notice referred to below, terminate such
Subsidiary Borrower as a Borrower hereunder by

<PAGE>

                                      -75-


delivering to the Administrative Agent an executed notice thereof (each a
"Subsidiary Borrower Termination Notice"), substantially in the form of Exhibit
H hereto. Any Subsidiary Borrower Termination Notice furnished hereunder shall
be effective upon receipt thereof by the Administrative Agent (which shall
promptly so notify the Banks and the Issuing Banks), whereupon all commitments
of the Banks to make Loans to such Subsidiary Borrower and all of the rights of
such Subsidiary Borrower hereunder shall terminate and such Subsidiary Borrower
shall immediately cease to be a Borrower hereunder. Notwithstanding anything
herein to the contrary, the delivery of a Subsidiary Borrower Termination Notice
with respect to any Subsidiary Borrower shall not terminate (i) any obligation
of such Subsidiary Borrower that remains unpaid at the time of such delivery or
(ii) the obligations of the Company under Section 12 with respect to any such
unpaid obligations.

          Upon the occurrence of any event described in Section 9(e), (f) or (g)
hereof (or any event which under the laws of any jurisdiction is analogous to
any such event) relating to a Foreign Subsidiary Borrower, (i) all commitments
of the Banks to make Loans to such Foreign Subsidiary Borrower and all of the
rights of such Foreign Subsidiary Borrower hereunder shall automatically
terminate and such Foreign Subsidiary Borrower shall immediately cease to be a
Foreign Subsidiary Borrower hereunder, (ii) the principal amount then
outstanding of, and the accrued interest on, the Loans (if any) made to such
Foreign Subsidiary Borrower and all other amounts payable by such Foreign
Subsidiary Borrower hereunder and under the Notes (including, without
limitation, any amounts payable under Section 5.04 hereof) shall automatically
become immediately due and payable and (iii) if any Letters of Credit are then
outstanding under which such Foreign Subsidiary Borrower is the account party,
the Company shall provide cash cover in an amount equal to the LC Exposure in
respect of all such Letters of Credit, as specified in the last paragraph of
Section 9 hereof, in each case, without presentment, demand, protest or other
formalities of any kind, all of which are hereby expressly waived by such
Foreign Subsidiary Borrower.

          11.14 Judgment Currency. This is an international loan transaction in
which the specification of Dollars or any Foreign Currency, as the case may be
(the "Specified Currency"), and payment in New York City or the country of the
Specified Currency, as the case may be (the "Specified Place"), is of the
essence, and the Specified Currency shall be the currency of account in all
events relating to Loans denominated in the Specified Currency. The payment
obligations of each Borrower under this Agreement shall not be discharged or
satisfied by an amount paid in another currency or in another place, whether
pursuant to a judgment or otherwise, to the extent that the amount so paid on
conversion to the Specified Currency and transfer to the Specified Place under
normal banking procedures does not yield the amount of the Specified Currency at
the Specified Place due hereunder. If for the purpose of obtaining judgment in
any court it is necessary to convert a sum due hereunder in the Specified
Currency into another currency (the "Second Currency"), the rate of exchange
that shall be applied shall be the rate at which in accordance with normal
banking procedures the Administrative Agent could purchase the Specified
Currency with the Second Currency on the Business Day next preceding the day on
which such judgment is rendered. The obligation of each Borrower in respect of
any such sum due from it to the Administrative Agent or any Bank hereunder or
under any other Loan Document (in this Section 11.14 called an "Entitled
Person") shall, notwithstanding the rate of exchange actually applied in
rendering such judgment, be discharged only to the extent that on the Business
Day following receipt by such Entitled Person of any sum adjudged to be due

<PAGE>

                                      -76-


hereunder in the Second Currency such Entitled Person may in accordance with
normal banking procedures purchase and transfer to the Specified Place the
Specified Currency with the amount of the Second Currency so adjudged to be due;
and each Borrower hereby, as a separate obligation and notwithstanding any such
judgment, agrees to indemnify such Entitled Person against, and to pay such
Entitled Person on demand, in the Specified Currency, the amount (if any) by
which the sum originally due to such Entitled Person in the Specified Currency
hereunder exceeds the amount of the Specified Currency so purchased and
transferred.

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

          11.16 Waivers of Certain Notices under Existing Credit Agreements. As
of the Effective Date, (a) each of the Banks signatory hereto that is also a
party to the Existing 364-Day Credit Agreement hereby agrees that (i) all of the
commitments to extend credit under the Existing 364-Day Credit Agreement will be
terminated automatically and that this Agreement constitutes notice of such
termination and (ii) waives the requirement for prior notice with respect to
such termination and/or any prepayment of loans (if any) thereunder as of the
Effective Date; and (b) each of the Banks signatory hereto that is also a party
to the Existing 5-Year Credit Agreement hereby agrees that waives the
requirement for prior notice with respect to any prepayment of loans (if any)
thereunder as of the Effective Date.

          11.17 Appointment of Company as Agent. Each Subsidiary Borrower party
hereto as of the Effective Date, by its signature below, and each Subsidiary
Borrower designated after the Effective Date as a "Subsidiary Borrower" pursuant
to Section 11.13 hereof, by its acknowledgment to the Subsidiary Borrower
Designation relating to such Subsidiary Borrower, as applicable:

          (a) appoints and authorizes the Company for the purposes of (i)
     signing documents deliverable by or on behalf of such Subsidiary Borrower
     hereunder or under any other Loan Document, (ii) providing notices to or
     making requests of the Administrative Agent, any Issuing Bank or any Bank
     on behalf of such Subsidiary Borrower, (iii) receiving notices and
     documents from the Administrative Agent, any Issuing Bank or any Bank on
     behalf of such Subsidiary Borrower and (iv) taking any other action on
     behalf of such Subsidiary Borrower hereunder or under any other Loan
     Document, in each case to the extent specifically provided for hereunder or
     thereunder, and such Subsidiary Borrower agrees to be irrevocably bound by
     all such actions being taken on behalf of such Subsidiary Borrower by the
     Company and all such notices received by the Company on behalf of such
     Subsidiary Borrower;

          (b) authorizes the Administrative Agent, each Issuing Bank and each
     Bank to treat (i) each document signed by, each notice given or received
     by, each document delivered or received by and each request made by the
     Company on its behalf and (ii) each other action which specifically
     provides herein or therein that the Company acts on behalf, or at the
     direction, of such Subsidiary Borrower as if such Subsidiary Borrower

<PAGE>

                                      -77-


     (and not the Company) had in fact signed such document, given or received
     such notice, delivered or received such document, made such request or
     taken such action to the extent such document, notice, request and other
     action to be signed, sent, made or taken, as applicable, specifically
     states that it is on behalf of such Subsidiary Borrower; and

          (c) acknowledges that the Administrative Agent, each Issuing Bank and
     each Bank are relying upon the appointments and authorizations set forth in
     this Section 11.17 in connection with the making of their Commitments and
     credit extensions hereunder.

In the event the Administrative Agent, any Issuing Bank or any Bank reasonably
believes that it has received a conflicting notice or instruction from the
Company and/or his or her designees, the Administrative Agent, such Issuing Bank
or such Bank may refrain from action upon such notice or instruction and shall
promptly request the Company for clarification regarding such notice or
instruction.

          Notwithstanding anything herein to the contrary, unless the Company
shall otherwise notify the Administrative Agent thereof in writing, all notices
to or requests of the Administrative Agent, any Issuing Bank or any Bank in
respect on any extension of credit hereunder by any Subsidiary Borrower shall be
made by the Company on behalf of such Subsidiary Borrower (and not by such
Subsidiary Borrower on its own behalf).

          Section 12. Guarantee.

          12.01 Guarantee. The Company hereby guarantees to each Bank and the
Administrative Agent and their respective successors and assigns the prompt
payment in full when due (whether at stated maturity, by optional prepayment, by
acceleration or otherwise) of all principal of and interest on any and all Loans
made to each Subsidiary Borrower (including, without limitation, each Subsidiary
Borrower that shall become party hereto after the date hereof pursuant to
Section 11.13 hereof), and the prompt payment in full of all other amounts
payable by each Subsidiary Borrower under this Agreement and the other Loan
Documents, in each case in strict accordance with the terms thereof (all such
obligations being herein collectively called the "Guaranteed Obligations"). The
Company hereby further agrees that if any Subsidiary Borrower shall fail to pay
in full when due (whether at stated maturity, by optional prepayment, by
acceleration or otherwise) any of the Guaranteed Obligations, the Company will
promptly pay the same, without any demand or notice whatsoever, and that in the
case of any extension of time of payment or renewal of any of the Guaranteed
Obligations, the same will be promptly paid in full when due (whether at
extended maturity, by acceleration or otherwise) in accordance with the terms of
such extension or renewal.

          12.02 Obligations Unconditional. The obligations of the Company under
Section 12.01 hereof are absolute and unconditional, irrespective of the
authorization, value, genuineness, validity, regularity or enforceability of any
agreement or instrument under which any Guaranteed Obligations have been
incurred (herein, the "Underlying Instruments"), or any substitution, release or
exchange of any other guarantee of or security for any of the Guaranteed
Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or

<PAGE>

                                      -78-


defense of a surety or guarantor, it being the intent of this Section 12.02 that
the obligations of the Company hereunder shall be absolute and unconditional
under any and all circumstances. Without limiting the generality of the
foregoing, it is agreed that the occurrence of any one or more of the following
shall not alter or impair the liability of the Company hereunder which shall
remain absolute and unconditional as described above:

          (i) at any time or from time to time, without notice to the Company,
     the time for any performance of or compliance with any of the Guaranteed
     Obligations shall be extended, or such performance or compliance shall be
     waived;

          (ii) any of the acts mentioned in any of the provisions of any
     Underlying Instrument shall be done or omitted;

          (iii) the maturity of any of the Guaranteed Obligations shall be
     accelerated, or any of the Guaranteed Obligations shall be modified,
     supplemented or amended in any respect, or any right under any Underlying
     Instrument shall be waived or any other guarantee of any of the Guaranteed
     Obligations or any security therefor shall be released or exchanged in
     whole or in part or otherwise dealt with; or

          (iv) any lien or security interest granted to, or in favor of, the
     Administrative Agent or any Bank as security for any of the Guaranteed
     Obligations shall fail to be perfected.

The Company hereby expressly waives diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that the Administrative
Agent or any Bank exhaust any right, power or remedy or proceed against any
Subsidiary Borrower under any Underlying Instrument, or against any other Person
under any other guarantee of, or security for, any of the Guaranteed
Obligations.

          12.03 Reinstatement. The obligations of the Company under this Section
12 shall be automatically reinstated if and to the extent that for any reason
any payment by or on behalf of any Subsidiary Borrower in respect of the
Guaranteed Obligations is rescinded or must be otherwise restored by any holder
of any of the Guaranteed Obligations, whether as a result of any proceedings in
bankruptcy or reorganization or otherwise, and the Company agrees that it will
indemnify the Administrative Agent and each Bank on demand for all reasonable
costs and expenses (including, without limitation, fees of counsel) incurred by
the Administrative Agent or such Bank in connection with such rescission or
restoration, including any such costs and expenses incurred in defending against
any claim alleging that such payment constituted a preference, fraudulent
transfer or similar payment under any bankruptcy, insolvency or similar law.

          12.04 Subrogation. The Company hereby agrees that until the payment
and satisfaction in full of all Guaranteed Obligations, and the expiration or
termination of the Commitments or other obligations of the Banks to make
financial accommodations available to any Subsidiary Borrower under the
Underlying Instruments, it shall not exercise any right or remedy arising by
reason of any performance by it of the guarantee in this Section 12, whether

<PAGE>

                                      -79-


by subrogation or otherwise, against any Subsidiary Borrower or any other
guarantor of any of the Guaranteed Obligations or any security for any of the
Guaranteed Obligations.

          12.05 Remedies. The Company agrees that, as between the Company on the
one hand and the Administrative Agent and the Banks on the other, the
obligations of any Subsidiary Borrower under the Underlying Instruments may be
declared to be forthwith due and payable (and, in the event of the commencement
of any bankruptcy or insolvency proceeding, shall be deemed to have become
automatically due and payable) for purposes of Section 12.01 hereof
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or such obligations from becoming automatically due and payable) as
against such Subsidiary Borrower and that, in the event of such declaration (or
such obligations being deemed to have become automatically due and payable),
such obligations (whether or not due and payable by such Subsidiary Borrower)
shall forthwith become due and payable by the Company for purposes of Section
12.01 hereof.

          12.06 Continuing Guarantee. The guarantee in this Section 12 is a
continuing guarantee, and shall apply to all Guaranteed Obligations whenever
arising.

<PAGE>

                                      -80-


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

                                        PITNEY BOWES INC.


                                        By: /s/ Bruce P. Nolop
                                            ------------------------------------
                                        Name: Bruce P. Nolop
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        By: /s/ Helen Shan
                                            ------------------------------------
                                        Name: Helen Shan
                                        Title: Vice President and Treasurer

                                        Address for Notices:

                                        Pitney Bowes Inc.
                                        1 Elmcroft Road
                                        Stamford, Connecticut 06926-0700
                                        Attention: Helen Shan, Vice President
                                                   and Treasurer
                                        Fax No.: 203-351-7768
                                        Telephone No.: 203-351-7746

                                        U.S. Federal Tax Identification No. for
                                        the Company: 060495050

                                        With a copy to:

                                        Pitney Bowes Inc.
                                        1 Elmcroft Road
                                        Stamford, Connecticut 06926-0700
                                        Attention: Stephen Wayne, Esq.,
                                                   Assistant General Counsel
                                        Fax No.: 203-348-4287
                                        Telephone No.: 203-351-7883

<PAGE>

                                      -81-


                                        SUBSIDIARY BORROWERS

                                        [None as of the Effective Date]

<PAGE>

                                      -82-


                                        BANKS

                                        JPMORGAN CHASE BANK, N.A.
                                        individually and as Administrative Agent


                                        By: /s/ Robert T. Sacks
                                            ------------------------------------
                                        Name: Robert T. Sacks
                                        Title: Managing Director

                                        Address for Notices (for Administrative
                                        Agent):

                                        JPMorgan Chase Bank, N.A.
                                        1111 Fannin Street
                                        Houston, Texas 77002-8069
                                        Attention: Loan and Agency Services
                                        Fax No.: 713-750-2932
                                        Telephone No.: 713-750-2599

                                        Address for Notices (for Administrative
                                        Agent) in the case of any notice that
                                        relates to a Loan denominated in an
                                        Agreed Foreign Currency (in addition to
                                        the foregoing address):

                                        J.P. Morgan Europe Limited
                                        125 London Wall
                                        London, EC2P 5AJ England
                                        Attention: Agency
                                        Fax No. 011-44-207-777 2360
                                        Telephone No. 011-44-207 777 2355

                                        with a copy to:

                                        JPMorgan Chase Bank, N.A.
                                        270 Park Avenue
                                        4th Floor
                                        New York, New York 10017
                                        Attention: Robert Sacks
                                        Fax No.: 212-270-6637
                                        Telephone No.: 212-270-4118

<PAGE>

                                      -83-


                                        CITIBANK, N.A.


                                        By: /s/ Diane L. Pockaj
                                            ------------------------------------
                                        Name: Diane L. Pockaj
                                        Title: Managing Director

<PAGE>

                                      -84-


                                        ABN AMRO BANK N.V.


                                        By: /s/ Nan Logan
                                            ------------------------------------
                                        Name: Nan Logan
                                        Title: Managing Director


                                        By: /s/ John Jankowski
                                            ------------------------------------
                                        Name: John Jankowski
                                        Title: Assistant Vice President

<PAGE>

                                      -85-


                                        BANK OF AMERICA, N.A.


                                        By: /s/ John Walkiewicz
                                            ------------------------------------
                                        Name: John Walkiewicz
                                        Title: Vice President

<PAGE>

                                      -86-


                                        BARCLAYS BANK PLC


                                        By: /s/ Nicholas Bell
                                            ------------------------------------
                                        Name: Nicholas Bell
                                        Title: Director

<PAGE>

                                      -87-


                                        DEUTSCHE BANK AG NEW YORK BRANCH


                                        By: /s/ David G. Dickinson, Jr.
                                            ------------------------------------
                                        Name: David G. Dickinson, Jr.
                                        Title: Director


                                        By: /s/ Yvonne Tilden
                                            ------------------------------------
                                        Name: Yvonne Tilden
                                        Title: Vice President

<PAGE>

                                      -88-


                                        MERRILL LYNCH BANK USA


                                        By: /s/ Louis Alder
                                            ------------------------------------
                                        Name: Louis Alder
                                        Title: Director

<PAGE>

                                      -89-


                                        MORGAN STANLEY BANK


                                        By: /s/ Daniel Twenge
                                            ------------------------------------
                                        Name: Daniel Twenge
                                        Title: Vice President

<PAGE>

                                      -90-


                                        CREDIT SUISSE, CAYMAN ISLANDS BRANCH


                                        By: /s/ Jay Chall
                                            ------------------------------------
                                        Name: Jay Chall
                                        Title: Director


                                        By: /s/ James Neira
                                            ------------------------------------
                                        Name: James Neira
                                        Title: Associate

<PAGE>

                                      -91-


                                        MELLON BANK, N.A.


                                        By: /s/ William M. Feathers
                                            ------------------------------------
                                        Name: William M. Feathers
                                        Title: Vice President

<PAGE>

                                      -92-


                                        MIZUHO CORPORATE BANK, LTD.


                                        By: /s/ Robert Gallagher
                                            ------------------------------------
                                        Name: Robert Gallagher
                                        Title: Senior Vice President

<PAGE>

                                      -93-


                                        ROYAL BANK OF CANADA


                                        By: /s/ Barton Lund
                                            ------------------------------------
                                        Name: Barton Lund
                                        Title: Authorized Signatory

<PAGE>

                                      -94-


                                        WILLIAM STREET COMMITMENT CORPORATION
                                        (Recourse only to assets of William
                                        Street Commitment Corporation)


                                        By: /s/ Mark Walton
                                            ------------------------------------
                                        Name: Mark Walton
                                        Title: Assistant Vice President

<PAGE>

                                      -95-


                                        FIRST TENNESSEE BANK NATIONAL
                                        ASSOCIATION


                                        By: /s/ James H. Moore, Jr.
                                            ------------------------------------
                                        Name: James H. Moore, Jr.
                                        Title: SVP

<PAGE>

                                      -96-


                                        STATE STREET BANK AND TRUST
                                        COMPANY


                                        By: /s/ Janet B. Nolin
                                            ------------------------------------
                                        Name: Janet B. Nolin
                                        Title: Vice President

<PAGE>

                                                                         ANNEX 1

                                   COMMITMENTS

<TABLE>
<CAPTION>
                                                DOLLAR        MULTICURRENCY
                   BANK                     COMMITMENT ($)   COMMITMENT ($)
                   ----                     --------------   --------------
<S>                                         <C>              <C>
JPMorgan Chase Bank, N.A.                                       205,000,000
Citibank, N.A.                                                  205,000,000
ABN AMRO Bank N.V.                                              150,000,000
Bank of America, N.A.                                           150,000,000
Barclays Bank PLC                                               150,000,000
Deutsche Bank AG New York Branch                                150,000,000
Merrill Lynch Bank USA                                           85,000,000
Morgan Stanley Bank                                              85,000,000
Credit Suisse, Cayman Islands Branch                             50,000,000
Mellon Bank, N.A.                                                50,000,000
Mizuho Corporate Bank, Ltd.                                      50,000,000
Royal Bank of Canada                                             50,000,000
William Street Commitment Corporation                            50,000,000
First Tennessee Bank National Association      35,000,000
State Street Bank and Trust Company                              35,000,000
                                              -----------    --------------
Total                                         $35,000,000    $1,465,000,000
                                              ===========    ==============
</TABLE>


                Annex 2 to Amended and Restated Credit Agreement

<PAGE>

                                                                         ANNEX 2

                                 Mandatory Costs

Calculation of Mandatory Cost Rate

1.   The Mandatory Cost is an addition to the interest rate to compensate the
     Banks for the cost of compliance with (a) the requirements of the Bank of
     England and/or the Financial Services Authority (or, in either case, any
     other authority which replaces all or any of its functions) or (b) the
     requirements of the European Central Bank.

2.   On the first day of each Interest Period for any Loan denominated in Pounds
     Sterling or another Agreed Foreign Currency (or as soon as possible
     thereafter) the Administrative Agent shall calculate, as a percentage rate,
     a rate (the "Additional Cost Rate") for each Bank participating in such
     Loan, in accordance with the paragraphs set out below. The Mandatory Cost
     will be calculated by the Administrative Agent as a weighted average of
     such Banks' Additional Cost Rates (weighted in proportion to the percentage
     participation of each such Bank in the relevant Loan) and will be expressed
     as a percentage rate per annum.

3.   The Additional Cost Rate for any Bank lending from a specific lending
     office in a Participating Member State will be the percentage notified by
     that Bank to the Administrative Agent. This percentage will be certified by
     that Bank in its notice to the Administrative Agent to be its reasonable
     determination of the cost (expressed as a percentage of that Bank's
     participation in all Loans made from that lending office) of complying with
     the minimum reserve requirements of the European Central Bank in respect of
     loans made from that lending office.

4.   The Additional Cost Rate for any Bank lending from a lending office in the
     United Kingdom will be calculated by the Administrative Agent as follows:

     (a)  in relation to a Loan made in Pounds Sterling:

          AB + C(B - D) + E x 0.01
          ------------------------ percent per annum
                100 - (A + C)

     (b)  in relation to a Loan made in any Agreed Foreign Currency other than
          Pounds Sterling:

          E x 0.01
          -------- percent per annum.
            300

     Where:

     A    is the percentage of Eligible Liabilities (assuming these to be in
          excess of any stated minimum) which such Bank is from time to time
          required to maintain as an

                Annex 2 to Amended and Restated Credit Agreement

<PAGE>

                                       -2-


          interest free cash ratio deposit with the Bank of England to comply
          with cash ratio requirements.

     B    is the percentage rate of interest (excluding the Applicable Margin
          and the Mandatory Cost and, if applicable, any additional amount of
          interest specified in Section 2.14(f)) payable for the relevant
          Interest Period on the Loan.

     C    is the percentage (if any) of Eligible Liabilities which such Bank is
          required from time to time to maintain as interest bearing Special
          Deposits with the Bank of England.

     D    is the percentage rate per annum payable by the Bank of England to the
          Administrative Agent on interest bearing Special Deposits.

     E    is designed to compensate the Banks for amounts payable under the Fees
          Rules and is calculated by the Administrative Agent as being the
          average of the most recent rates of charge supplied by the Reference
          Banks to the Administrative Agent pursuant to paragraph 7 below and
          expressed in pounds per L1,000,000;

5.   For the purposes of this Schedule 1.01C:

     (a)  "Eligible Liabilities" has the meaning given to it from time to time
          under or pursuant to the Bank of England Act 1998 or (as may be
          appropriate) by the Bank of England.

     (b)  "Fees Rules" means the rules on periodic fees contained in the FSA
          Supervision Manual or such other law or regulation as may be in force
          from time to time in respect of the payment of fees for the acceptance
          of deposits.

     (c)  "Fee Tariffs" means the fee tariffs specified in the Fees Rules under
          the activity group A.1 Deposit acceptors (ignoring any minimum fee or
          zero rated fee required pursuant to the Fees Rules but taking into
          account any applicable discount rate).

     (d)  "Reference Bank" means the principal London offices of JPMorgan Chase
          Bank, N.A. or such other banks as may be appointed by the
          Administrative Agent in consultation with the Company.

     (e)  "Special Deposits" has the meaning given to it from time to time under
          or pursuant to the Bank of England Act 1998 or (as may be appropriate)
          by the Bank of England.

     (f)  "Tariff Base" has the meaning given to it in, and will be calculated
          in accordance with, the Fees Rules.

<PAGE>

                                       -3-


6.   In application of the above formula, A, B, C and D will be included in the
     formula as percentages (i.e. 5 percent will be included in the formula as 5
     and not as 0.05). A negative result obtained by subtracting D from B shall
     be taken as zero. The resulting figures shall be rounded to four decimal
     places.

7.   If requested by the Administrative Agent, each Reference Bank shall, as
     soon as practicable after publication by the Financial Services Authority,
     supply to the Administrative Agent, the rate of charge payable by that
     Reference Bank to the Financial Services Authority pursuant to the Fees
     Rules in respect of the relevant financial year of the Financial Services
     Authority (calculated for this purpose by that Reference Bank as being the
     average of the Fee Tariffs applicable to that Reference Bank for that
     financial year) and expressed in pounds per L1,000,000 of the Tariff
     Base of that Reference Bank.

8.   Each Bank shall supply any information required by the Administrative Agent
     for the purpose of calculating its Additional Cost Rate. In particular, but
     without limitation, each Bank shall supply the following information on or
     prior to the date on which it becomes a Bank:

     (a)  the jurisdiction of its applicable lending office; and

     (b)  any other information that the Agent may reasonably require for such
          purpose.

     Each Bank shall promptly notify the Administrative Agent of any change to
     the information provided by it pursuant to this paragraph.

9.   The percentages of each Bank for the purpose of A and C above and the rates
     of charge of each Reference Bank for the purpose of E above shall be
     determined by the Administrative Agent based upon the information supplied
     to it pursuant to paragraphs 7 and 8 above and on the assumption that,
     unless a Bank notifies the Administrative Agent to the contrary, each
     Bank's obligations in relation to cash ratio deposits and Special Deposits
     are the same as those of a typical bank from its jurisdiction of
     incorporation with an lending office in the same jurisdiction as its
     lending office.

10.  The Administrative Agent shall have no liability to any person if such
     determination results in an Additional Cost Rate which over or under
     compensates any Bank and shall be entitled to assume that the information
     provided by any Bank or Reference Bank pursuant to paragraphs 3, 7 and 8
     above is true and correct in all respects.

11.  The Administrative Agent shall distribute the additional amounts received
     as a result of the Mandatory Cost to the Banks on the basis of the
     Additional Cost Rate for each Bank based on the information provided by
     each Bank and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.

12.  Any determination by the Administrative Agent pursuant to this Schedule
     1.01C in relation to a formula, the Mandatory Cost, an Additional Cost Rate
     or any amount payable

<PAGE>

                                       -4-


     to a Bank shall, in the absence of manifest error, be conclusive and
     binding on all parties to the Credit Agreement.

13.  The Administrative Agent may from time to time, after consultation with the
     Company and the Banks, determine and provide notice to the Company and the
     Banks of any amendments which are required to be made to this Schedule
     1.01C in order to comply with any change in law, regulation or any
     requirements from time to time imposed by the Bank of England, the
     Financial Services Authority or the European Central Bank (or, in any case,
     any other authority which replaces all or any of its functions) and any
     such determination shall, in the absence of manifest error, be conclusive
     and binding on all parties to the Credit Agreement.

<PAGE>

                                                                   SCHEDULE 8.05

                                 Existing Liens

                                      None.

             Schedule 8.05 to Amended and Restated Credit Agreement

<PAGE>

                                                                     EXHIBIT A-1

                            [Form of Syndicated Note]

                                 PROMISSORY NOTE

$_______________                                             _____________, 200_
                                                              New York, New York

          FOR VALUE RECEIVED, [NAME OF BORROWER], a [_______] corporation (the
"Borrower"), hereby promises to pay to __________________ (the "Bank"), for
account of its respective Applicable Lending Offices provided for by the Credit
Agreement referred to below, at the principal office of JPMorgan Chase Bank,
N.A., in New York, New York, the principal sum of _______________ Dollars (or
such lesser amount as shall equal the aggregate unpaid principal amount of the
Syndicated Loans made by the Bank to the Borrower under the Credit Agreement),
in the respective Currencies in which such Syndicated Loans are denominated and
in immediately available funds, on the dates and in the principal amounts
provided in the Credit Agreement, and to pay interest on the unpaid principal
amount of each such Syndicated Loan, at such office, in like money and funds,
for the period commencing on the date of such Syndicated Loan until such
Syndicated Loan shall be paid in full, at the rates per annum and on the dates
provided in the Credit Agreement.

          The date, amount, Type, Currency, interest rate and duration of
Interest Period of each Syndicated Loan made by the Bank to the Borrower, and
each payment made on account of the principal thereof, shall be recorded by the
Bank on its books and, prior to any transfer of this Note, endorsed by the Bank
on the schedule attached hereto or any continuation thereof, provided that the
failure of the Bank to make any such recordation or endorsement shall not affect
the obligations of the Borrower to make a payment when due of any amount owing
under the Credit Agreement or hereunder in respect of the Syndicated Loans made
by the Bank.

          This Note is one of the Syndicated Notes referred to in the Amended
and Restated Credit Agreement dated as of May 19, 2006 (as modified and
supplemented and in effect from time to time, the "Credit Agreement") among
Pitney Bowes Inc., the subsidiary borrowers party thereto, the lenders party
thereto (including the Bank), and JPMorgan Chase Bank, N.A., as Administrative
Agent, and evidences Syndicated Loans made by the Bank thereunder. Terms used
but not defined in this Note have the respective meanings assigned to them in
the Credit Agreement.

          The Credit Agreement provides for the acceleration of the maturity of
this Note upon the occurrence of certain events and for prepayments of
Syndicated Loans upon the terms and conditions specified therein.

          Except as permitted by Sections 5.06 and 11.06 of the Credit
Agreement, this Note may not be assigned by the Bank to any other Person.

                                 Syndicated Note

<PAGE>

                                       -2-


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

                                        [NAME OF BORROWER]


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

<PAGE>

                                       -3-


                          SCHEDULE OF SYNDICATED LOANS

          This Note evidences Syndicated Loans made, Continued or Converted
under the within-described Credit Agreement to the Borrower, on the dates, in
the principal amounts, of the Types and Currencies, bearing interest at the
rates and having Interest Periods of the durations set forth below, subject to
the payments, Continuations Conversions and prepayments of principal set forth
below:

<TABLE>
<CAPTION>
                                                      Amount
       Principal                                       Paid,
Date     Amount    Type and              Maturity   Continued,     Unpaid
 of        of      Currency   Interest      of       Converted   Principal   Notation
Loan      Loan      of Loan     Rate       Loan     or Prepaid     Amount     Made by
----   ---------   --------   --------   --------   ----------   ---------   --------
<S>    <C>         <C>        <C>        <C>        <C>          <C>         <C>

</TABLE>

<PAGE>

                                                                     EXHIBIT A-2

                           [Form of Money Market Note]

                                 PROMISSORY NOTE

                                                             _____________, 200_
                                                              New York, New York

          FOR VALUE RECEIVED, PITNEY BOWES INC., a Delaware corporation, (the
"Borrower"), hereby promises to pay to __________________ (the "Bank"), for
account of its respective Applicable Lending Offices provided for by the Credit
Agreement referred to below, at the principal office of JPMorgan Chase Bank,
N.A., in New York, New York, the aggregate unpaid principal amount of the Money
Market Loans made by the Bank to the Borrower under the Credit Agreement, in
lawful money of the United States of America and in immediately available funds,
on the dates and in the principal amounts provided in the Credit Agreement, and
to pay interest on the unpaid principal amount of each such Money Market Loan,
at such office, in like money and funds, for the period commencing on the date
of such Money Market Loan until such Money Market Loan shall be paid in full, at
the rates per annum and on the dates provided in the Credit Agreement.

          The date, amount, Type, interest rate and maturity date of each Money
Market Loan made by the Bank to the Borrower, and each payment made on account
of the principal thereof, shall be recorded by the Bank on its books and, prior
to any transfer of this Note, endorsed by the Bank on the schedule attached
hereto or any continuation thereof, provided that the failure of the Bank to
make any such recordation or endorsement shall not affect the obligations of the
Borrower to make a payment when due of any amount owing under the Credit
Agreement or hereunder in respect of the Money Market Loans made by the Bank.

          This Note is one of the Money Market Notes referred to in the Amended
and Restated Credit Agreement dated as of May 19, 2006 (as modified and
supplemented and in effect from time to time, the "Credit Agreement") among
Pitney Bowes Inc., the subsidiary borrowers party thereto, the lenders party
thereto (including the Bank) and JPMorgan Chase Bank, N.A., as Administrative
Agent, and evidences Money Market Loans made by the Bank thereunder. Terms used
but not defined in this Note have the respective meanings assigned to them in
the Credit Agreement.

          The Credit Agreement provides for the acceleration of the maturity of
this Note upon the occurrence of certain events.

          Except as permitted by Sections 5.06 and 11.06 of the Credit
Agreement, this Note may not be assigned by the Bank to any other Person.

                                Money Market Note

<PAGE>

                                       -2-


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

                                        PITNEY BOWES INC.


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


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

<PAGE>

                                       -3-


                                SCHEDULE OF LOANS

          This Note evidences Money Market Loans made under the within-described
Credit Agreement to the Borrower, on the dates, in the principal amounts, of the
Types, bearing interest at the rates and maturing on the dates set forth below,
subject to the payments and prepayments of principal set forth below:

<TABLE>
<CAPTION>
       Principal
Date     Amount    Type              Maturity    Amount     Unpaid
 of        of       of    Interest   Date of    Paid or   Principal   Notation
Loan      Loan     Loan     Rate       Loan     Prepaid     Amount     Made by
----   ---------   ----   --------   --------   -------   ---------   --------
<S>    <C>         <C>    <C>        <C>        <C>       <C>         <C>

</TABLE>

<PAGE>

                                                                       EXHIBIT B

                [Form of Opinion of the Counsel for the Company]

                                                                    May 19, 2006

To the Banks party to the
Credit Agreement referred to below
and JPMorgan Chase Bank, N.A.,
as Administrative Agent

Ladies and Gentlemen:

          I have acted as counsel for Pitney Bowes Inc. (the "Company") in
connection with the Amended and Restated Credit Agreement (the "Credit
Agreement") dated as of May 19, 2006, among the Company, the Banks party
thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, providing for
extensions of credit to be made by said Banks to the Company. Terms defined in
the Credit Agreement are used herein as defined therein. This opinion letter is
being delivered pursuant to Section 6.01(d) of the Credit Agreement.

          In rendering the opinions expressed below, I have examined the
following agreements, instruments and other documents:

          (a)  the Credit Agreement;

          (b)  the Notes(if any) of the Company executed and delivered on the
               Effective Date; and

          (c)  such records of the Company and such other documents as I have
               deemed necessary as a basis for the opinions expressed below.

The Credit Agreement and such Notes are collectively referred to as the "Credit
Documents".

          In my examination, I have assumed the genuineness of all signatures,
the authenticity of all documents submitted to me as originals and the
conformity with authentic original documents of all documents submitted to me as
copies. When relevant facts were not independently established, I have relied
upon statements of governmental officials and upon representations made in or
pursuant to the Credit Documents and certificates of appropriate representatives
of the Company.

          In rendering the opinions expressed below, I have assumed, with
respect to all of the documents referred to in this opinion letter, that
(except, to the extent set forth in the opinions expressed below, as to the
Company):

                     Opinion of the Counsel for the Company

<PAGE>

                                      -2-


          (i)  such documents have been duly authorized by, have been duly
               executed and delivered by, and constitute legal, valid, binding
               and enforceable obligations of, all of the parties to such
               documents;

          (ii) all signatories to such documents have been duly authorized; and

          (iii) all of the parties to such documents are duly organized and
               validly existing and have the power and authority (corporate or
               other) to execute, deliver and perform such documents.

          Based upon and subject to the foregoing and subject also to the
comments and qualifications set forth below, and having considered such
questions of law as I have deemed necessary as a basis for the opinions
expressed below, I am of the opinion that:

          1. The Company is a corporation duly organized, validly existing and
     in good standing under the laws of the State of Delaware.

          2. The Company has all requisite corporate power to execute and
     deliver, and to perform its obligations and to borrow under, the Credit
     Documents.

          3. The execution, delivery and performance by the Company of each
     Credit Document, and the borrowings by the Company under the Credit
     Agreement, have been duly authorized by all necessary corporate action on
     the part of the Company.

          4. The Company has duly executed and delivered each Credit Document.

          5. Each Credit Document constitutes the legal, valid and binding
     obligation of the Company, enforceable against the Company in accordance
     with its terms, except as may be limited by bankruptcy, insolvency,
     reorganization, moratorium, fraudulent conveyance or transfer or other
     similar laws relating to or affecting the rights of creditors generally and
     except as the enforceability of the Credit Documents is subject to the
     application of general principles of equity (regardless of whether
     considered in a proceeding in equity or at law), including, without
     limitation, (a) the possible unavailability of specific performance,
     injunctive relief or any other equitable remedy and (b) concepts of
     materiality, reasonableness, good faith and fair dealing.

          6. No authorization, approval or consent of, and no filing or
     registration with, any governmental or regulatory authority or agency of
     the United States of America or the State of New York is required on the
     part of the Company for the execution, delivery or performance by the
     Company of any of the Credit Documents or for the borrowings by the Company
     under the Credit Agreement.

          7. The execution, delivery and performance by the Company of, and the
     consummation by the Company of the transactions contemplated by, the Credit
     Documents do not and will not (a) violate any provision of its charter or
     by-laws, (b) violate any applicable law, rule or regulation, (c) violate
     any order, writ, injunction,

<PAGE>

                                      -3-


     decree or award of any court or governmental authority or agency or any
     arbitral award applicable to the Company or any of its Domestic
     Subsidiaries or (d) result in a breach of, constitute a default under,
     require any consent under, or result in the acceleration or required
     prepayment of any indebtedness pursuant to the terms of, any agreement or
     instrument to which the Company or any of its Domestic Subsidiaries is a
     party or by which any of them is bound or to which any of them is subject.

          8. Except as disclosed in the Company's Annual Report on Form 10-K
     filed with the SEC for the Company's fiscal year ended December 31, 2005
     and in the Company's Quarterly Report on Form 10-Q filed with the SEC for
     the Company's fiscal quarter ended March 31, 2006, I have no knowledge
     (after due inquiry) of any legal or arbitral proceedings, or any
     proceedings by or before any governmental or regulatory authority or
     agency, pending or threatened against or affecting the Company or any of
     its Subsidiaries or any of their respective Properties that would have a
     Material Adverse Effect.

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

          The foregoing opinions are subject to the following comments and
qualifications:

          (A) The enforceability of Section 11.03 of the Credit Agreement may be
     limited by laws limiting the enforceability of provisions exculpating or
     exempting a party, or requiring indemnification of a party for, liability
     for its own action or inaction, to the extent the action or inaction
     involves gross negligence, recklessness, willful misconduct or unlawful
     conduct.

          (B) The enforceability of provisions in the Credit Documents to the
     effect that terms may not be waived or modified except in writing may be
     limited under certain circumstances.

          (C) Paragraph (iii) of Section 12.02 of the Credit Agreement may not
     be enforceable to the extent that the Guaranteed Obligations are materially
     modified.

          (D) I express no opinion as to (i) the effect of the laws of any
     jurisdiction in which any Bank is located (other than the State of New
     York) that limit the interest, fees or other charges such Bank may impose,
     (ii) Section 4.07(c) of the Credit Agreement, (iii) the second sentence of
     Section 11.10 of the Credit Agreement, insofar as such sentence relates to
     the subject matter jurisdiction of the United States District Court for the
     Southern District of New York to adjudicate any controversy related to the
     Credit Documents, and (iv) the waiver of inconvenient forum set forth in
     Section 11.10 of the Credit Agreement with respect to proceedings in the
     United States District Court for the Southern District of New York.

          (E) I wish to point out that (i) a New York statute provides that a
     judgment rendered by a court of the State of New York in respect of an
     obligation denominated in

<PAGE>

                                      -4-


     any Foreign Currency would be rendered in such Foreign Currency and would
     be converted into Dollars at the rate of exchange prevailing on the date of
     entry of such judgment and (ii) a judgment rendered by a United States
     Federal court in the State of New York in respect of an obligation
     denominated in a Foreign Currency may be expressed in Dollars (provided
     that I express no opinion as to the rate of exchange such court would
     apply).

          The foregoing opinions are limited to matters involving the Federal
laws of the United States, the Delaware General Corporation Law and the law of
the State of New York, and I do not express any opinion as to the laws of any
other jurisdiction.

          At the request of my client, this opinion letter is, pursuant to
Section 6.01(d) of the Credit Agreement, provided to you by me and may not be
relied upon by any Person for any purpose other than in connection with the
transactions contemplated by the Credit Agreement without, in each instance, my
prior written consent.

                                Very truly yours,

<PAGE>

                                                                       EXHIBIT C

             [Form of Opinion of Special New York Counsel to JPMCB]

                                                                    May 19, 2006

To the Banks party to the
Credit Agreement referred to
below and JPMorgan Chase Bank, N.A.,
as Administrative Agent

Ladies and Gentlemen:

          We have acted as special New York counsel to JPMorgan Chase Bank, N.A.
("JPMCB") in connection with the Amended and Restated Credit Agreement dated as
of May 19, 2006 (the "Credit Agreement") among Pitney Bowes Inc. (the
"Company"), each subsidiary borrower party thereto (together with the Company,
the "Borrowers") the banks party thereto and JPMCB, as Administrative Agent,
amending and restating the Credit Agreement dated as of May 21, 2004 (the
"Existing Credit Agreement") and providing for extensions of credit to be made
by said banks to the Borrowers. Terms defined in the Credit Agreement are used
herein as defined therein. This opinion letter is being delivered pursuant to
Section 6.01(e) of the Credit Agreement.

          In rendering the opinions expressed below, we have examined executed
counterparts of the Credit Agreement and the Notes (if any) executed and
delivered on the Effective Date (collectively referred to as the "Credit
Documents"). In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with authentic original documents of all documents submitted to
us as copies. When relevant facts were not independently established, we have
relied upon representations made in or pursuant to the Credit Agreement. In
rendering the opinions expressed below, we have assumed that (i) the Credit
Documents have been duly authorized, executed and delivered by, and (except to
the extent expressly set forth in the opinions below as to each Borrower)
constitute legal, valid, binding and enforceable obligations of, all of the
parties thereto; (ii) all signatories thereto have been duly authorized; (iii)
all of the parties thereto are duly organized and validly existing and have the
power and authority (corporate or other) to execute, deliver and perform the
same; and. (iv) upon the delivery of this opinion, the conditions precedent in
Section 6 of the Credit Agreement have been satisfied (including that all
Persons specified in Section 6.01(a) of the Credit Agreement have executed and
delivered the Credit Agreement or have provided a confirmation with respect
thereto as contemplated thereby).

          Based upon and subject to the foregoing and subject also to the
comments and qualifications set forth below, and having considered such
questions of law as we have deemed necessary as a basis for the opinions
expressed below, we are of the opinion that each of the Credit Documents
constitutes the legal, valid and binding obligation of each Borrower party
thereto, enforceable against such Borrower in accordance with its terms, except
as may be

                  Opinion of Special New York Counsel to JPMCB
<PAGE>

                                      -2-


limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or transfer or other similar laws relating to or affecting the rights
of creditors generally (including the possible judicial application of foreign
laws or governmental action affecting the enforcement of creditors' rights) and
except as the enforceability of the Credit Documents is subject to the
application of general principles of equity (regardless of whether considered in
a proceeding in equity or at law), including, without limitation, (a) the
possible unavailability of specific performance, injunctive relief or any other
equitable remedy and (b) concepts of materiality, reasonableness, good faith and
fair dealing.

          The foregoing opinions are subject to the following comments and
qualifications:

          (A) The enforceability of Section 11.03 and 12.03 of the Credit
     Agreement may be limited by laws limiting the enforceability of provisions
     exculpating or exempting a party from, or requiring indemnification of a
     party for, liability for its own action or inaction, to the extent the
     action or inaction involves gross negligence, recklessness, willful
     misconduct or unlawful conduct.

          (B) The enforceability of provisions in the Credit Documents to the
     effect that terms may not be waived or modified except in writing may be
     limited under certain circumstances.

          (C) Paragraph (iii) of Section 12.02 of the Credit Agreement may not
     be enforceable to the extent that the Guaranteed Obligations are materially
     modified.

          (D) We express no opinion as to (i) the effect of the laws of any
     jurisdiction in which any Bank is located (other than the State of New
     York) that limits the interest, fees or other charges it may impose for the
     loan or use of money or other credit, (ii) Section 4.07(c) of the Credit
     Agreement, (iii) the second sentence of Section 11.10 of the Credit
     Agreement, insofar as such sentence relates to the subject matter
     jurisdiction of the United States District Court for the Southern District
     of New York to adjudicate any controversy related to the Credit Documents,
     (iv) the waiver of inconvenient forum set forth in Section 11.10 of the
     Credit Agreement with respect to proceedings in the United States District
     Court for the Southern District of New York and (v) Section 11.14 of the
     Credit Agreement.

          (E) We wish to point out that (i) a New York statute provides that a
     judgment rendered by a court of the State of New York in respect of an
     obligation denominated in any Foreign Currency would be rendered in such
     Foreign Currency and would be converted into Dollars at the rate of
     exchange prevailing on the date of entry of such judgment and (ii) a
     judgment rendered by a United States Federal court in the State of New York
     in respect of an obligation denominated in a Foreign Currency may be
     expressed in Dollars (provided that we express no opinion as to the rate of
     exchange such court would apply).

<PAGE>

                                      -3-


          The foregoing opinions are limited to matters involving the Federal
laws of the United States and the law of the State of New York, and we do not
express any opinion as to the laws of any other jurisdiction.

          This opinion letter is, pursuant to Section 6.01(e) of the Credit
Agreement, provided to you by us in our capacity as special New York counsel to
JPMCB and may not be relied upon by any other person or for any purpose other
than in connection with the transactions contemplated by the Credit Agreement
without, in each instance, our prior written consent.

                                Very truly yours,

WJM/[___]

<PAGE>

                                                                       EXHIBIT D

                      [Form of Money Market Quote Request]

                                                       [Date] __________________

To:   JPMorgan Chase Bank, N.A., as Administrative Agent

From: Pitney Bowes Inc.

Re:   Money Market Quote Request

     Pursuant to Section 2.03 of the Amended and Restated Credit Agreement dated
as of May 19, 2006 (as amended, modified and supplemented and in effect from
time to time, the "Credit Agreement") among Pitney Bowes Inc. (the "Company"),
the subsidiary borrowers party thereto, the banks party thereto and JPMorgan
Chase Bank, N.A., as Administrative Agent, we hereby give notice that we request
Money Market Quotes for the following proposed Money Market Borrowing(s):

<TABLE>
<CAPTION>
Borrowing   Quotation                            Interest
   Date     Date[*1]    Amount[*2]   Type[*3]   Period[*4]
---------   ---------   ----------   --------   ----------
<S>         <C>         <C>          <C>        <C>

</TABLE>

     Terms used herein have the meanings assigned to them in the Credit
Agreement.

                                        PITNEY BOWES INC.


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


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

----------
*    All numbered footnotes appear on the last page of this Exhibit.

                           Money Market Quote Request

<PAGE>

                                       -2-


----------
[1]  For use if an Absolute Rate in an Absolute Rate Auction is requested to be
     submitted before the Borrowing Date.

[2]  Each amount must be $15,000,000 or a larger multiple of $1,000,000.

[3]  Insert either "LIBOR Market Loans" or "Absolute Rate Loans".

[4]  One, two, three, six, nine or twelve months, in the case of a LIBOR Market
     Loan or, in the case of an Absolute Rate Loan, a period of not less than 7
     or more than 360 days after the making of such Absolute Rate Loan and
     ending on a Business Day.

<PAGE>

                                                                       EXHIBIT E

                          [Form of Money Market Quote]

To: JPMorgan Chase Bank, N.A., as Administrative Agent

Attention: _____________________

Re: Money Market Quote to
    Pitney Bowes Inc.

          This Money Market Quote is given in accordance with Section 2.03(c) of
the Amended and Restated Credit Agreement dated as of May 19, 2006 (as amended,
modified and supplemented and in effect from time to time, the "Credit
Agreement") among Pitney Bowes Inc. (the "Company"), the subsidiary borrowers
party thereto, the banks party thereto and JPMorgan Chase Bank, N.A., as
Administrative Agent. Terms defined in the Credit Agreement are used herein as
defined therein.

          In response to the Company's invitation dated __________, ____, we
hereby make the following Money Market Quote(s) on the following terms:

          1. Quoting Bank: _____________________________________________________

          2. Person to contact at Quoting Bank: ________________________________

          3. We hereby offer to make Money Market Loan(s) in the following
     principal amount[s], for the following Interest Period(s) and at the
     following rate(s):

<TABLE>
<CAPTION>
Borrowing   Quotation                            Interest
   Date      Date[*1]   Amount[*2]   Type[*3]   Period[*4]   Rate[*5]
---------   ---------   ----------   --------   ----------   --------
<S>         <C>         <C>          <C>        <C>          <C>

</TABLE>

provided that the Company may not accept offers that would result in the
undersigned making Money Market Loans pursuant hereto in excess of $___________
in the aggregate (the "Money Market Loan Limit").

----------
*    All numbered footnotes appear on the last page of this Exhibit.

                               Money Market Quote

<PAGE>

                                       -2-


          We understand and agree that the offer(s) set forth above, subject to
the satisfaction of the applicable conditions set forth in the Credit Agreement,
irrevocably obligate[s] us to make the Money Market Loan(s) for which any
offer(s) (is/are) accepted, in whole or in part (subject to the third sentence
of Section 2.03(e) of the Credit Agreement and any Money Market Loan Limit
specified above).

                                        Very truly yours,

                                        ----------------------------------------
                                        [NAME OF BANK]


                                        By
                                           -------------------------------------
                                           Authorized Officer

Dated: __________, ____

----------
[1]  As specified in the related Money Market Quote Request.

[2]  The principal amount bid for each Interest period may not exceed the
     principal amount requested. Bids must be made for at least $15,000,000 (or
     a larger multiple of $1,000,000).

[3]  Indicate "LIBOR Market Loans" or "Absolute Rate Loans".

[4]  One, two, three, six, nine or twelve months, in the case of a LIBOR Market
     Loan or, in the case of an Absolute Rate Loan, a period of not less than 7
     and not more than 360 days after the making of such Absolute Rate Loan and
     ending on a Business Day, as specified in the related Money Market Quote
     Request.

[5]  For a LIBOR Market Loan, specify margin over or under the Eurocurrency Rate
     determined for the applicable Interest Period. Specify percentage (rounded
     to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". For
     an Absolute Rate Loan, specify rate of interest per annum (rounded to the
     nearest 1/10,000 of 1%).

<PAGE>

                                                                       EXHIBIT F

                            ASSIGNMENT AND ASSUMPTION

          This Assignment and Assumption (the "Assignment and Assumption") is
dated as of the Effective Date set forth below and is entered into by and
between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee]
(the "Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the
"Credit Agreement"), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Assumption as if set forth herein in full.

          For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor's rights
and obligations in its capacity as a Bank under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the respective
facilities identified below (including any letters of credit, guarantees, and
swingline loans included in such facilities) and (ii) to the extent permitted to
be assigned under applicable law, all claims, suits, causes of action and any
other right of the Assignor (in its capacity as a Bank) against any Person,
whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as the "Assigned Interest"). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided
in this Assignment and Assumption, without representation or warranty by the
Assignor.

1.   Assignor: _________________________________________________________________

2.   Assignee: _________________________________________________________________
               [and is an Affiliate/Approved Fund of [identify Bank](1)]

3.   Borrower(s): ______________________________________________________________

----------
(1)  Select as applicable.

                            Assignment and Assumption

<PAGE>

                                       -2-


4.   Administrative Agent: JPMorgan Chase Bank, N.A., as the administrative
                           agent under the Credit Agreement

5.   Credit Agreement: The $1,500,000,000 Amended and Restated Credit Agreement
                       dated as of May 19, 2006 among Pitney Bowes Inc., the
                       subsidiary borrowers party thereto, the Banks parties
                       thereto, and JPMorgan Chase Bank, N.A., as Administrative
                       Agent

6.   Assigned Interest:

<TABLE>
<CAPTION>
Aggregate Amount of
Commitment/Loans for   Amount of Commitment/Loans   Percentage Assigned of
      all Banks                 Assigned              Commitment/Loans(2)
--------------------   --------------------------   ----------------------
<S>                    <C>                          <C>
  $________________         $________________               _____%
  $________________         $________________               _____%
  $________________         $________________               _____%
</TABLE>

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

                                        ASSIGNOR

                                        ----------------------------------------
                                        [NAME OF ASSIGNOR]


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


                                        ASSIGNEE

                                        ----------------------------------------
                                        [NAME OF ASSIGNEE]


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

----------
(2)  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
     of all Banks thereunder.

<PAGE>

                                       -3-


Consented to and Accepted:

JPMORGAN CHASE BANK, N.A.,
   as Administrative Agent and an Issuing Bank


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


[OTHER ISSUING BANK](3),
   as an Issuing Bank


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


[Consented to:](4)

PITNEY BOWES INC.


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


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

----------
(3)  To be added for each other Issuing Bank

(4)  To be added only if the consent of the Company is required by the terms of
     the Credit Agreement.

<PAGE>

                                                                         ANNEX 1

                        STANDARD TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

          1. Representations and Warranties.

          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection
with the Credit Agreement or any other Loan Document, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Credit Agreement or any other Loan Document or any collateral thereunder, (iii)
the financial condition of the Borrower, any of its Subsidiaries or Affiliates
or any other Person obligated in respect of the Credit Agreement or any other
Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under the Credit Agreement or any other Loan Document.

          1.2. Assignee. The Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Bank under the Credit Agreement or any other
Loan Document, (ii) it satisfies the requirements, if any, specified in the
Credit Agreement or any other Loan Document that are required to be satisfied by
it in order to acquire the Assigned Interest and become a Bank, (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit
Agreement or any other Loan Document as a Bank thereunder and, to the extent of
the Assigned Interest, shall have the obligations of a Bank thereunder, (iv) it
has received a copy of the Credit Agreement or any other Loan Document, together
with copies of the most recent financial statements delivered pursuant to
Section 8.01 thereof, as applicable, and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without
reliance on the Administrative Agent or any other Bank, and (v) if it is not a
Foreign Bank, attached to this Assignment and Assumption is any documentation
required to be delivered by it pursuant to the terms of the Credit Agreement or
any other Loan Document, duly completed and executed by the Assignee; and (b)
agrees that (i) it will, independently and without reliance on the
Administrative Agent, the Assignor or any other Bank, 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 the Credit
Agreement or any other Loan Document, and (ii) it will perform in accordance
with their terms all of the obligations which by the terms of the Credit
Agreement or any other Loan Document are required to be performed by it as a
Bank.

                      Annex 1 to Assignment and Assumption

<PAGE>

                                       -2-


          2. Payments. From and after the Effective Date, the Administrative
Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for
amounts which have accrued to but excluding the Effective Date and to the
Assignee for amounts which have accrued from and after the Effective Date.

          3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any
number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and Assumption
by telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.

                         Subsidiary Borrower Designation

<PAGE>

                                                                       EXHIBIT G

                    [Form of Subsidiary Borrower Designation]

                         SUBSIDIARY BORROWER DESIGNATION

                                          _____________, 20__

To JPMorgan Chase Bank, N.A.,
as Administrative Agent
270 Park Avenue
New York, New York 10017
Attention: _________________

                       Re: Subsidiary Borrower Designation

Ladies and Gentlemen:

          Reference is made to the Credit Agreement (the "Credit Agreement")
dated as of May 19, 2006 among Pitney Bowes Inc. (the "Company"), the Subsidiary
Borrowers party thereto, the Banks party thereto and JPMorgan Chase Bank, N.A.,
as Administrative Agent (the "Administrative Agent"). Capitalized terms used but
not defined herein shall have the respective meanings assigned to such terms in
the Credit Agreement.

          The Company hereby designates [________] (the "Subject Subsidiary"), a
Subsidiary of the Company and a [corporation] duly organized under the laws of
[________], as a Subsidiary Borrower in accordance with Section 11.13(a) of the
Credit Agreement until such designation is terminated in accordance with Section
11.13(c).

          The Subject Subsidiary hereby accepts the above designation and hereby
expressly and unconditionally accepts the obligations of a Subsidiary Borrower
under the Credit Agreement, adheres to the Credit Agreement and agrees and
confirms that, upon your execution and return to the Company of the enclosed
copy of this Subsidiary Borrower Designation, it shall be a Subsidiary Borrower
for purposes of the Credit Agreement and agrees to be bound by and perform and
comply with the terms and provisions of the Credit Agreement applicable to it as
if it had originally executed the Credit Agreement as a Subsidiary Borrower.
Pursuant to Section 11.17 of the Credit Agreement, the Subject Subsidiary hereby
authorizes and empowers the Company to act as its representative and
attorney-in-fact for the purposes of signing documents and giving and receiving
notices (including notices of extensions of credit under the Credit Agreement)
and other communications in connection with the Credit Agreement and the
transactions contemplated thereby and for the purposes of amending, waiving or
otherwise modifying any provision of the Credit Agreement and the other Loan
Documents and further

                         Subsidiary Borrower Designation

<PAGE>

                                       -2-


agrees that the Administrative Agent and each Bank may conclusively rely on the
foregoing authorization.

          The Company hereby confirms and agrees that after giving effect to
this Subsidiary Borrower Designation the Guarantee of the Company contained in
Section 12 of the Credit Agreement shall apply to all of the obligations of the
Subject Subsidiary under the Credit Agreement.

          The Subject Subsidiary hereby represents and warrants:

          1. Each of the representations and warranties set forth in Section
     7.12 of the Credit Agreement is true and correct as it relates to the
     Subject Subsidiary;

          [2. Each of the following representations and warranties is true and
     correct: [additional representations of a Foreign Subsidiary to be
     inserted, to the extent required pursuant to the first sentence of Section
     11.13(a) of the Credit Agreement];]

          [2][3]. The Subject Subsidiary's addresses for notices, other
     communications and service of process provided for in the Credit Agreement
     shall be given in the manner, and with the effect, specified in Sections
     11.02 of the Credit Agreement to it at its "Address for Notices" specified
     on the signature pages below; and

          [3][4]. The Subject Subsidiary shall deliver to the Administrative
     Agent the documents and certificates set forth in, or required by, Section
     11.13 of the Credit Agreement.

          The designation of the Subject Subsidiary as a Subsidiary Borrower
under the Credit Agreement shall become effective as of the date (the "Effective
Date") on which the Administrative Agent accepts this Subsidiary Borrower
Designation as provided on the signature pages below. As of the Effective Date,
the Subject Subsidiary shall be entitled to the rights, and subject to the
obligations, of a Subsidiary Borrower. Except as expressly herein provided, the
Credit Agreement shall remain unchanged and in full force and effect.

          The Subject Subsidiary hereby agrees that this Subsidiary Borrower
Designation, the Credit Agreement and the Notes shall be governed by, and
construed in accordance with, the law of the State of New York. The Subject
Subsidiary hereby submits to the nonexclusive jurisdiction of any New York State
court or Federal court of the United States of America, in each case sitting in
New York County, and any appellate court from any thereof, for the purposes of
all legal proceedings arising out of or relating to this Subsidiary Borrower
Designation, the Credit Agreement or the transactions contemplated thereby. THE
SUBJECT SUBSIDIARY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS SUBSIDIARY BORROWER DESIGNATION, THE CREDIT
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

          This Subsidiary Borrower Designation may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
agreement.

<PAGE>

                                       -2-


          IN WITNESS WHEREOF, the Company and the Subject Subsidiary have caused
this Subsidiary Borrower Designation to be duly executed and delivered as of the
day and year first above written.

                                        PITNEY BOWES INC.


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


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


                                        [NAME OF SUBJECT SUBSIDIARY]
                                        a _________ [corporation]


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

                                        Address for Notices

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

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

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

                                        Attn:
                                              ----------------------------------
                                        Fax:
                                             -----------------------------------
                                        Tel:
                                             -----------------------------------

                                        With a copy to:
                                        Pitney Bowes Inc.
                                        1 Elmcroft Road
                                        Stamford, Connecticut 06926-0700
                                        Attention: Helen Shan, Vice President
                                        and Treasurer
                                        Fax No.: 203-351-7768
                                        Telephone No.: 203-351-7746

<PAGE>

                                       -2-


ACCEPTED

JPMORGAN CHASE BANK, N.A.
   as Administrative Agent


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

<PAGE>

                                                                       EXHIBIT H

                [Form of Subsidiary Borrower Termination Notice]

                     SUBSIDIARY BORROWER TERMINATION NOTICE

                                                          [Date] _______________

To: JPMorgan Chase Bank, N.A. (the "Administrative Agent")

From: Pitney Bowes Inc. (the "Company")

          Reference is made to the Amended and Restated Credit Agreement (the
"Credit Agreement") dated as of May 19, 2006 among the Company, the subsidiary
borrowers party thereto, the Banks party thereto (the "Banks") and the
Administrative Agent. Terms used herein having the meanings assigned to them in
the Credit Agreement.

          The Company hereby gives notice pursuant to Section 11.13(c) of the
Credit Agreement that, effective as of the date hereof, [____________] (the
"Subject Subsidiary") is terminated as a Subsidiary Borrower under the Credit
Agreement and all commitments by the Banks to make Loans to such Subsidiary
Borrower under the Credit Agreement are hereby terminated.

          Pursuant to Section 11.13(c) of the Credit Agreement, the Company
hereby certifies that there are no outstanding Loans made to Subject Subsidiary,
or unpaid interest thereon or other amounts owing by the Subject Subsidiary
under the Credit Agreement.

          All obligations of Subject Subsidiary arising in respect of any period
in which Subject Subsidiary was, or on account of any action or inaction taken
by Subject Subsidiary as, a Subsidiary Borrower under the Credit Agreement shall
survive the termination effected by this notice.

                                        PITNEY BOWES INC.


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


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

                          Subsidiary Termination Notice