<PAGE>

                                                                   Exhibit 10.21

                      AMENDED AND RESTATED CREDIT AGREEMENT

                            dated as of July 25, 2003

                                      among

                                 PENTAIR, INC.,

                     Various Subsidiaries of Pentair, Inc.,

                         Various Financial Institutions,

                                  BANK ONE, NA,

                         U.S. BANK NATIONAL ASSOCIATION
                                       and

              THE BANK OF TOKYO - MITSUBISHI, LTD., CHICAGO BRANCH,
                           as Co-Documentation Agents,

                          BANK ONE, NA, LONDON BRANCH,
                                  as UK Lender,

                          BANK ONE, NA, CANADA BRANCH,
                               as Canadian Lender,

                             BANK OF AMERICA, N.A.,
                                 as EMU Lender,

                         U.S. BANK NATIONAL ASSOCIATION,
                              as Swing Line Lender,

                                       and

                             BANK OF AMERICA, N.A.,
                    as Administrative Agent and Issuing Bank

                         BANC OF AMERICA SECURITIES, LLC
                    Sole Lead Arranger and Sole Book Manager

<PAGE>

<TABLE>
<S>                                                                                        <C>
ARTICLE I      DEFINITIONS AND TERMS........................................................1

   1.01   Definitions.......................................................................1

   1.02   Rules of Interpretation..........................................................16

ARTICLE II     THE COMMITTED FACILITY......................................................17

   2.01   Commitments......................................................................17

   2.02   Procedure for Committed Borrowings...............................................17

   2.03   Conversion and Continuation Elections for Committed Borrowings...................18

   2.04   Interest on Committed Loans......................................................19

   2.05   Optional Prepayments.............................................................20

   2.06   Reduction or Termination of the Commitments......................................20

   2.07   Optional Increase in Total Commitment............................................20

ARTICLE III    THE UK SUBFACILITY..........................................................21

   3.01   UK Commitment....................................................................21

   3.02   Procedure for UK Borrowings......................................................21

   3.03   Continuation Elections for UK Loans..............................................22

   3.04   Interest on UK Loans.............................................................22

   3.05   Prepayments of UK Loans..........................................................22

   3.06   Participations in UK Loans.......................................................22

ARTICLE IV     THE CANADIAN SUBFACILITY....................................................23

   4.01   Canadian Commitment..............................................................23

   4.02   Procedure for Canadian Borrowings................................................24

   4.03   Conversion and Continuation Elections for Canadian Loans.........................24

   4.04   Interest on Canadian Loans.......................................................25

   4.05   Prepayments of Canadian Loans....................................................25

   4.06   Participations in Canadian Loans.................................................26

   4.07   Maximum Rate of Return...........................................................27

ARTICLE V      THE EMU SUBFACILITY.........................................................27

   5.01   EMU Commitment...................................................................27

   5.02   Procedure for EMU Borrowings.....................................................28

   5.03   Continuation Elections for EMU Loans.............................................28

   5.04   Interest on EMU Loans............................................................28

   5.05   Prepayments of EMU Loans.........................................................28

   5.06   Participations in EMU Loans......................................................29
</TABLE>

                                      -i-

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<TABLE>
<S>                                                                                        <C>
ARTICLE VI     THE SWING LINE SUBFACILITY..................................................30

   6.01   Swing Line Commitment............................................................30

   6.02   Procedure for Swing Line Borrowings..............................................30

   6.03   Interest on Swing Line Loans.....................................................31

   6.04   Prepayments of Swing Line Loans..................................................31

   6.05   Participations in Swing Line Loans...............................................31

   6.06   Refunding of Swing Line Loans....................................................31

   6.07   Funding Participations in Swing Line Loans.......................................32

ARTICLE VII    THE LETTER OF CREDIT SUBFACILITY............................................32

   7.01   Letters of Credit................................................................32

   7.02   Issuance, Amendment and Renewal of Letters of Credit.............................33

   7.03   Participations, Drawings and Reimbursements......................................35

   7.04   Repayment of Participations......................................................36

   7.05   Role of the Issuing Bank.........................................................37

   7.06   Obligations Absolute.............................................................38

   7.07   Letter of Credit Fees............................................................39

   7.08   Uniform Customs and Practice.....................................................39

   7.09   Letters of Credit for the Account of Subsidiaries................................39

ARTICLE VIII   COMPETITIVE BID FACILITY....................................................39

   8.01   Competitive Bid Loans............................................................39

   8.02   Procedures for Bid Borrowings....................................................40

ARTICLE IX     GENERAL CREDIT TERMS........................................................42

   9.01   Repayment........................................................................42

   9.02   Payment of Interest..............................................................42

   9.03   Payments.........................................................................43

   9.04   Adjustment of Sublimits..........................................................43

   9.05   Loan Accounts....................................................................43

   9.06   Notes............................................................................43

   9.07   Fees.............................................................................44

   9.08   Computation of Fees and Interest.................................................44

   9.09   Currency Exchange Fluctuations...................................................44

   9.10   Participation Obligations Unconditional..........................................45

   9.11   Order and Proration of Payments..................................................45
</TABLE>

                                      -ii-

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<TABLE>
<S>                                                                                        <C>
   9.12   Judgment Currency................................................................47

ARTICLE X      CHANGE IN CIRCUMSTANCES.....................................................48

   10.01  Increased Cost and Reduced Return................................................48

   10.02  Limitation on Types of Loan......................................................49

   10.03  Changes in Law Rendering Eurocurrency Loans Unlawful.............................49

   10.04  Funding Losses...................................................................50

   10.05  Taxes............................................................................51

   10.06  Right of Lenders to Fund through Other Offices...................................52

   10.07  Discretion of Lenders as to Manner of Funding....................................52

   10.08  Mitigation of Circumstances; Replacement of Affected Lender......................53

   10.09  Economic and Monetary Union in the European Community............................53

   10.10  Conclusiveness of Statements; Survival of Provisions.............................53

ARTICLE XI     CONDITIONS TO CREDIT EXTENSIONS.............................................54

   11.01  Initial Credit Extension.........................................................54

   11.02  All Credit Extensions............................................................55

   11.03  Certain Credit Extensions........................................................55

ARTICLE XII    REPRESENTATIONS AND WARRANTIES..............................................56

   12.01  Corporate Existence and Power....................................................56

   12.02  Corporate and Governmental Authorization; Contravention..........................57

   12.03  Binding Effect...................................................................57

   12.04  Financial Information............................................................57

   12.05  Litigation.......................................................................58

   12.06  Compliance with ERISA............................................................58

   12.07  Taxes............................................................................58

   12.08  Subsidiaries.....................................................................58

   12.09  Not an Investment Company........................................................58

   12.10  Environmental Matters............................................................58

   12.11  Tax Shelter Regulations..........................................................59

   12.12  Insurance........................................................................59

   12.13  Default..........................................................................59

   12.14  Use of Proceeds..................................................................59

ARTICLE XIII   COVENANTS...................................................................59

   13.01  Information......................................................................59
</TABLE>

                                     -iii-

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<TABLE>
<S>                                                                                        <C>
   13.02  Maximum Leverage Ratio...........................................................61

   13.03  Minimum Interest Coverage Ratio..................................................61

   13.04  Negative Pledge..................................................................61

   13.05  Consolidations, Mergers and Sales of Assets; Acquisitions........................63

   13.06  Subsidiary Debt..................................................................63

   13.07  Use of Proceeds..................................................................63

   13.08  Compliance with Contractual Obligations and Law..................................64

   13.09  Securitization Transactions......................................................64

   13.10  Insurance........................................................................64

   13.11  Ownership of Borrowers...........................................................64

   13.12  Subsidiary Guaranty..............................................................64

ARTICLE XIV    EVENT OF DEFAULT............................................................65

   14.01  Events of Default................................................................65

   14.02  Notice of Default................................................................67

   14.03  Cash Collateral for Letters of Credit............................................67

ARTICLE XV     THE ADMINISTRATIVE AGENT....................................................68

   15.01  Appointment and Authorization....................................................68

   15.02  Delegation of Duties.............................................................69

   15.03  Liability of Administrative Agent................................................69

   15.04  Reliance by Administrative Agent.................................................69

   15.05  Notice of Default................................................................69

   15.06  Credit Decision..................................................................70

   15.07  Indemnification of Administrative Agent..........................................70

   15.08  Administrative Agent in Individual Capacity......................................71

   15.09  Successor Administrative Agent...................................................71

   15.10  Withholding Tax..................................................................72

   15.11  Funding Reliance.................................................................72

   15.12  Other Agents.....................................................................73

   15.13  Subsidiary Guaranty..............................................................73

   15.14  Administrative Agent may file Proofs of Claim....................................73

ARTICLE XVI    MISCELLANEOUS...............................................................74

   16.01  Notices..........................................................................74

   16.02  No Waiver........................................................................75
</TABLE>

                                      -iv-

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<TABLE>
<S>                                                                                        <C>
   16.03  Expenses; Documentary Taxes; Indemnification.....................................75

   16.04  Amendments and Waivers...........................................................76

   16.05  Collateral.......................................................................76

   16.06  Successors and Assigns...........................................................76

   16.07  Governing Law....................................................................79

   16.08  Counterparts; Effectiveness......................................................79

   16.09  Borrowers' Agent.................................................................79

   16.10  Confidentiality..................................................................79

   16.11  Waiver of Jury Trial.............................................................80

   16.12  Consent to Jurisdiction..........................................................80

ARTICLE XVII   GUARANTY....................................................................81

   17.01  Guaranty.........................................................................81

   17.02  Guaranty Unconditional...........................................................81

   17.03  Discharge only upon Payment in Full; Reinstatement in Certain Circumstances......82

   17.04  Waiver by Company................................................................82

   17.05  Subrogation......................................................................82

   17.06  Stay of Acceleration.............................................................82

ARTICLE XVIII  AMENDMENT AND RESTATEMENT; EXISTING AGREEMENTS..............................82

   18.01  Amendment and Restatement........................................................82

   18.02  Existing Agreement...............................................................83

   18.03  Existing 364-Day Agreement.......................................................83
</TABLE>

                                      -v-

<PAGE>

Schedules
   Schedule  1.01   Pricing Schedule
   Schedule  1.02   Mandatory Cost Formulae
   Schedule  2.01   Commitments and Pro Rata Shares
   Schedule  7.01   Existing Letters of Credit
   Schedule 11.03   Matters To Be Included in Opinions of Foreign Legal Counsel
                    to Borrowers
   Schedule 12.05   Litigation
   Schedule 13.04   Liens
   Schedule 13.06   Subsidiary Debt
   Schedule 16.01   Notice Addresses

Exhibits

   Exhibit A     Form of Note (Section 1.01)
   Exhibit B     Form of Notice of Committed Borrowing (Section 1.01)
   Exhibit C-1   Form of Notice of Conversion/Continuation (Company)
                 (Section 1.01)
   Exhibit C-2   Form of Notice of Conversion/Continuation (Canadian Borrowers)
                 (Section 1.01)
   Exhibit D     Form of Competitive Bid Request (Section 8.02)
   Exhibit E     Form of Invitation for Competitive Bids (Section 1.01)
   Exhibit F     Form of Competitive Bid (Section 8.02)
   Exhibit G-1   Form of Request for Increase in Commitments (Section 2.07)
   Exhibit G-2   Form of Request for Consent to Increase  (Section 2.07)
   Exhibit G-3   Form of Request for Additional Committed Lender (Section 2.07)
   Exhibit H     Form of Assignment and Acceptance (Section 1.01)
   Exhibit I     Form of Subsidiary Guaranty
   Exhibit J     Form of Borrower Designation
   Exhibit K     Form of Confirmation of Subsidiary Guaranty

                                      -vi-

<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

     THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 25, 2003 (this
"Agreement") is among PENTAIR, INC. (the "Company"); PENTAIR UK GROUP LIMITED
("Pentair UK"); PENTAIR CANADA INC. ("Pentair Canada"); EUROPENTAIR GmbH
("EuroPentair"); PENTAIR GLOBAL SARL ("Pentair Global"), any other subsidiary of
the Company designated as a "Canadian Borrower," "EMU Borrower" or "UK Borrower"
pursuant to the terms hereof (the Company, Pentair UK, Pentair Canada,
EuroPentair, Pentair Global and each such designated subsidiary are sometimes
referred to collectively as the "Borrowers" or each individually as a
"Borrower"); the financial institutions which from time to time are parties
hereto as lenders under the Committed Facility (collectively the "Committed
Lenders" and each individually a "Committed Lender"); BANK ONE, NA, LONDON
BRANCH, in its capacity as lender under the UK subfacility (the "UK Lender");
BANK ONE, NA, CANADA BRANCH, in its capacity as lender under the Canadian
subfacility (the "Canadian Lender"); BANK OF AMERICA, N.A., in its capacity as
lender under the EMU subfacility (the "EMU Lender"); BANK OF AMERICA, N.A., as
Issuing Bank; U.S. BANK NATIONAL ASSOCIATION, as Swing Line Lender; BANK ONE,
NA, U.S. BANK NATIONAL ASSOCIATION and THE BANK OF TOKYO - MITSUBISHI, LTD.,
CHICAGO BRANCH, as Co-Documentation Agents; and BANK OF AMERICA, N.A., as
Administrative Agent.

                                   WITNESSETH:

     WHEREAS, the Lenders are willing to make available (a) a committed
revolving credit facility of up to US$500,000,000, with subfacilities for (i)
loans to the UK Borrowers by the UK Lender, (ii) loans to the Canadian Borrowers
by the Canadian Lender, (iii) loans to the EMU Borrowers by the EMU Lender, (iv)
letters of credit issued by the Issuing Bank and (v) swing line loans to the
Company by the Swing Line Lender and (b) an uncommitted competitive bid
facility, in each case subject to the terms and conditions set forth herein;

     NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I

                              DEFINITIONS AND TERMS

     1.01 Definitions. For the purposes of this Agreement, in addition to the
definitions set forth above, the following terms shall have the respective
meanings set forth below:

     Absolute Rate - see subsection 8.02(c)(ii)(C).

     Acquisition means any transaction or series of related transactions that
result, directly or indirectly, in (a) the acquisition of all or substantially
all of the assets of a Person, or of all or substantially all of any business or
division of a Person, (b) the acquisition of in excess of 50% of the capital
stock, partnership interests, membership interests or equity of any Person, or
otherwise causing any Person to become a Subsidiary, or (c) a merger or
consolidation or any other combination with another Person (other than a Person
that is a Subsidiary) provided that the Company or the Subsidiary is the
surviving entity.

<PAGE>


     Adjusted Eurocurrency Rate means, for any Interest Period for a
Eurocurrency Loan made to the Company, a rate of interest per annum determined
pursuant to the following formula:

                                          Eurocurrency Rate
               Adjusted Eurocurrency = -----------------------
                        Rate           1 - Reserve Requirement

     Administrative Agent means Bank of America in its capacity as
administrative agent for the Lenders hereunder, together with any replacement
administrative agent arising under Article XV.

     Affected Lender means any Committed Lender which has made a claim for
compensation under Section 10.01 or 10.05 or has given a notice (which has not
been withdrawn) of the type described in Section 10.02 or 10.03.

     Affected Loan - see Section 10.03.

     Affiliate means, as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with
such Person. A Person shall be deemed to control another Person if the
controlling Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of such other Person, whether
through the ownership of voting securities or membership interests, by contract
or otherwise.

     Agent-Related Persons means the Administrative Agent and any successor
thereto in such capacity hereunder, together with their respective Affiliates
and the officers, directors, trustees, employees, agents and attorneys-in-fact
of such Persons and Affiliates.

     Agreement - see the Preamble.

     Applicable Currency means, with respect to any Loan, the currency in which
such Loan is denominated.

     Applicable Lending Office means, as to any Lender, the office or offices of
such Lender (or of an Affiliate of such Lender) which shall be making or
maintaining any Loan hereunder as specified from time to time by such Lender to
the Company and the Administrative Agent.

     Applicable Margin means a rate per annum determined in accordance with
Schedule 1.01.

     Assignee - see Section 16.06.

     Assignment and Acceptance means an Assignment and Acceptance substantially
in the form of Exhibit H.

     Available Currency means (i) with respect to Committed Loans to the
Company, British Pounds Sterling, Canadian Dollars and Euros, and (ii) with
respect to the EMU Loans, British Pounds Sterling and Euros.

                                      -2-

<PAGE>

     Bank of America means Bank of America, N.A.

     Bid Borrowing means a borrowing hereunder consisting of one or more Bid
Loans made to the Company on the same day by one or more Committed Lenders and
having the same Interest Period.

     Bid Loan means a Loan made in US Dollars by a Committed Lender to the
Company under Article VIII.

     Borrower - see the Preamble.

     Borrowing means a Bid Borrowing or a Committed Borrowing.

     Borrowing Date means, with respect to any Loan, the date on which such Loan
is to be made.

     British Pounds Sterling means the lawful currency of the United Kingdom of
Great Britain and Northern Ireland.

     Business Day means any day other than a Saturday or Sunday or a day on
which commercial banking institutions located in Charlotte, Chicago,
Minneapolis, New York or San Francisco are authorized or required by law or
other governmental action to close and (i) with respect to all notices,
determinations, fundings and payments in connection with any Eurocurrency Loan,
any day that is also a day for trading by and between banks in the Applicable
Currency in the applicable interbank eurocurrency market; (ii) with respect to
all matters relating to UK Loans, Canadian Loans or EMU Loans, a day on which
the UK Lender, the Canadian Lender or the EMU Lender, as the case may be, is
open for business at its Payment Office and (iii) if a reference to Business Day
relates to the date for the payment or purchase of any sum denominated in Euro,
in addition, a day which is a Target Day.

     Canadian Borrowers means, collectively, Pentair Canada and any other
Subsidiary of the Company organized under the laws of Canada that the Company
designates as a Canadian Borrower hereunder by written notice to the
Administrative Agent substantially in the form of Exhibit J.

     Canadian Dollars or CAN $ means the lawful currency of Canada.

     Canadian Lender - see the Preamble.

     Canadian Loan - see Section 4.01.

     Canadian Participation Funding Notice means a written notice from the
Canadian Lender informing the Administrative Agent that an Event of Default has
occurred and is continuing and directing the Administrative Agent to notify all
Committed Lenders to fund their participations in the Canadian Loans as provided
in Section 4.06.

     Canadian Sublimit means the Dollar Equivalent principal amount of
US$50,000,000, as such amount may be adjusted from time to time pursuant to
Section 9.04.

                                      -3-

<PAGE>

     Closing Date means July 25, 2003.

     Code means the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder.

     Committed Borrowing means a borrowing hereunder consisting of Committed
Loans made to the Company on the same day by the Committed Lenders in accordance
with their Pro Rata Shares and, in the case of a borrowing of Eurocurrency
Loans, in the same currency and having the same Interest Period.

     Committed Lender - see the Preamble.

     Committed Loan means a loan made by a Committed Lender to the Company
pursuant to Article II.

     Commitment means, with respect to any Committed Lender, its commitment to
make Committed Loans and to participate in the various subfacilities hereunder
in the amount set forth on Schedule 2.01, as adjusted from time to time in
accordance with the terms hereof.

     Company - see the Preamble.

     Competitive Bid means an offer by a Committed Lender to make a Bid Loan in
accordance with subsection 8.02(c).

     Competitive Bid Request - see Section 8.02.

     Computation Date means the last Business Day of each calendar month, each
date on which a Borrower borrows, converts or continues any Loan hereunder and
each date on which the Dollar Equivalent principal amount of an Affected Loan is
required to be determined under Section 10.03.

     Consolidated Shareholders' Equity means, at any date, the consolidated
shareholders' equity of the Company and the Consolidated Subsidiaries.

     Consolidated Subsidiary means, as of any date, any Subsidiary or other
entity the accounts of which would be consolidated with those of the Company in
its consolidated financial statements as of such date.

     Conversion/Continuation Date means the date on which a Committed Loan or a
Canadian Loan is converted from a Loan of any Type to the other Type or is
continued as a Eurocurrency Loan for a new Interest Period.

     Credit Extension means the making of a Loan or the issuance of a Letter of
Credit hereunder.

     Debt of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred

                                      -4-

<PAGE>

purchase price of property or services, except trade accounts payable arising in
the ordinary course of business, (iv) all obligations of such Person as lessee
under capital leases, (v) all Debt of others secured by a Lien on any asset of
such Person, whether or not such Debt is assumed by such Person, (vi) the
aggregate outstanding investment or claim held by purchasers, assignees or
transferees of (or of interests in) receivables of such Person in connection
with any Securitization Transaction, (vii) all non-contingent reimbursement
obligations of such Person under letters of credit, and (viii) all Debt (as
defined above) of others Guaranteed by such Person.

     Dollar Equivalent means, with respect to a specified amount of any
currency, the amount of US Dollars into which such amount of such currency would
be converted, based on the applicable Spot Rate of Exchange.

     EBITDA means, for any period, the sum of the consolidated net income of the
Company for such period excluding the effect of any extraordinary or
non-recurring gains and any extraordinary or non-recurring non-cash losses in
such period plus, to the extent deducted in determining such consolidated net
income, Interest Expense, income tax expense, depreciation and amortization for
such period.

     EMU Borrowers means, collectively, EuroPentair, Pentair Global and any
other Subsidiary of the Company organized under the laws of Germany or
Luxembourg that the Company designates as an EMU Borrower hereunder by written
notice to the Administrative Agent substantially in the form of Exhibit J.

     EMU German Sublimit means the Dollar Equivalent principal amount of
US$75,000,000, as such amount may be adjusted from time to time pursuant to
Section 9.04.

     EMU Legislation means legislative measures of the European Council for the
introduction of, changeover to or operation of a single or unified European
currency (whether known as the euro or otherwise), being in part the
implementation of the third stage of EMU.

     EMU Lender - see the Preamble.

     EMU Loan - see Section 5.01.

     EMU Lux Sublimit means the Dollar Equivalent principal amount of
US$75,000,000, as such amount may be adjusted from time to time pursuant to
Section 9.04.

     EMU Participation Funding Notice means a written notice from the EMU Lender
informing the Administrative Agent that an Event of Default has occurred and is
continuing and directing the Administrative Agent to notify all Committed
Lenders to fund their participations in the EMU Loans as provided in Section
5.06.

     Environmental Claims means all claims, however asserted, by any
Governmental Authority or other Person alleging potential liability or
responsibility for violation of any Environmental Law, or for release or injury
to the environment.

     Environmental Laws means all federal, state and local laws, statutes,
common law duties, rules, regulations, ordinances and codes, together with all
administrative orders, directed duties,

                                      -5-

<PAGE>

requests, licenses, authorizations and permits of, and agreements with, any
judicial, regulating or other governmental authority, in each case relating to
environmental, health, safety and land use matters.

     ERISA means the Employee Retirement Income Security Act of 1974, as amended
from time to time, and any successor statute and all rules and regulations
promulgated thereunder.

     ERISA Affiliate, as applied to the Company, means any Person or trade or
business which is a member of a group which is under common control with the
Company, who, together with the Company, is treated as a single employer within
the meaning of Section 414(b) or (c) of the Code or, for purposes of Section 412
of the Code, Section 414(m) or (o) of the Code.

     Euro or (euro) means the single currency of Participating Member States.

     Eurocurrency Loan means a Loan for which the rate of interest is determined
by reference to the Eurocurrency Rate or the Adjusted Eurocurrency Rate.

     Eurocurrency Rate means, for any Eurocurrency Loan for any Interest Period,

     (a) in the case of a US Dollar Eurocurrency Loan, the rate of interest per
annum (carried to five decimal places) determined by the Administrative Agent as
the rate at which deposits in US Dollars in the approximate amount of the US
Dollar Eurocurrency Loan of Bank of America included in the applicable
Borrowing, and having a maturity comparable to such Interest Period, are offered
by Bank of America's Grand Cayman Branch, Grand Cayman, B.W.I. (or such other
office as may be designated by Bank of America from time to time) to major banks
in the offshore interbank market at approximately 10:00 a.m. (Chicago time) two
Business Days prior to the commencement of such Interest Period;

     (b) in the case of a UK Loan, (i) the rate per annum (rounded upward, if
necessary, to the nearest 1/100 of 1%) which appears on the Reuters Screen LIBO
Page as the London interbank offered rate for deposits in British Pounds
Sterling at approximately 11:00 A.M. (London, England time) on the first day of
such Interest Period for a term comparable to such Interest Period; provided
that if more than one applicable rate is specified on the Reuters Screen LIBO
Page, the rate shall be the arithmetic mean of all such rates; or (ii) if for
any reason the rate described in clause (i) is not available, the rate per annum
(carried to five decimal places) determined by the UK Lender as the rate at
which deposits in British Pounds Sterling in the approximate amount of such UK
Loan, and having a maturity comparable to such Interest Period, are offered by
the UK Lender to major banks in the interbank market at approximately 11:00 A.M.
(London, England time) on the first day of such Interest Period; and

     (c) in the case of any other Eurocurrency Loan, the rate per annum (rounded
upward, if necessary, to the nearest 1/100 of 1%) determined by the
Administrative Agent (or, in the case of UK Loans, Canadian Loans or EMU Loans,
by the UK Lender, the Canadian Lender or the EMU Lender, respectively) as (i)
the rate which appears on Telerate Page 3750 or the other appropriate Telerate
Page (or any successor page) as the London interbank offered rate for deposits
in the Applicable Currency at approximately 11:00 A.M. (London, England time)
two Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period; or (ii) if for any reason the rate described
in clause (i) is not available, the rate per annum

                                      -6-

<PAGE>

which appears on the Reuters Screen LIBO Page as the London interbank offered
rate for deposits in the Applicable Currency at approximately 11:00 A.M.
(London, England time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period; provided that if more than
one applicable rate is specified on the Reuters Screen LIBO Page, the rate shall
be the arithmetic mean of all such rates (carried to five decimal places).]

     EuroPentair - see the Preamble.

     Event of Default means any event described in Section 14.01.

     Existing 364-Day Agreement means the 364-Day Credit Agreement dated as of
September 2, 1999 among the Company and various financial institutions,
including Bank of America, as Administrative Agent.

     Existing Agreement means the Long Term Credit Agreement dated as of
September 2, 1999 among the Company, various Subsidiaries of the Company and
various financial institutions, including Bank of America, as Administrative
Agent.

     Existing Letter of Credit means a letter of credit listed on Schedule 7.01.

     Facility Fee Rate means a rate determined in accordance with Schedule 1.01.

     Federal Funds Rate means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate charged to
the Administrative Agent (in its individual capacity) on such day on such
transactions as determined by the Administrative Agent.

     Fronting Margin means a rate determined in accordance with Schedule 1.01.

     Foreign Overnight Rate means, for any day with respect to any amount in any
currency (other than US Dollars), the rate of interest per annum at which
overnight deposits in such currency, in an amount approximately equal to the
amount with respect to which such rate is being determined, would be offered for
such day to major banks in the London or other applicable offshore interbank
market by (i) in the case of an amount payable by or to the UK Lender, the
Canadian Lender or the EMU Lender, such Lender, and (ii) in the case of any
other amount, Bank of America's London Branch.

     Foreign Subsidiary means any Subsidiary (i) organized under the laws of a
jurisdiction other than the United States or a state thereof and (ii) which
conducts substantially all of its business and operations in a jurisdiction
other than the United States.

     FRB means the Board of Governors of the Federal Reserve System (or any
successor).

                                      -7-

<PAGE>

     GAAP means generally accepted accounting principles set forth in
pronouncements of the Financial Accounting Standards Board, the Accounting
Principles Board or the American Institute of Certified Public Accountants or
which have other substantial authoritative support and are applicable in the
circumstances as of the date of a report, as such principles are from time to
time supplemented and amended.

     Governmental Authority means any federal, state, municipal, national or
other governmental department, commission, board, bureau, court, agency or
instrumentality or political subdivision thereof or any entity or officer
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to any government or any court, in each case whether
associated with a state of the United States, the United States, or a foreign
entity or government.

     Guarantee by any Person means any obligation, contingent or otherwise, of
such Person directly or indirectly guaranteeing any Debt of any other Person or
in any manner providing for the payment of any Debt of any other Person or
otherwise protecting the holder of such Debt against loss (whether by agreement
to keep-well, to purchase assets, goods, securities, services, or to take-or-pay
or otherwise); provided that the term Guarantee shall not include endorsements
for collection or deposit in the ordinary course of business. The term
"Guarantee" used as a verb has a correlative meaning.

     Honor Date - see subsection 7.03(b).

     Indemnified Liabilities - see subsection 16.03(b).

     Indemnified Person - see subsection 16.03(b).

     Interest Coverage Ratio means, for any period, the ratio of (i) EBITDA plus
rent expense for such period to (ii) Interest Expense plus rent expense of the
Company and its Subsidiaries for such period.

     Interest Expense means the sum, without duplication, of consolidated
interest expense (including the interest component of capital leases, the
interest component of Synthetic Lease Obligations, facility, commitment and
usage fees, and fees for standby letters of credit) plus consolidated yield or
discount accrued on the aggregate outstanding investment or claim held by
purchasers, assignees or other transferees of (or of interests in) receivables
of the Company and its Subsidiaries in connection with any Securitization
Transaction (regardless of the accounting treatment of such Securitization
Transaction).

     Interest Payment Date means (a) as to any US Base Rate Loan or Prime Rate
Loan, the last Business Day of each calendar quarter; (b) as to any Swing Line
Loan, each Business Day (or, so long as the Committed Lenders have not become
obligated to purchase participations in Swing Line Loans pursuant to Section
6.07, as otherwise agreed by the Company and the Swing Line Lender), and (c) as
to any other Loan, the last day of each Interest Period applicable to such Loan
and, in the case of any such Loan other than a Bid Loan which has an Interest
Period which exceeds three months, the three-month anniversary of the first day
of such Interest Period.

                                      -8-

<PAGE>

     Interest Period means (a) for any Eurocurrency Loan, a period commencing on
the date such Eurocurrency Loan is made, continued or converted and each
subsequent period commencing on the last day of the immediately preceding
Interest Period for such Eurocurrency Loan and ending, at the applicable
Borrower's option in accordance with the terms hereof, on the date one, two,
three or six months thereafter (or such other periods as may be agreed to by the
applicable Borrower, the Administrative Agent and each applicable Lender); and
(b) for any Bid Loan, a period of not less than 7 nor more than 183 days;
provided that:

          (i) if an Interest Period would end on a day which is not a Business
     Day, such Interest Period shall be extended to the next Business Day
     (unless, in the case of a Eurocurrency Loan, such extension would cause
     such Interest Period to end in the succeeding calendar month, in which case
     such Interest Period shall end on the next preceding Business Day); and

          (ii) no Interest Period shall extend past the scheduled Termination
     Date.

     Invitation for Competitive Bids means a notice substantially in the form of
Exhibit E.

     IRS means the Internal Revenue Service of the United States.

     Issue means, with respect to any Letter of Credit, to issue or to extend
the expiry of, or to renew or increase the amount of, such Letter of Credit; and
the terms "Issued," "Issuing" and "Issuance" have corresponding meanings.

     Issuing Bank means Bank of America in its capacity as issuer of one or more
Letters of Credit hereunder, together with any replacement therefor in such
capacity.

     L/C Advance means each Lender's participation in any L/C Borrowing in
accordance with its Pro Rata Share.

     L/C Amendment Application means an application form for amendment of an
outstanding Letters of Credit as shall at the relevant time be in use by the
Issuing Bank.

     L/C Application means an application form for issuance of a standby letter
of credit as shall at the relevant time be in use by the Issuing Bank.

     L/C Borrowing means an extension of credit resulting from a drawing under
any Letter of Credit which shall not have been reimbursed on the date when made
nor converted into an US Base Rate Loan under subsection 7.03(c).

     L/C Fee Rate means a rate per annum determined in accordance with Schedule
1.01.

     L/C Obligations means at any time the sum of (a) the aggregate undrawn
Dollar Equivalent amount of all Letters of Credit then outstanding, plus (b) the
Dollar Equivalent amount of all unreimbursed drawings under all Letters of
Credit, including all outstanding L/C Borrowings.

                                      -9-

<PAGE>

     L/C-Related Documents means the Letters of Credit, the L/C Applications,
the L/C Amendment Applications and any other document relating to any Letter of
Credit, including any of the Issuing Bank's standard form documents for letter
of credit issuances.

     Lead Arranger means Banc of America Securities, LLC.

     Lenders means the Committed Lenders, the UK Lender, the Canadian Lender,
the EMU Lender, the Swing Line Lender and the Issuing Bank; and Lender means any
of the foregoing.

     Letter of Credit means any standby letter of credit Issued by the Issuing
Bank pursuant to Article VII (including any Existing Letter of Credit deemed to
be a Letter of Credit pursuant to Section 7.01(a)).

     Leverage Ratio means, as of any date, the ratio of (a) the sum (without
duplication) of (i) all Debt of the Company and its Consolidated Subsidiaries
plus (ii) all Synthetic Lease Obligations of the Company and its Consolidated
Subsidiaries, all determined on a consolidated basis, to (b) EBITDA for the
period of four consecutive fiscal quarters most recently ended on or before such
date for which financial statements have been delivered pursuant to subsection
13.01(a) or (b); provided that for purposes of calculating EBITDA pursuant to
this clause (b), the consolidated net income of any Person or business unit
acquired (or divested or liquidated, if the sales revenue generated by such
Person or business unit in the 12 months prior to such divestiture or
liquidation was $25,000,000 or more) by the Company or any Subsidiary during
such period (plus, to the extent deducted in determining such consolidated net
income, Interest Expense, income tax expense, depreciation and amortization of
such Person or business unit) shall be included (or, in the case of a
divestiture or liquidation, excluded) on a pro forma basis for such period
(assuming the consummation of each such acquisition and the incurrence or
assumption of any Debt in connection therewith (or the consummation of such
divestiture or liquidation) occurred on the first day of such period) in
accordance with Article 11 of Regulation S-X of the Securities and Exchange
Commission.

     LIBO Rate means, for any Business Day, the offered rate for deposits in US
Dollars (rounded upward, if necessary, to the nearest 1/100 of 1%), for delivery
of such deposits on such day, for a period of one month, which appears on the
Reuters Screen LIBO page as of the time selected by the Swing Line Lender on
such day. If at least two rates appear on the Reuters Screen LIBO Page, the rate
shall be the arithmetic mean of such rates (rounded as provided above). If fewer
than two rates appear, the rate may be determined by the Swing Line Lender based
on other services selected for such purpose by the Swing Line Lender or based on
rates offered to the Swing Line Lender for US Dollar deposits in the interbank
Eurodollar market.

     Lien means any interest in property securing any obligation owed to, or a
claim by, a Person other than the owner of the property, whether such interest
is based on the common law, statute or contract, and including but not limited
to the lien or security interest arising from a mortgage, encumbrance, pledge,
security agreement, conditional sale or trust receipt or a lease, consignment or
bailment for security purposes.

     Loans means Committed Loans, UK Loans, Canadian Loans, EMU Loans, Swing
Line Loans and Bid Loans; and Loan means any of the foregoing.

                                      -10-

<PAGE>

     Mandatory Cost means a rate per annum determined in accordance with
Schedule 1.02.

     Material Adverse Effect means a material adverse effect on (i) the
business, assets, operations or condition (financial or otherwise) of the
Company and its Subsidiaries taken as a whole or (ii) the ability of any
Borrower to perform its obligations hereunder.

     Material Financial Obligations means Debt or Synthetic Lease Obligations of
the Company or any Subsidiary in an aggregate amount (for all applicable Debt
and Synthetic Lease Obligations, but without duplication) equal to or greater
than the lesser of (i) a Dollar Equivalent amount of US$25,000,000 or (ii) at
any time the Company or any Subsidiary has Debt outstanding, obtained through
one or more public or private placements thereof to institutional investors,
with a Dollar Equivalent principal amount of US$25,000,000 or more outstanding,
which has a threshold for cross-default (similar to subsection 14.01(e)) lower
than a Dollar Equivalent amount of US$25,000,000, the lowest threshold amount
under any such financing.

     Material Subsidiary means (a) each Borrower other than the Company and (b)
each other Subsidiary of the Company that at the time of determination
constitutes a "significant subsidiary" (as such term is defined in Regulation
S-X of the Securities and Exchange Commission as in effect on the date of this
Agreement).

     Minimum Tranche means (a) in the case of US Dollars, US$5,000,000 or a
higher integral multiple of US$1,000,000; and (b) in the case of any Available
Currency, an amount equal to US$5,000,000 or a higher integral multiple of
1,000,000 units of such currency.

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

     Note means a promissory note issued by a Borrower to a Lender substantially
in the form of Exhibit A, with appropriate insertions, evidencing Loans by such
Lender to such Borrower hereunder.

     Notice of Committed Borrowing means a notice substantially in the form of
Exhibit B executed by a Senior Financial Officer of the Company.

     Notice of Conversion/Continuation means a notice substantially in the form
of Exhibit C-1 of a continuation or conversion of Committed Loans pursuant to
subsection 2.03(b) or a notice substantially in the form of Exhibit C-2 of the
conversion or continuation of a Canadian Loan pursuant to subsection 4.03(b).

     Other Taxes means any present or future stamp, court or documentary taxes
or any other excise or property taxes, charges or similar levies which arise
from any payment made hereunder or from the execution, delivery, performance,
enforcement or registration of, or otherwise with respect to, this Agreement or
any Note.

     Participant - see subsection 16.06(e).

     Participating Member State means any member state of the European Union
that has elected the Euro as its lawful currency.

                                      -11-

<PAGE>

     Payment Office means, with respect to the Administrative Agent, the UK
Lender, the Canadian Lender, the EMU Lender and the Swing Line Lender, as the
context may require, the office of such Person specified on Schedule 16.01 or
such other office as such Person may from time to time designate.

     Payment Sharing Notice means any of (a) a Canadian Participation Funding
Notice, (b) a EMU Participation Funding Notice, (c) a UK Participation Funding
Notice or (d) a written notice from any Committed Lender to the Administrative
Agent and the Company (i) advising them that an Event of Default has occurred
and is continuing and (ii) directing the Administrative Agent to allocate all
payments and other recoveries received from or on behalf of the Company in
accordance with subsection 9.11(b).

     PBGC means the Pension Benefit Guaranty Corporation and any successor
thereto.

     Pentair Canada - see the Preamble.

     Pentair Global - see the Preamble.

     Pentair UK - see the Preamble.

     Permitted Acquisition means any Acquisition by the Company or a Subsidiary
which satisfies each of the following requirements: (i) no Event of Default or
Unmatured Event of Default has occurred and is continuing at the time of, or
will result from, such Acquisition; (ii) if the aggregate consideration to be
paid by the Company and its Subsidiaries in connection with such Acquisition
(including Debt assumed, but excluding capital stock of the Company) exceeds
US$10,000,000, the Company shall have delivered to the Administrative Agent a
certificate demonstrating that, after giving effect to such Acquisition, the
Company will be in pro forma compliance with Sections 13.02 and 13.03; and (iii)
in the case of the Acquisition of any Person, the Board of Directors (or
equivalent governing body) of the Person being acquired shall have approved such
Acquisition.

     Person means an individual, limited liability company, partnership,
corporation, trust, unincorporated organization, association, joint venture or
other entity or a government or agency or political subdivision thereof.

     Plan means at any time an employee pension benefit plan which is covered by
Title IV of ERISA or subject to the minimum funding standards under Section 412
of the Code and is either (i) maintained by the Company or any ERISA Affiliate
for employees of the Company or such ERISA Affiliate or (ii) maintained pursuant
to a collective bargaining agreement or any other arrangement under which more
than one employer makes contributions and to which the Company or any ERISA
Affiliate is then making or accruing an obligation to make contributions or has
within the preceding five plan years made contributions.

     Prime Rate means, for any day, the rate of interest per annum designated by
the Canadian Lender as its "prime rate" at its offices in Toronto, Canada. The
"prime rate" set by the Canadian Lender based upon various factors including its
costs and desired return, general economic conditions and other factors, and is
used as a reference point for pricing some loans, which may be priced at, above
or below such announced rate. Any change in the prime rate

                                      -12-

<PAGE>

announced by the Canadian Lender shall take effect at the opening of business on
the day specified in the public announcement of such change.

     Prime Rate Loan means a Canadian Loan for which the rate of interest is
determined by reference to the Prime Rate.

     Pro Rata Share means, with respect to any Committed Lender at any time, the
percentage equivalent (expressed as a decimal, rounded to the ninth decimal
place) at such time of

          (a) prior to termination of the Commitments, (i) such Committed
     Lender's Commitment divided by (ii) the Total Commitment; and

          (b) after termination of the Commitments, (i) the aggregate Dollar
     Equivalent principal amount of such Committed Lender's Loans plus the sum
     of the participations of such Committed Lender in the aggregate Dollar
     Equivalent principal amount of all UK Loans, Canadian Loans, EMU Loans,
     Swing Line Loans and (without duplication) L/C Obligations, divided by (ii)
     the Total Outstandings.

     Required Lenders means Committed Lenders having Pro Rata Shares of more
than 50%.

     Requirement of Law means, as to any Person, any law (statutory or common),
treaty, rule or regulation or determination of an arbitrator or of a
Governmental Authority, in each case applicable to or binding upon the Person or
any of its property or to which the Person or any of its property is subject.

     Reserve Requirement means, for any day for any Eurocurrency Loan to the
Company or any Swing Line Loan, the maximum reserve percentage (expressed as a
decimal, rounded upward, if necessary, to an integral multiple of 1/100th of 1%)
in effect on such day (whether or not applicable to any Lender) under
regulations issued from time to time by the FRB for determining the maximum
reserve requirement (including any emergency, special, supplemental or other
marginal reserve requirement) with respect to Eurocurrency funding (currently
referred to as "Eurocurrency liabilities" in Regulation D of the FRB).

     Same Day Funds means (i) with respect to disbursements and payments in US
Dollars, immediately available funds, and (ii) with respect to disbursements and
payments in any other currency, same day or other funds as may be determined by
the Administrative Agent (or, with respect to UK Loans, Canadian Loans or EMU
Loans, the UK Lender, the Canadian Lender or the EMU Lender, as the case may be)
to be customary in the place of disbursement or payment for the settlement of
international banking transactions in such currency.

     Securitization Transaction means any sale, assignment or other transfer by
the Company or any Subsidiary of accounts receivable, lease receivables or other
payment obligations owing to the Company or such Subsidiary or any interest in
any of the foregoing (other than sales of defaulted receivables, foreign
receivables or similar items in the ordinary course of business consistent with
past practice), together in each case with any collections and other proceeds
thereof, any collection or deposit accounts related thereto, and any collateral,
guaranties or other property or claims in favor of the Company or such
Subsidiary supporting or securing payment by the obligor thereon of, or
otherwise related to, any such receivables.

                                      -13-

<PAGE>

     Senior Financial Officer means the chief financial officer, principal
accounting officer, treasurer or controller of the Company.

     S&P means Standard & Poor's Ratings Group, a division of McGraw-Hill
Companies, Inc.

     Spot Rate of Exchange means for any amount denominated in any currency
other than US Dollars, an amount of US Dollars into which the Administrative
Agent could convert such currency by using the applicable quoted spot rate as
reported on the appropriate page of the Reuters Screen at 11:00 A.M. (London,
England time) two Business Days preceding the day such determination is
requested to be made.

     Sublimit means each of the UK Sublimit, the Canadian Sublimit, the EMU
German Sublimit and the EMU Lux Sublimit.

     Subsequent Participant means a member state that adopts the Euro as its
lawful currency after the Closing Date;

     Subsidiary means any Person in which more than 50% of its outstanding
voting stock or rights or more than 50% of all equity interest is owned directly
or indirectly by the Company.

     Subsidiary Guarantor means, on any day, each Subsidiary that has executed a
counterpart of the Subsidiary Guaranty on or prior to that day (and has not been
released from its obligations thereunder in accordance with the terms hereof).

     Subsidiary Guaranty means a Subsidiary Guaranty issued by various
Subsidiaries of the Company, substantially in the form of Exhibit I.

     Swing Line Lender means U.S. Bank National Association in its capacity as
Swing Line Lender hereunder, together with any replacement therefor in such
capacity.

     Swing Line Loan - see Section 6.01.

     Swing Line Rate means for any day a rate per annum (rounded upward, if
necessary, to the nearest 1/16 of 1%) determined pursuant to the following
formula, which rate shall continue in effect until the next succeeding Business
Day:

                                          LIBO Rate
               Swing Line Rate = --------------------------
                                 1.00 - Reserve Requirement

     Synthetic Lease Obligations means obligations under operating leases (as
determined pursuant to Statement of Financial Accounting Standards No. 13) of
properties which are reported for United States income tax purposes as owned by
the Company or a Consolidated Subsidiary. The amount of Synthetic Lease
Obligations under any such lease shall be determined in accordance with GAAP as
if such operating lease were a capital lease.

                                      -14-

<PAGE>

     Target Day means any day that is not (i) a Saturday or Sunday, (ii)
Christmas Day or New Year's Day, or (iii) any other day on which the
Trans-European Automated Real-time Gross Settlement Express Transfer System (or
any successor settlement system) is not operating.

     Taxes means any and all present or future taxes, levies, assessments,
imposts, duties, deductions, fees, withholdings or similar charges, and all
liabilities with respect thereto, excluding, in the case of each Lender and each
Agent, respectively, taxes imposed on or measured by its net income by the
jurisdiction (or any political subdivision thereof) under the laws of which such
Lender or such Agent, as the case may be, is organized or maintains a lending
office.

     Termination Date means the earlier to occur of (i) July 25, 2006, or (ii)
the date on which the Commitments terminate or are reduced to zero.

     Total Commitment means the aggregate amount of the Commitments of all
Committed Lenders. The initial Total Commitment is US$500,000,000.

     Total Outstandings means at any time the aggregate US Dollar Equivalent
principal amount of all Loans plus (without duplication) the L/C Obligations.

     Type of Loan or Borrowing refers to the interest rate basis for a loan or
borrowing. The "Types" of Committed Loans or borrowings are US Base Rate Loans
or borrowings and Eurocurrency Loans or borrowings. The "Types" of Canadian
Loans are Prime Rate Loans and Eurocurrency Loans.

     UK Borrowers means, collectively, Pentair UK and any other Subsidiary of
the Company organized under the laws of the United Kingdom that the Company
designates as a UK Borrower hereunder by written notice to the Administrative
Agent substantially in the form of Exhibit J.

     UK Deferral Date means the earlier of (a) January 24, 2004, or (b) the date
that is five Business Days after the date on which the Administrative Agent and
the Company shall have received notice from each Committed Lender required under
subsection 10.05(f) to submit a claim for relief from United Kingdom income tax
that such Committed Lender has been granted such relief from United Kingdom
income tax on (i) usage fees payable by each UK Borrower to such Committed
Lender and (ii) interest which may at any time be payable by any UK Borrower to
the UK Lender in which such Committed Lender has a participating interest.

     UK Lender - see the Preamble.

     UK Loan - see Section 3.01.

     UK Participation Funding Notice means a written notice from the UK Lender
informing the Administrative Agent that an Event of Default has occurred and is
continuing and directing the Administrative Agent to notify all Committed
Lenders to fund their participations in the UK Loans as provided in Section
3.06.

     UK Sublimit means the Dollar Equivalent principal amount of US$50,000,000,
as such amount may be adjusted from time to time pursuant to Section 9.04.

                                      -15-

<PAGE>

     Unfunded Vested Liabilities means, with respect to any Plan at any time,
the amount (if any) by which (i) the present value of all vested nonforfeitable
benefits under such Plan exceeds (ii) the fair market value of all Plan assets
allocable to such benefits, all determined as of the then most recent valuation
date for such Plan, but only to the extent that such excess represents a
potential liability of the Company or any ERISA Affiliate to the PBGC or such
Plan under Title IV of ERISA.

     Unmatured Event of Default means any event which if it continues uncured
will, with lapse of time or notice or both, constitute an Event of Default.

     Usage Fee Rate means a rate determined in accordance with Schedule 1.01.

     US Base Rate means, for any day, the higher of: (a) 0.50% per annum above
the latest Federal Funds Rate; or (b) the rate of interest in effect for such
day as publicly announced from time to time by Bank of America as its "reference
rate." (The "reference rate" is a rate set by Bank of America based upon various
factors including Bank of America's costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above or below such announced rate.) Any change
in the reference rate announced by Bank of America shall take effect at the
opening of business on the day specified in the public announcement of such
change.

     US Base Rate Loan means a Committed Loan denominated in US Dollars for
which the rate of interest is determined by reference to the US Base Rate.

     US Dollar Eurocurrency Loans means Committed Loans which are Eurocurrency
Loans and are denominated in US Dollars.

     US Dollars or US$ means dollars constituting legal tender for the payment
of public and private debts in the United States of America.

     1.02 Rules of Interpretation.

     (a) All accounting terms not specifically defined herein shall have the
meanings assigned to such terms and shall be interpreted in accordance with GAAP
applied on a consistent basis; provided that if the Company notifies the
Administrative Agent that the Company desires to amend any covenant in Article
XIII (or any related definition) to eliminate the effect of any change in GAAP
on the operation of such covenant (or such definition), or the Administrative
Agent notifies the Company that the Required Lenders desire to amend any such
covenant (or any such definition) for such purpose, then the Company's
compliance with such covenant shall be determined (or such definition shall be
interpreted) on the basis of GAAP as in effect immediately before such change
became effective, until either such notice is withdrawn or such covenant (or
such definition) is amended in a manner satisfactory to the Company and the
Required Lenders.

     (b) The headings, subheadings and table of contents herein are solely for
convenience of reference and shall not affect the meaning, construction or
effect of any provision hereof.

                                      -16-

<PAGE>

     (c) Except as otherwise expressly provided, references herein to articles,
sections, paragraphs, clauses, annexes, exhibits and schedules are references to
articles, sections, paragraphs, clauses, annexes, exhibits and schedules in or
to this Agreement.

     (d) All definitions set forth herein shall apply to the singular as well as
the plural form of the applicable defined term, and all references to the
masculine gender shall include reference to the feminine or neuter gender, and
vice versa, as the context may require.

     (e) References to "including" means including without limiting the
generality of any description preceding such term.

     (f) All references to any agreement or document as amended, modified or
supplemented, or words of similar effect, shall mean such agreement or document
as amended, modified or supplemented from time to time.

     (g) In the event that pursuant to Section 10.09 hereof any amount is
borrowed and repaid in the Euro rather than any particular Applicable Currency,
then references to such Applicable Currency and all definitions related to or
derived from a reference to such Applicable Currency shall be deemed to be, or
be related to or derived from, references to the Euro, in the sole discretion of
the applicable Lender, and shall be deemed modified to the extent necessary to
effect the intent of this Agreement with respect to borrowings in such
Applicable Currency.

                                   ARTICLE II

                             THE COMMITTED FACILITY

     2.01 Commitments. Subject to the terms and conditions of this Agreement,
each Committed Lender severally agrees (a) to make Committed Loans to the
Company in US Dollars or any Available Currency from the Closing Date until the
Termination Date in such Committed Lender's Pro Rata Share of such aggregate
amounts as the Company may request from time to time from all Committed Lenders;
and (b) to participate in the various subfacilities as more fully set forth
below; provided that (i) the Total Outstandings shall not at any time exceed the
Total Commitment and (ii) the aggregate Dollar Equivalent principal amount of
all Committed Loans of any Committed Lender plus such Committed Lender's Pro
Rata Share of the Dollar Equivalent principal amount of all UK Loans, Canadian
Loans, EMU Loans, Swing Line Loans and L/C Obligations shall not at any time
exceed such Committed Lender's Commitment.

     2.02 Procedure for Committed Borrowings.

     (a) Each Committed Borrowing shall be made upon irrevocable written notice
from the Company to the Administrative Agent, which notice must be received by
the Administrative Agent not later than (i) 10:00 A.M. (Chicago time) two
Business Days prior to the requested Borrowing Date, in the case of US Dollar
Eurocurrency Loans; (ii) 11:00 A.M. (Chicago time) four Business Days prior to
the requested Borrowing Date, in the case of Eurocurrency Loans in an Available
Currency; and (iii) 11:00 A.M. (Chicago time) on the requested Borrowing Date,
in the case of US Base Rate Loans. Each such notice shall specify:

                                      -17-

<PAGE>

          (A) the amount of the Committed Borrowing, which shall be in an
     aggregate amount not less than the Minimum Tranche;

          (B) the requested Borrowing Date, which shall be a Business Day;

          (C) the Type of Loans comprising the Committed Borrowing ; and

          (D) in the case of a Borrowing of Eurocurrency Loans, the Applicable
     Currency (which shall be US Dollars or any Available Currency) and the
     duration of the initial Interest Period therefor.

     (b) Upon receipt of a Notice of Committed Borrowing, the Administrative
Agent will promptly notify each Committed Lender thereof and of the amount of
such Committed Lender's Pro Rata Share of the Committed Borrowing.

     (c) Each Committed Lender will make the amount of its Pro Rata Share of
each Committed Borrowing available to the Administrative Agent for the account
of the Company at the Administrative Agent's Payment Office on the Borrowing
Date requested by the Company in Same Day Funds and in the requested currency
(i) in the case of a Committed Borrowing comprised of Committed Loans in US
Dollars, by noon (Chicago time) and (ii) in the case of a Committed Borrowing in
any Available Currency, by such time as the Administrative Agent may specify.
The proceeds of all such Loans will promptly be made available to the Company by
the Administrative Agent in like funds as received by the Administrative Agent.

     (d) After giving effect to any Committed Borrowing, there may not be more
than 15 different Interest Periods for all Committed Borrowings.

     2.03 Conversion and Continuation Elections for Committed Borrowings.

     (a) The Company may, upon irrevocable written notice to the Administrative
Agent in accordance with subsection 2.03(b):

          (i) elect, as of any Business Day, in the case of US Base Rate Loans,
     or as of the last day of the applicable Interest Period, in the case of US
     Dollar Eurocurrency Loans, to convert any Committed Loans (or any part
     thereof in an amount not less than the Minimum Tranche) into Committed
     Loans in US Dollars of the other Type; or

          (ii) elect, as of the last day of the applicable Interest Period, to
     continue any Committed Loans having Interest Periods expiring on such day
     (or any part thereof in an amount not less than the Minimum Tranche) as
     Committed Loans of the same Type and in the same currency with a new
     Interest Period;

provided that if at any time the aggregate amount of US Dollar Eurocurrency
Loans in respect of any Committed Borrowing is reduced, by payment, prepayment
or conversion of part thereof, to be less than the Minimum Tranche, such US
Dollar Eurocurrency Loans shall automatically convert into US Base Rate Loans.

                                      -18-

<PAGE>

     (b) The Company shall deliver a Notice of Conversion/Continuation to be
received by the Administrative Agent not later than (i) 10:00 A.M. (Chicago
time) two Business Days prior to the Conversion/Continuation Date, if US Dollar
Eurocurrency Loans are to be continued for a new Interest Period or Committed
Loans are to be converted from US Base Rate Loans into US Dollar Eurocurrency
Loans; (ii) 11:00 A.M. (Chicago time) four Business Days prior to the
Conversion/Continuation Date, if Committed Loans in any Available Currency are
to be continued as Eurocurrency Loans; and (iii) 10:00 A.M. (Chicago time) on
the Conversion/Continuation Date, if Committed Loans are to be converted from US
Dollar Eurocurrency Loans into US Base Rate Loans. Each such notice shall
specify:

          (A) the proposed Conversion/Continuation Date;

          (B) the aggregate amount and currency of the Committed Loans to be
     converted or continued;

          (C) the Type of Committed Loans resulting from the proposed conversion
     or continuation; and

          (D) other than in the case of conversions into US Base Rate Loans, the
     duration of the requested Interest Period.

     (c) If upon the expiration of any Interest Period applicable to US Dollar
Eurocurrency Loans, the Company has failed to timely select a new Interest
Period to be applicable to such US Dollar Eurocurrency Loans, the Company shall
be deemed to have elected to convert such US Dollar Eurocurrency Loans into US
Base Rate Loans effective as of the expiration date of such Interest Period. If
upon the expiration of any Interest Period applicable to Committed Loans in any
Available Currency, the Company has failed to timely select a new Interest
Period to be applicable to such Committed Loans, the Company shall be deemed to
have elected to continue such Committed Loans as Eurocurrency Loans for a
one-month Interest Period.

     (d) The Administrative Agent will promptly notify each Committed Lender of
its receipt of a Notice of Conversion/Continuation pursuant to this Section 2.03
or, if no timely notice is provided by the Company, the Administrative Agent
will promptly notify each Committed Lender of the details of any automatic
conversion or continuation. All conversions and continuations of Committed Loans
shall be made ratably according to the respective Pro Rata Shares of the
Committed Lenders.

     (e) Unless the Required Lenders otherwise agree, during the existence of an
Event of Default or Unmatured Event of Default, the Company may not elect to
have a Committed Loan converted into or continued as a US Dollar Eurocurrency
Loan.

     (f) After giving effect to any conversion or continuation of Committed
Loans, there may not be more than 15 different Interest Periods for all
Committed Loans.

     2.04 Interest on Committed Loans. The Company shall pay interest on the
unpaid principal amount of each Committed Loan made to the Company, from the
date such Committed Loan is made to the date such Committed Loan is paid in
full, as follows:

                                      -19-

<PAGE>

     (a)  so long as such Committed Loan is a US Base Rate Loan, at a rate per
          annum equal to the US Base Rate plus the Applicable Margin for US Base
          Rate Loans and Prime Rate Loans; and

     (b)  so long as such Committed Loan is a Eurocurrency Loan, at a rate per
          annum equal to the Adjusted Eurocurrency Rate for each applicable
          Interest Period plus the Applicable Margin for Eurocurrency Loans;

provided that, upon the request of the Required Lenders at any time (and for so
long as) an Event of Default exists, the interest rate applicable to each
Committed Loan shall be increased by 2%.

     2.05 Optional Prepayments. The Company may from time to time prepay
Committed Loans in whole or in part, in an aggregate Dollar Equivalent principal
amount of at least US$5,000,000 and an integral multiple of 1,000,000 units of
the Applicable Currency. The Company shall deliver a notice of prepayment to be
received by the Administrative Agent not later than 10:00 A.M. (Chicago time)
(a) in the case of US Dollar Eurocurrency Loans, three Business Days in advance
of the prepayment date, (b) in the case of Eurocurrency Loans in an Available
Currency, four Business Days in advance of the prepayment date and (c) in the
case of US Base Rate Loans, on the prepayment date. Each such notice shall
specify the Loans to be prepaid and the date and amount of such prepayment. The
Administrative Agent will promptly notify each Committed Lender of its receipt
of such notice and of such Committed Lender's Pro Rata Share of such prepayment.
Any prepayment of Eurocurrency Loans shall include accrued interest on the
principal amount prepaid and, unless made on the last day of an Interest Period
therefor, shall be subject to the provisions of Section 10.04.

     2.06 Reduction or Termination of the Commitments. (a) The Company may, upon
not less than three Business Days' prior written notice to the Administrative
Agent, (i) terminate the Commitments upon payment in full by the Borrowers of
all outstanding obligations hereunder or (ii) permanently reduce the amount of
the Commitments, by an amount equal to US$10,000,000 or a higher integral
multiple of US$1,000,000, to an amount which is not less than the Total
Outstandings.

     (b) Once reduced pursuant to this Section, no Commitment may be increased
(except pursuant to Section 2.07). Any reduction of the Commitments shall be
applied to reduce the Commitments of the Committed Lenders pro rata in
accordance with their respective Pro Rata Shares.

     2.07 Optional Increase in Total Commitment.

     (a) The Company may, no more than once a year, by written notice to the
Administrative Agent substantially in the form of Exhibit G-1, request the
Lenders to increase the Total Commitment, which notice shall be accompanied by
the resolutions of the board of directors of the Company approving such increase
certified by the Secretary or an Assistant Secretary of the Company; provided
that in no event shall the Total Commitment be increased by more than
US$100,000,000 in the aggregate (for all increases pursuant to this Section
2.07) without the written consent of all Lenders.

                                      -20-

<PAGE>

     (b) Any optional increase shall be permitted only if (i) the Company is in
compliance with Sections 13.02 and 13.03 before and after giving effect to such
increase; and (ii) no Event of Default or Unmatured Event of Default has
occurred and is continuing.

     (i) The Administrative Agent shall transmit any increase request to each
Committed Lender within one Business Day after its receipt thereof. Each
Committed Lender will have the option, in its sole discretion, to subscribe for
its Pro Rata Share of such requested increase. The Committed Lenders shall
respond in writing to the Company's request through the Administrative Agent
within 15 Business Days by submitting a letter in the form of Attachment I to
Exhibit G-1. Any Committed Lender not responding within 15 Business Days shall
be deemed to have declined to participate in the increase request. At the option
of the Company, any part of the increase not so subscribed may be assumed,
within 20 Business Days of the Committed Lenders' response, by one or more
existing Committed Lenders or assumed by other financial institutions designated
by the Company and acceptable to the UK Lender, the Canadian Lender, the EMU
Lender, the Swing Line Lender, the Issuing Bank and the Administrative Agent,
which consents shall not be unreasonably withheld, upon submission of a letter
in the form of Exhibit G-2, in the case of an existing Lender, or Exhibit G-3,
in the case of a new party to this Agreement.

                                   ARTICLE III

                               THE UK SUBFACILITY

     3.01 UK Commitment. Subject to the terms and conditions of this Agreement,
the UK Lender agrees to make loans (each a "UK Loan" and collectively the "UK
Loans") in British Pounds Sterling to each UK Borrower during the period from
the Closing Date to the Termination Date in a Dollar Equivalent amount at any
time outstanding not to exceed the UK Sublimit; provided that the Total
Outstandings shall not at any time exceed the Total Commitment. Subject to the
terms and conditions hereof, each UK Borrower may borrow under this Section
3.01, prepay under Section 3.05 and reborrow under this Section 3.01 from time
to time.

     3.02 Procedure for UK Borrowings.

     (a) Each UK Loan shall be made upon irrevocable written notice from the
applicable UK Borrower to the UK Lender and the Administrative Agent, which
notice must be received not later than 11:00 A.M. (London, England time) at
least two Business Days prior to the requested Borrowing Date (or such later
time as the UK Lender may approve in its sole discretion). Each such notice
shall specify (i) the amount of such UK Loan, which shall be (pound)1,500,000 or
higher integral multiple of (pound)500,000; (ii) the requested Borrowing Date,
which shall be a Business Day; and (iii) the duration of the initial Interest
Period for such Loan.

     (b) Unless the UK Lender has received (i) written notice from the
Administrative Agent prior to 9:00 A.M. (London, England time) on the proposed
Borrowing Date of any UK Loan directing the UK Lender not to make such UK Loan
because such UK Loan is not permitted under Section 3.01 or (ii) written notice
of the type and by the time described in

                                      -21-

<PAGE>

subsection 9.10(b) from any Committed Lender, the UK Lender may make any
requested UK Loan on the proposed Borrowing Date.

     3.03 Continuation Elections for UK Loans. Any UK Borrower may elect to
continue any of its outstanding UK Loans for a new Interest Period by giving
irrevocable written notice to the Administrative Agent and the UK Lender not
later than 11:00 A.M. (London, England time) at least two Business Days prior to
the first day of such new Interest Period. Each such notice shall specify the
duration of such new Interest Period (or, if such UK Loan is to be divided into
two or more UK Loans which have different Interest Periods, each such new
Interest Period, provided that each such Loan shall be in the principal amount
of (pound)1,500,000 or a higher integral multiple of (pound)500,000). If upon
the expiration of any Interest Period for a UK Loan, any UK Borrower has failed
to timely select a new Interest Period for such UK Loan (and has not given a
timely notice of prepayment of such UK Loan), such UK Borrower shall be deemed
to have elected to continue such UK Loan for a one-month Interest Period.

     3.04 Interest on UK Loans. Each UK Borrower shall pay interest on the
unpaid principal amount of each UK Loan made to such UK Borrower, from the date
such UK Loan is made to the date such UK Loan is paid in full, at a rate per
annum equal to the Eurocurrency Rate for each applicable Interest Period plus
the applicable Mandatory Cost on the first day of such Interest Period plus the
Fronting Margin.

     3.05 Prepayments of UK Loans.

     (a) If on any date the aggregate Dollar Equivalent principal amount of all
UK Loans exceeds the UK Sublimit, one or more of the UK Borrowers shall promptly
make a prepayment of UK Loans (in accordance with the procedures set forth in
subsection (b) below) in an aggregate amount equal to or greater than such
excess.

     (b) Any UK Borrower may from time to time prepay UK Loans in whole or in
part, in an amount equal to (pound)1,500,000 or a higher integral multiple of
(pound)500,000. Any UK Borrower will deliver a notice of prepayment to be
received by the UK Lender not later than 10:00 A.M. (London, England time) two
Business Days in advance of the prepayment date, specifying the Loans to be
prepaid and the date and amount of such prepayment. Any prepayment of a UK Loan
shall include accrued interest on the principal amount prepaid and, unless made
on the last day of an Interest Period therefor, shall be subject to the
provisions of Section 10.04.

     3.06 Participations in UK Loans.

     (a) Each Committed Lender agrees that it shall at all times have a
participation in, and acknowledges that it is irrevocably and unconditionally
obligated, upon receipt of notice that the Administrative Agent has received a
UK Participation Funding Notice, to fund (or to cause an Affiliate to fund) its
participation in, each outstanding UK Loan in an amount equal to its Pro Rata
Share of the amount of such UK Loan.

     (b) The Administrative Agent shall promptly notify each Committed Lender of
its receipt of a UK Participation Funding Notice. Promptly (and in any event
within three Business Days) upon receipt of such Notice, each Committed Lender
shall (or shall cause an Affiliate to) make available to the Administrative
Agent for the account of the UK Lender an amount in

                                      -22-

<PAGE>

British Pounds Sterling and in Same Day Funds equal to its Pro Rata Share of all
outstanding UK Loans (it being understood that no Committed Lender which is an
Affiliate of the UK Lender shall be obligated to make any amount available to
the UK Lender unless otherwise required by the UK Lender). If any Committed
Lender so notified fails to make available to the Administrative Agent for the
account of the UK Lender the full amount of such Committed Lender's
participations in all UK Loans by the date which is three Business Days after
its receipt of such notice from the Administrative Agent, then interest shall
accrue on such Committed Lender's obligations to fund such participations, from
such date to the date such Committed Lender pays such obligations in full, at a
rate per annum equal to the Foreign Overnight Rate in effect from time to time
during such period.

     (c) From and after the date on which the UK Lender has delivered to the
Administrative Agent a UK Participation Funding Notice, all funds received by
the UK Lender in payment of the UK Loans, interest accrued thereon after the
third Business Day following delivery of such notice and other amounts payable
in respect thereof shall be delivered by the UK Lender to the Administrative
Agent, in the same funds as those received by the UK Lender, to be distributed
to all Committed Lenders in accordance with their Pro Rata Shares (i.e., giving
effect to the funding of participations pursuant to this Section 3.06), except
that the Pro Rata Share of such funds of any Committed Lender that has not
funded its participations as provided herein (and of any Committed Lender which
is an Affiliate of the UK Lender) shall be retained by the UK Lender.

     (d) If the Administrative Agent or the UK Lender is required at any time to
return to any UK Borrower, or to a trustee, receiver, liquidator or custodian,
or any official in any bankruptcy or insolvency proceeding, any portion of any
payment made by any UK Borrower to the Administrative Agent or the UK Lender in
respect of any UK Loan or any interest or fee thereon, each Committed Lender
shall, on demand of the Administrative Agent, forthwith return to the
Administrative Agent for the account of the UK Lender the amount of its Pro Rata
Share of the amount so returned by the Administrative Agent or the UK Lender
plus interest thereon from the date such demand is made to the date such amount
is returned by such Committed Lender to the Administrative Agent, at a rate per
annum equal to the Foreign Overnight Rate from time to time in effect.

     (e) The Required Lenders, the UK Lender and the Administrative Agent may
agree on any other reasonable method (such as making assignments of UK Loans)
for sharing the risks of UK Loans ratably among all Committed Lenders according
to their Pro Rata Shares so long as such method does not materially disadvantage
any Committed Lender.

                                   ARTICLE IV

                            THE CANADIAN SUBFACILITY

     4.01 Canadian Commitment. Subject to the terms and conditions of this
Agreement, the Canadian Lender agrees to make loans (each a "Canadian Loan" and
collectively the "Canadian Loans") in Canadian Dollars to each Canadian Borrower
during the period from the Closing Date to the Termination Date in a Dollar
Equivalent amount at any time outstanding not to exceed the Canadian Sublimit;
provided that the Total Outstandings shall not at any time

                                      -23-

<PAGE>

exceed the Total Commitment. Subject to the terms and conditions hereof, each
Canadian Borrower may borrow under this Section 4.01, prepay under Section 4.05
and reborrow under this Section 4.01 from time to time.

     4.02 Procedure for Canadian Borrowings.

     (a) Each Canadian Loan shall be made upon irrevocable written notice from
the applicable Canadian Borrower to the Canadian Lender and the Administrative
Agent, which notice must be received not later than (i) 10:00 A.M. (Toronto
time) at least two Business Days prior to the proposed date of such Loan, in the
case of a Eurocurrency Loan; and (ii) 10:00 A.M. (Toronto time) on the proposed
date of such Loan, in the case of a Prime Rate Loan (or, in each case, such
later time as the Canadian Lender may approve in its sole discretion). Each such
notice shall specify (i) the amount of such Canadian Loan, which shall be
CAN$1,000,000 or higher integral multiple of CAN$100,000; (ii) the requested
Borrowing Date, which shall be a Business Day; (iii) the Type of Canadian Loan
requested; and (iv) in the case of a Eurocurrency Loan, the duration of the
initial Interest Period for such Loan.

     (b) Unless the Canadian Lender has received (i) written notice from the
Administrative Agent prior to 9:00 A.M. (Toronto time) on the proposed Borrowing
Date of any Canadian Loan directing the Canadian Lender not to make such
Canadian Loan because such Canadian Loan is not permitted under Section 4.01 or
(ii) written notice of the type and by the time described in subsection 9.10(b)
from any Committed Lender, the Canadian Lender may make any requested Canadian
Loan on the proposed Borrowing Date.

     (c) After giving effect to any Canadian Loan, there may not be more than
eight different Interest Periods for all Canadian Loans.

     4.03 Conversion and Continuation Elections for Canadian Loans. (a) Any
Canadian Borrower may, upon irrevocable written notice to the Canadian Lender,
in accordance with subsection 4.03(b):

          (i) elect, as of any Business Day, in the case of a Prime Rate Loan,
     or as of the last day of the applicable Interest Period, in the case of a
     Eurocurrency Loan to such Canadian Borrower, to convert any Canadian Loan
     (or any part thereof in an amount not less than CAN$1,000,000 and an
     integral multiple of CAN$100,000) into a Canadian Loan of the other Type;
     or

          (ii) elect, as of the last day of the applicable Interest Period, to
     continue any Eurocurrency Loan to such Canadian Borrower having an Interest
     Period expiring on such day (or any part thereof in an amount not less than
     CAN$1,000,000 and an integral multiple of CAN$100,000) as a Canadian Loan
     of the same Type with a new Interest Period;

provided that if at any time the aggregate amount of any Canadian Loan which is
a Eurocurrency Loan is reduced, by payment, prepayment or conversion of part
thereof, to be less than the CAN$1,000,000, such Eurocurrency Loan shall
automatically convert into a Prime Rate Loan.

                                      -24-

<PAGE>

     (b) The applicable Canadian Borrower shall deliver a Notice of
Conversion/Continuation to be received by the Canadian Lender not later than (i)
10:00 A.M. (Toronto time) two Business Days prior to the Conversion/Continuation
Date, if a Canadian Loan is to be converted from a Prime Rate Loan into a
Eurocurrency Loan; and (ii) 10:00 A.M. (Toronto time) on the
Conversion/Continuation Date, if a Canadian Loan is to be converted from a
Eurocurrency Loan into a Prime Rate Loan. Each such notice shall specify:

          (A) the proposed Conversion/Continuation Date;

          (B) the amount of the Canadian Loan to be converted or continued;

          (C) the Type of Canadian Loan resulting from the proposed conversion
     or continuation; and

          (D) other than in the case of conversion into a Prime Rate Loan, the
     duration of the requested Interest Period.

     (c) If upon the expiration of any Interest Period applicable to a
Eurocurrency Loan to a Canadian Borrower, such Canadian Borrower has failed to
timely select a new Interest Period to be applicable to such Eurocurrency Loan,
such Canadian Borrower shall be deemed to have elected to convert such
Eurocurrency Loan into a Prime Rate Loan effective as of the expiration date of
such Interest Period. After giving effect to any conversion or continuation of a
Canadian Loan, there may not be more than eight different Interest Periods for
all Canadian Loans.

     4.04 Interest on Canadian Loans. Each Canadian Borrower shall pay interest
on the unpaid principal amount of each Canadian Loan made to such Canadian
Borrower, from the date such Canadian Loan is made to the date such Canadian
Loan is paid in full, as follows:

     (a)  so long as such Canadian Loan is a Prime Rate Loan, at a rate per
          annum equal to the Prime Rate plus the Applicable Margin for US Base
          Rate Loans and Prime Rate Loans; and

     (b)  so long as such Canadian Loan is a Eurocurrency Loan, at a rate per
          annum equal to the Eurocurrency Rate for each applicable Interest
          Period plus the Applicable Margin for Eurocurrency Loans;

provided that, upon the request of the Canadian Lender at any time (and for so
long as) an Event of Default exists, the interest rate applicable to each
Canadian Loan shall be increased by 2%.

     4.05 Prepayments of Canadian Loans.

     (a) If on any date the aggregate Dollar Equivalent principal amount of all
Canadian Loans exceeds the Canadian Sublimit, one or more of the Canadian
Borrowers shall promptly make a prepayment of Canadian Loans (in accordance with
the procedures set forth in subsection (b) below) in an aggregate amount equal
to or greater than such excess.

     (b) Any Canadian Borrower may from time to time prepay Canadian Loans in
whole or in part, in an amount equal to CAN$1,000,000.

                                      -25-

<PAGE>

or a higher integral multiple of CAN$100,000. Any such Canadian Borrower shall
deliver a notice of prepayment to be received by the Canadian Lender not later
than 10:00 A.M. (Toronto time) (a) in the case of a Eurocurrency Loan to such
Canadian Borrower, two Business Days in advance of the prepayment date, and (b)
in the case of a Prime Rate Loan, on the prepayment date. Each such notice shall
specify the Loan to be prepaid and the date and amount of such prepayment. Any
prepayment of a Eurocurrency Loan shall include accrued interest on the
principal amount prepaid and, unless made on the last day of an Interest Period
therefor, shall be subject to the provisions of Section 10.04.

     4.06 Participations in Canadian Loans.

     (a) Each Committed Lender agrees that it shall at all times have a
participation in, and acknowledges that it is irrevocably and unconditionally
obligated, upon receipt of notice that the Administrative Agent has received a
Canadian Participation Funding Notice, to fund (or to cause an Affiliate to
fund) its participation in, each outstanding Canadian Loan in an amount equal to
its Pro Rata Share of the amount of such Canadian Loan.

     (b) The Administrative Agent shall promptly notify each Committed Lender of
its receipt of a Canadian Participation Funding Notice. Promptly (and in any
event within three Business Days) upon receipt of such Notice, each Committed
Lender shall (or shall cause an Affiliate to) make available to the
Administrative Agent for the account of the Canadian Lender an amount in
Canadian Dollars and in Same Day Funds equal to its Pro Rata Share of all
outstanding Canadian Loans (it being understood that no Committed Lender which
is an Affiliate of the Canadian Lender shall be obligated to make any amount
available to the Canadian Lender unless otherwise required by the Canadian
Lender). If any Committed Lender so notified fails to make available to the
Administrative Agent for the account of the Canadian Lender the full amount of
such Committed Lender's participations in all Canadian Loans by the date which
is three Business Days after its receipt of such notice from the Administrative
Agent, then interest shall accrue on such Committed Lender's obligations to fund
such participations, from such date to the date such Committed Lender pays such
obligations in full, at a rate per annum equal to the Foreign Overnight Rate in
effect from time to time during such period.

     (c) From and after the date on which the Canadian Lender has delivered to
the Administrative Agent a Canadian Participation Funding Notice, all funds
received by the Canadian Lender in payment of the Canadian Loans, interest
accrued thereon after the third Business Day following delivery of such notice
and other amounts payable in respect thereof shall be delivered by the Canadian
Lender to the Administrative Agent, in the same funds as those received by the
Canadian Lender, to be distributed to all Committed Lenders in accordance with
their Pro Rata Shares (i.e., giving effect to the funding of participations
pursuant to this Section 4.06), except that the Pro Rata Share of such funds of
any Committed Lender that has not funded its participations as provided herein
(and of any Committed Lender which is an Affiliate of the Canadian Lender) shall
be retained by the Canadian Lender.

     (d) If the Administrative Agent or the Canadian Lender is required at any
time to return to any Canadian Borrower, or to a trustee, receiver, liquidator
or custodian, or any official in any bankruptcy or insolvency proceeding, any
portion of any payment made by any Canadian Borrower to the Administrative Agent
or the Canadian Lender in respect of any Canadian Loan

                                      -26-

<PAGE>

or any interest or fee thereon, each Committed Lender shall, on demand of the
Administrative Agent, forthwith return to the Administrative Agent for the
account of the Canadian Lender the amount of its Pro Rata Share of the amount so
returned by the Administrative Agent or the Canadian Lender plus interest
thereon from the date such demand is made to the date such amount is returned by
such Committed Lender to the Administrative Agent, at a rate per annum equal to
the Foreign Overnight Rate from time to time in effect.

     (e) The Required Lenders, the Canadian Lender and the Administrative Agent
may agree on any other reasonable method (such as making assignments of Canadian
Loans) for sharing the risks of Canadian Loans ratably among all Committed
Lenders according to their Pro Rata Shares so long as such method does not
materially disadvantage any Committed Lender.

     4.07 Maximum Rate of Return. Notwithstanding any provision to the contrary
contained in this Agreement, in no event shall the aggregate "interest" (as
defined in Section 347 of the Criminal Code, Revised Statutes of Canada, 1985,
C. 46 as the same may be amended, replaced or re-enacted from time to time)
payable under this Agreement in respect of Canadian Loans exceed the effective
annual rate of interest on the "credit advanced" (as defined in such Section
347) under this Agreement in respect of such Loans lawfully permitted under such
Section 347 and, if any payment, collection or demand pursuant to this Agreement
in respect of "interest" (as defined in such Section 347) is determined to be
contrary to the provisions of such Section, such payment, collection or demand
shall be deemed to have been made by mutual mistake of the applicable Canadian
Borrower and the Canadian Lender and the amount of such payment or collection
shall be refunded to the applicable Canadian Borrower; for purposes of this
Agreement, the effective annual rate of interest shall be determined in
accordance with generally accepted actuarial practices and principles over the
term of the applicable credit advanced on the basis of annual compounding of the
lawfully permitted rate of interest and, in the event of dispute, a certificate
of a Fellow of the Canadian Institute of Actuaries appointed by the Canadian
Lender will be conclusive for the purposes of such determination.

                                    ARTICLE V

                               THE EMU SUBFACILITY

     5.01 EMU Commitment. Subject to the terms and conditions of this Agreement,
the EMU Lender agrees to make loans (each an "EMU Loan" and collectively the
"EMU Loans") in any Available Currency to each EMU Borrower during the period
from the Closing Date to the Termination Date in a Dollar Equivalent amount at
any time outstanding not to exceed (i) in the case of EMU Borrowers organized
under the laws of Germany, the EMU German Sublimit and (ii) in the case of EMU
Borrowers organized under the laws of Luxembourg, the EMU Lux Sublimit; provided
that the Total Outstandings shall not at any time exceed the Total Commitment.
Subject to the terms and conditions hereof, each EMU Borrower may borrow under
this Section 5.01, prepay under Section 5.05 and reborrow under this Section
5.01 from time to time.

                                      -27-

<PAGE>

     5.02 Procedure for EMU Borrowings.

     (a) Each EMU Loan shall be made upon irrevocable written notice from the
applicable EMU Borrower to the EMU Lender and the Administrative Agent, which
notice must be received not later than 11:00 A.M. (Frankfurt time) at least four
Business Days prior to the requested Borrowing Date (or such later time as the
EMU Lender may approve in its sole discretion). Each such notice shall specify
(i) the Available Currency of such Loan, (ii) the amount of such EMU Loan, which
shall be the Dollar Equivalent principal amount of US$5,000,000 or a higher
integral multiple of 1,000,000 units of the applicable Available Currency; (ii)
the requested Borrowing Date, which shall be a Business Day; and (iii) the
duration of the initial Interest Period for such Loan.

     (b) Unless the EMU Lender has received (i) written notice from the
Administrative Agent prior to 9:00 A.M. (Frankfurt time) on the proposed
Borrowing Date of any EMU Loan directing the EMU Lender not to make such EMU
Loan because such EMU Loan is not permitted under Section 5.01 or (ii) written
notice of the type and by the time described in subsection 9.10(b) from any
Committed Lender, the EMU Lender may make any requested EMU Loan on the proposed
Borrowing Date.

     (c) After giving effect to any EMU Loan, there may not be more than nine
different Interest Periods for all EMU Loans.

     5.03 Continuation Elections for EMU Loans. Any EMU Borrower may elect to
continue any of its outstanding EMU Loans for a new Interest Period in the same
Applicable Currency by giving irrevocable written notice to the Administrative
Agent and the EMU Lender not later than 11:00 A.M. (Frankfurt time) at least
three Business Days prior to the first day of such new Interest Period. Each
such notice shall specify the duration of such new Interest Period (or, if such
EMU Loan is to be divided into two or more EMU Loans which have different
Interest Periods, each such new Interest Period, provided that each such Loan
shall be the Dollar Equivalent principal amount of US$5,000,000 or a higher
integral multiple of 1,000,000 units of the applicable Available Currency). If
upon the expiration of any Interest Period for an EMU Loan, any EMU Borrower has
failed to timely select a new Interest Period for such EMU Loan (and has not
given a timely notice of prepayment of such EMU Loan), such EMU Borrower shall
be deemed to have elected to continue such EMU Loan for a one-month Interest
Period. After giving effect to any continuation of an EMU Loan, there may not be
more than nine different Interest Periods for all EMU Loans.

     5.04 Interest on EMU Loans. Each EMU Borrower shall pay interest on the
unpaid principal amount of each EMU Loan made to such EMU Borrower, from the
date such EMU Loan is made to the date such EMU Loan is paid in full, at a rate
per annum equal to the Eurocurrency Rate for each applicable Interest Period
plus the applicable Mandatory Cost on the first day of such Interest Period plus
the Fronting Margin.

     5.05 Prepayments of EMU Loans.

     (a) If on any date the aggregate outstanding Dollar Equivalent principal
amount of all EMU Loans made to EMU Borrowers organized under the laws of
Germany exceeds the EMU

                                      -28-

<PAGE>

German Sublimit, one or more of such EMU Borrowers shall promptly make a
prepayment of EMU Loans (in accordance with the procedures set forth in
subsection (c) below) in an aggregate amount equal to or greater than such
excess.

     (b) If on any date the aggregate outstanding Dollar Equivalent principal
amount of all EMU Loans made to EMU Borrowers organized under the laws of
Luxembourg exceeds the EMU Lux Sublimit, one or more of such EMU Borrowers shall
promptly make a prepayment of EMU Loans (in accordance with the procedures set
forth in subsection (c) below) in an aggregate amount equal to or greater than
such excess.

     (c) Any EMU Borrower may from time to time prepay EMU Loans in whole or in
part, in a principal amount equal to the Dollar Equivalent principal amount of
US$5,000,000 or a higher integral multiple of 1,000,000 units of the applicable
Available Currency. Any such EMU Borrower prepaying EMU Loans will deliver a
notice of prepayment to be received by the EMU Lender not later than 11:00 A.M.
(Frankfurt time) four Business Days in advance of the prepayment date,
specifying the Loans to be prepaid and the date and amount of such prepayment.
Any prepayment of an EMU Loan shall include accrued interest on the principal
amount prepaid and, unless made on the last day of an Interest Period therefor,
shall be subject to the provisions of Section 10.04.

     5.06 Participations in EMU Loans.

     (a) Each Committed Lender agrees that it shall at all times have a
participation in, and acknowledges that it is irrevocably and unconditionally
obligated, upon receipt of notice that the Administrative Agent has received an
EMU Participation Funding Notice, to fund (or to cause an Affiliate to fund) its
participation in, each outstanding EMU Loan in an amount equal to its Pro Rata
Share of the amount of such EMU Loan.

     (b) The Administrative Agent shall promptly notify each Committed Lender of
its receipt of an EMU Participation Funding Notice. Promptly (and in any event
within four Business Days) upon receipt of such Notice, each Committed Lender
shall (or shall cause an Affiliate to) make available to the Administrative
Agent for the account of the EMU Lender an amount in the Applicable Currency and
in Same Day Funds equal to its Pro Rata Share of all outstanding EMU Loans (it
being understood that no Committed Lender which is an Affiliate of the EMU
Lender shall be obligated to make any amount available to the EMU Lender unless
otherwise required by the EMU Lender). If any Committed Lender so notified fails
to make available to the Administrative Agent for the account of the EMU Lender
the full amount of such Committed Lender's participations in all EMU Loans by
the date which is four Business Days after its receipt of such notice from the
Administrative Agent, then interest shall accrue on such Committed Lender's
obligations to fund such participations, from such date to the date such
Committed Lender pays such obligations in full, at a rate per annum equal to the
Foreign Overnight Rate in effect from time to time during such period.

     (c) From and after the date on which the EMU Lender has delivered to the
Administrative Agent an EMU Participation Funding Notice, all funds received by
the EMU Lender in payment of the EMU Loans, interest accrued thereon after the
third Business Day following delivery of such notice and other amounts payable
in respect thereof shall be delivered

                                      -29-

<PAGE>

by the EMU Lender to the Administrative Agent, in the same funds as those
received by the EMU Lender, to be distributed to all Committed Lenders in
accordance with their Pro Rata Shares (i.e., giving effect to the funding of
participations pursuant to this Section 5.06), except that the Pro Rata Share of
such funds of any Committed Lender that has not funded its participations as
provided herein (and of any Committed Lender which is an Affiliate of the EMU
Lender) shall be retained by the EMU Lender.

     (d) If the Administrative Agent or the EMU Lender is required at any time
to return to any EMU Borrower, or to a trustee, receiver, liquidator or
custodian, or any official in any bankruptcy or insolvency proceeding, any
portion of any payment made by any EMU Borrower to the Administrative Agent or
the EMU Lender in respect of any EMU Loan or any interest or fee thereon, each
Committed Lender shall, on demand of the Administrative Agent, forthwith return
to the Administrative Agent for the account of the EMU Lender the amount of its
Pro Rata Share of the amount so returned by the Administrative Agent or the EMU
Lender plus interest thereon from the date such demand is made to the date such
amount is returned by such Committed Lender to the Administrative Agent, at a
rate per annum equal to the Foreign Overnight Rate from time to time in effect.

     (e) The Required Lenders, the EMU Lender and the Administrative Agent may
agree on any other reasonable method (such as making assignments of EMU Loans)
for sharing the risks of EMU Loans ratably among all Committed Lenders according
to their Pro Rata Shares so long as such method does not materially disadvantage
any Committed Lender.

                                   ARTICLE VI

                           THE SWING LINE SUBFACILITY

     6.01 Swing Line Commitment. Subject to the terms and conditions of this
Agreement, the Swing Line Lender agrees to make Loans to the Company (each a
"Swing Line Loan" and collectively the "Swing Line Loans") in US Dollars from
time to time on any Business Day during the period from the Closing Date to the
Termination Date in an aggregate principal amount at any time outstanding not to
exceed US$50,000,000; provided that the Total Outstandings shall not at any time
exceed the Total Commitment. Subject to the terms and conditions hereof, the
Company may borrow under this Section 6.01, prepay under Section 6.04 and
reborrow under this Section 6.01 from time to time.

     6.02 Procedure for Swing Line Borrowings.

     (a) Each Swing Line Loan shall be made upon irrevocable written notice from
the Company to the Swing Line Lender and the Administrative Agent, which notice
must be received not later than 12:00 noon (Minneapolis time) on the requested
Borrowing Date (or such later time as the Swing Line Lender may approve in its
sole discretion). Each such notice shall specify (i) the amount of such Swing
Line Loan, which shall be an integral multiple of US$100,000 and (ii) the
requested Borrowing Date, which shall be a Business Day.

     (b) Unless the Swing Line Lender has received (i) written notice from the
Administrative Agent prior to 8:00 A.M. (Minneapolis time) on the proposed
Borrowing Date of

                                      -30-

<PAGE>

any Swing Line Loan directing the Swing Line Lender not to make such Swing Line
Loan because such Swing Line Loan is not permitted under Section 6.01 or (ii)
written notice of the type and by the time described in subsection 9.10(b) from
any Committed Lender, the Swing Line Lender may make any requested Swing Line
Loan on the proposed Borrowing Date.

     6.03 Interest on Swing Line Loans. The Company shall pay interest on the
unpaid principal amount of each Swing Line Loan, from the date such Swing Line
Loan is made to the date such Swing Line Loan is paid in full, at a rate per
annum equal to the Swing Line Rate from time to time in effect plus the
Applicable Margin for Eurocurrency Loans; provided that (a) at any time that the
Committed Lenders have funded their participations in Swing Line Loans, the
interest rate applicable to Swing Line Loans shall not be less than the US Base
Rate; and (b) upon the request of the Swing Line Lender (or, if the Committed
Lenders have funded their participations in Swing Line Loans) at any time (and
for so long as) an Event of Default exists, the interest rate applicable to each
Swing Line Loan shall be increased by 2%.

     6.04 Prepayments of Swing Line Loans. The Company may from time to time
prepay Swing Line Loans in whole or in part, in a principal amount equal to
US$100,000 or a higher integral multiple of US$100,000. The Company will deliver
a notice of prepayment to be received by the Swing Line Lender and the
Administrative Agent not later than noon (Minneapolis time) on the Business Days
of such prepayment, specifying the Swing Line Loans to be prepaid and the date
and amount of such prepayment.

     6.05 Participations in Swing Line Loans. Each Committed Lender agrees that
it shall at all times have a participation in, and acknowledges that it is
irrevocably and unconditionally obligated, as more fully set forth in Section
6.07, to fund its participation in, each outstanding Swing Line Loan in an
amount equal to its Pro Rata Share of the amount of such Swing Line Loan.

     6.06 Refunding of Swing Line Loans. The Swing Line Lender may, at any time
in its sole and absolute discretion, on behalf of the Company (which hereby
irrevocably directs the Swing Line Lender to act on its behalf), request each
Committed Lender through the Administrative Agent to make a Committed Loan in an
amount equal to such Committed Lender's Pro Rata Share of the principal amount
of all Swing Line Loans outstanding on the date such notice is given. Unless any
of the events described in subsection 14.01(f) or 14.01(g) shall have occurred
and be continuing (in which event the procedures of Section 6.07 shall apply),
and regardless of whether the conditions precedent set forth in this Agreement
to the making of a Committed Loan are then satisfied or the aggregate amount of
Swing Line Loans is not in the minimum or integral amount otherwise required
hereunder, each Committed Lender shall make the proceeds of its Committed Loan
available to the Administrative Agent for the account of the Swing Line Lender
at its Payment Office, as directed by the Swing Line Lender, prior to noon
(Minneapolis time) in Same Day Funds on the Business Day next succeeding the
date such notice is given. The proceeds of such Committed Loans shall be
immediately applied to repay the outstanding Swing Line Loans. All Committed
Loans made pursuant to this Section 6.06 shall be US Base Rate Loans (but,
subject to the other provisions of this Agreement, may be converted to US Dollar
Eurocurrency Loans).

                                      -31-

<PAGE>

     6.07 Funding Participations in Swing Line Loans.

     (a) If an event described in subsection 14.01(f) or (g) exists (or for any
reason the Committed Lenders may not make Committed Loans pursuant to Article
II), each Committed Lender will, upon notice from the Administrative Agent,
purchase from the Swing Line Lender (and the Swing Line Lender will sell to each
Committed Lender) an undivided participation interest in all outstanding Swing
Line Loans in an amount equal to its Pro Rata Share of the outstanding principal
amount of the Swing Line Loans (and each Committed Lender will immediately
transfer to the Administrative Agent, for the account of the Swing Line Lender,
in immediately available funds, the amount of its participation).

     (b) If the Administrative Agent or the Swing Line Lender is required at any
time to return to the Company, or to a trustee, receiver, liquidator or
custodian, or any official in any bankruptcy or insolvency proceeding, any
portion of any payment made by the Company to the Administrative Agent or the
Swing Line Lender in respect of any Swing Line Loan or any interest or fee
thereon, each Committed Lender shall, on demand of the Administrative Agent,
forthwith return to the Administrative Agent for the account of the Swing Line
Lender the amount of its Pro Rata Share of the amount so returned by the
Administrative Agent or the Swing Line Lender plus interest thereon from the
date such demand is made to the date such amount is returned by such Committed
Lender to the Administrative Agent, at a rate per annum equal to the Federal
Funds Rate from time to time in effect.

                                   ARTICLE VII

                        THE LETTER OF CREDIT SUBFACILITY

     7.01 Letters of Credit.

     (a) On the terms and conditions set forth herein, (i) the Issuing Bank
agrees, (A) from time to time on any Business Day during the period from the
Closing Date to the Termination Date to issue Letters of Credit for the account
of the Company, and to amend or renew Letters of Credit previously issued by it,
in accordance with Section 7.02, and (B) to honor properly drawn drafts under
Letters of Credit; and (ii) each Committed Lender severally agrees to
participate in Letters of Credit Issued for the account of the Company; provided
that the Issuing Bank shall not be obligated to Issue, and no Committed Lender
shall be obligated to participate in, any Letter of Credit if as of the date of
Issuance of such Letter of Credit (the "Issuance Date"):

          (i) the Total Outstandings would exceed the Total Commitment; or

          (ii) all L/C Obligations would exceed $100,000,000.

Within the foregoing limits, and subject to the other terms and conditions
hereof, the Company's ability to obtain Letters of Credit shall be fully
revolving, and, accordingly, the Company may, during the foregoing period,
obtain Letters of Credit to replace Letters of Credit which have expired or
which have been drawn upon and reimbursed. By their execution of this Agreement,
the parties hereto agree that on the Closing Date (without any further action by
any Person), each Existing Letter of Credit shall be deemed to have been issued
under this Agreement and the rights and obligations of the issuer and account
party thereunder shall be subject to the terms

                                      -32-

<PAGE>

hereof. The Administrative Agent will determine the Dollar Equivalent amount of
the L/C Obligations with respect to any Letter of Credit when issued, when drawn
upon and as of the first Business Day of each month.

     (b) The Issuing Bank shall be under no obligation to Issue any Letter of
Credit if:

          (i) any order, judgment or decree of any Governmental Authority or
     arbitrator shall by its terms purport to enjoin or restrain the Issuing
     Bank from Issuing such Letter of Credit, or any Requirement of Law
     applicable to the Issuing Bank or any request or directive (whether or not
     having the force of law) from any Governmental Authority with jurisdiction
     over the Issuing Bank shall prohibit, or request that the Issuing Bank
     refrain from, the Issuance of letters of credit generally or such Letter of
     Credit in particular or shall impose upon the Issuing Bank with respect to
     such Letter of Credit any restriction, reserve or capital requirement (for
     which the Issuing Bank is not otherwise compensated hereunder) not in
     effect on the Closing Date, or shall impose upon the Issuing Bank any
     unreimbursed loss, cost or expense which was not applicable on the Closing
     Date and which the Issuing Bank in good faith deems material to it;

          (ii) the Issuing Bank has received written notice from any Committed
     Lender, the Administrative Agent or any Borrower, on or prior to the
     Business Day prior to the requested date of Issuance of such Letter of
     Credit, that one or more of the applicable conditions contained in Article
     XI is not then satisfied;

          (iii) the expiry date of any requested Letter of Credit is (A) more
     than 366 days after the date of such Issuance, unless the Required Lenders
     have approved such expiry date in writing, or (B) after the scheduled
     Termination Date, unless all Committed Lenders have approved such expiry
     date in writing;

          (iv) any requested Letter of Credit does not provide for drafts, or is
     not otherwise in form and substance acceptable to the Issuing Bank, or the
     Issuance of a Letter of Credit shall violate any applicable policies of the
     Issuing Bank; or

          (v) such Letter of Credit is denominated in a currency other than US
     Dollars or an Available Currency.

     7.02 Issuance, Amendment and Renewal of Letters of Credit.

     (a) Each Letter of Credit shall be Issued upon the irrevocable written
request of the Company received by the Issuing Bank (with a copy sent by the
Company to the Administrative Agent) at least three Business Days (or such
shorter time as the Issuing Bank may agree in a particular instance in its sole
discretion) prior to the proposed date of Issuance. Each such request for
Issuance of a Letter of Credit shall be by facsimile, confirmed immediately in
an original writing, in the form of an L/C Application, and shall specify in
form and detail reasonably satisfactory to the Issuing Bank: (i) the proposed
date of Issuance of the Letter of Credit (which shall be a Business Day); (ii)
the face amount of the Letter of Credit; (iii) the expiry date of the Letter of
Credit; (iv) the name and address of the beneficiary thereof; (v) the documents
to be presented by the beneficiary of the Letter of Credit in case of any
drawing

                                      -33-

<PAGE>

thereunder; (vi) the full text of any certificate to be presented by the
beneficiary in case of any drawing thereunder; and (vii) such other matters as
the Issuing Bank may require.

     (b) At least two Business Days prior to the Issuance of any Letter of
Credit, the Issuing Bank will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has received a copy of
the L/C Application or L/C Amendment Application from the Company and, if not,
the Issuing Bank will provide the Administrative Agent with a copy thereof.
Unless the Issuing Bank has received, on or before the Business Day immediately
preceding the date the Issuing Bank is to issue a requested Letter of Credit,
(A) notice from the Administrative Agent directing the Issuing Bank not to issue
such Letter of Credit because such issuance is not then permitted hereunder or
(B) a notice described in Section 9.10(b), then, subject to the terms and
conditions of this Agreement, the Issuing Bank shall, on the requested date,
issue a Letter of Credit for the account of the Company in accordance with the
Issuing Bank's usual and customary business practices.

     (c) From time to time while a Letter of Credit is outstanding and prior to
the Termination Date, the Issuing Bank will, upon the written request of the
Company received by the Issuing Bank (with a copy sent by the applicable
Borrower to the Administrative Agent) at least three Business Days (or such
shorter time as the Issuing Bank may agree in a particular instance in its sole
discretion) prior to the proposed date of amendment, amend any Letter of Credit
issued by it. Each such request for amendment of a Letter of Credit shall be
made by facsimile, confirmed immediately in an original writing, made in the
form of an L/C Amendment Application and shall specify in form and detail
reasonably satisfactory to the Issuing Bank: (i) the Letter of Credit to be
amended; (ii) the proposed date of amendment of the Letter of Credit (which
shall be a Business Day); (iii) the nature of the proposed amendment; and (iv)
such other matters as the Issuing Bank may reasonably require. The Issuing Bank
shall be under no obligation to amend any Letter of Credit if: (A) the Issuing
Bank would have no obligation at such time to issue such Letter of Credit in its
amended form under the terms of this Agreement; or (B) the beneficiary of such
Letter of Credit does not accept the proposed amendment to such Letter of
Credit. The Administrative Agent will promptly notify the Committed Lenders of
the receipt by it of any L/C Application or L/C Amendment Application.

     (d) The Issuing Bank and the Committed Lenders agree that, while a Letter
of Credit is outstanding and prior to the Termination Date, at the option of the
Company and upon the written request of the Company received by the Issuing Bank
(with a copy sent by the Company to the Administrative Agent) at least three
Business Days (or such shorter time as the Issuing Bank may agree in a
particular instance in its sole discretion) prior to the proposed date of
notification of renewal, the Issuing Bank shall be entitled to authorize the
renewal of any Letter of Credit issued by it. Each such request for renewal of a
Letter of Credit shall be made by facsimile, confirmed immediately in an
original writing, in the form of an L/C Amendment Application, and shall specify
in form and detail reasonably satisfactory to the Issuing Bank: (i) the Letter
of Credit to be renewed; (ii) the proposed date of notification of renewal of
the Letter of Credit (which shall be a Business Day); (iii) the revised expiry
date of the Letter of Credit; and (iv) such other matters as the Issuing Bank
may reasonably require. The Issuing Bank shall be under no obligation to renew
any Letter of Credit if: (A) the Issuing Bank would have no obligation at such
time to issue or amend such Letter of Credit in its renewed form under the terms
of this Agreement; or (B) the beneficiary of such Letter of Credit does not
accept the

                                      -34-

<PAGE>

proposed renewal of such Letter of Credit. If any outstanding Letter of Credit
shall provide that it shall be automatically renewed unless the beneficiary
thereof receives notice from the Issuing Bank that such Letter of Credit shall
not be renewed, and if at the time of renewal the Issuing Bank would be entitled
to authorize the automatic renewal of such Letter of Credit in accordance with
this Section 7.02 upon the request of the Company but the Issuing Bank shall not
have received any L/C Amendment Application from the Company with respect to
such renewal or other written direction by the Company with respect thereto, the
Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to
renew, and the Company, the Committed Lenders and the Administrative Agent
hereby authorize such renewal, and, accordingly, the Issuing Bank shall be
deemed to have received an L/C Amendment Application from the Company requesting
such renewal.

     (e) The Issuing Bank may, at its election (or as required by the
Administrative Agent at the direction of the Required Lenders), deliver any
notice of termination or other communication to any Letter of Credit beneficiary
or transferee, and take any other action as necessary or appropriate, at any
time and from time to time, in order to cause the expiry date of such Letter of
Credit to be a date not later than the scheduled Termination Date.

     (f) This Agreement shall control in the event of any conflict with any
L/C-Related Document (other than any Letter of Credit).

     (g) The Issuing Bank will deliver to the Administrative Agent, concurrently
or promptly following its delivery of a Letter of Credit, or an amendment to or
renewal of a Letter of Credit, to an advising bank or a beneficiary, a true and
complete copy of such Letter of Credit or such amendment or renewal.

     7.03 Participations, Drawings and Reimbursements.

     (a) Immediately upon the Issuance of each Letter of Credit, each Committed
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Issuing Bank a participation in such Letter of Credit and each
drawing thereunder in an amount equal to the product of (i) such Committed
Lender's Pro Rata Share times (ii) the maximum amount available to be drawn
under such Letter of Credit and the amount of such drawing, respectively.

     (b) In the event of any request for a drawing under a Letter of Credit by
the beneficiary or a transferee thereof, the Issuing Bank will promptly notify
the Company. The Company shall reimburse the Issuing Bank prior to 10:00 A.M.
(Chicago time), on each date that any amount is paid by the Issuing Bank under
any Letter of Credit (each such date, an "Honor Date"), in an amount equal to
the amount so paid by the Issuing Bank. If the Company fails to reimburse the
Issuing Bank for the full amount of any drawing under any Letter of Credit by
10:00 A.M. (Chicago time) on the Honor Date, the Issuing Bank will promptly
notify the Administrative Agent and the Administrative Agent will promptly
notify each Committed Lender thereof, and the Company shall be deemed to have
requested that US Base Rate Loans be made by the Committed Lenders to be
disbursed on the Honor Date under such Letter of Credit, subject to the amount
of the unutilized portion of the Commitments and subject to the conditions set
forth in subsections 11.02(b) and (c). Any notice given by the Issuing Bank or
the

                                      -35-

<PAGE>

Administrative Agent pursuant to this subsection 7.03(b) may be oral if
immediately confirmed in writing (including by facsimile); provided that the
lack of such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice.

     (c) Each Committed Lender shall upon any notice pursuant to subsection
7.03(b) make available to the Administrative Agent for the account of the
Issuing Bank an amount in US Dollars and in Same Day Funds equal to its Pro Rata
Share of the Dollar Equivalent amount of the applicable drawing (as determined
by the Administrative Agent), whereupon such Committed Lender shall be deemed to
have made a US Base Rate Loan to the Company in such amount. If any Committed
Lender so notified fails to make available to the Administrative Agent for the
account of the Issuing Bank the amount of such Committed Lender's Pro Rata Share
of the amount of the drawing by no later than noon (Chicago Time) on the Honor
Date, then interest shall accrue on such Committed Lender's obligation to make
such payment, from the Honor Date to the date such Committed Lender makes such
payment, at a rate per annum equal to the Federal Funds Rate in effect from time
to time during such period. The Administrative Agent will promptly give notice
of the occurrence of the Honor Date, but failure of the Administrative Agent to
give any such notice on the Honor Date or in sufficient time to enable any
Committed Lender to effect such payment on such date shall not relieve such
Committed Lender of its obligations under this subsection 7.03(c).

     (d) With respect to any unreimbursed drawing that is not converted into
Committed Loans in whole or in part, because of the Company's failure to satisfy
any of the conditions set forth in subsections 11.02(b) and (c) or for any other
reason, the Company shall be deemed to have incurred from the Issuing Bank an
L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due
and payable on demand (together with interest) and shall bear interest at a rate
per annum equal to the US Base Rate plus 2%, and each Committed Lender's payment
to the Issuing Bank pursuant to subsection 7.03(c) shall be deemed payment in
respect of its participation in such L/C Borrowing and shall constitute an L/C
Advance from such Committed Lender in satisfaction of its participation
obligation in respect of the applicable Letter of Credit.

     (e) Each Committed Lender's obligation in accordance with this Agreement to
make US Base Rate Loans or L/C Advances, as contemplated by this Section 7.03,
as a result of a drawing under a Letter of Credit, shall be absolute and
unconditional and without recourse to the Issuing Bank and shall not be affected
by any circumstance, including (i) any set-off, counterclaim, recoupment,
defense or other right which such Committed Lender may have against the Issuing
Bank, the Company or any other Person for any reason whatsoever; (ii) the
occurrence or continuance of an Event of Default, an Unmatured Event of Default
or a Material Adverse Effect; or (iii) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing; provided that
each Committed Lender's obligation to make US Base Rate Loans under this Section
7.03 is subject to the conditions set forth in subsections 11.02(b) and (c).

     7.04 Repayment of Participations.

     (a) Upon (and only upon) receipt by the Administrative Agent for the
account of the Issuing Bank of Same Day Funds from the Company (i) in
reimbursement of any payment made

                                      -36-

<PAGE>

by the Issuing Bank under a Letter of Credit with respect to which any Committed
Lender has paid the Administrative Agent for the account of the Issuing Bank for
such Committed Lender's participation in such Letter of Credit pursuant to
Section 7.03 or (ii) in payment of interest thereon, the Administrative Agent
will pay to each Committed Lender, in the same funds as those received by the
Administrative Agent for the account of the Issuing Bank, the amount of such
Committed Lender's Pro Rata Share of such funds, and the Issuing Bank shall
receive the amount of the pro rata share of such funds of any Committed Lender
that did not so pay the Administrative Agent for the account of the Issuing
Bank.

     (b) If the Administrative Agent or the Issuing Bank is required at any time
to return to the Company, or to a trustee, receiver, liquidator or custodian, or
any official in any insolvency proceeding, any portion of any payment made by
the Company to the Administrative Agent for the account of the Issuing Bank
pursuant to subsection (a) above in reimbursement of a payment made under any
Letter of Credit or interest or fee thereon, each Committed Lender shall, on
demand of the Administrative Agent, forthwith return to the Administrative Agent
or the Issuing Bank the amount of its pro rata share of any amount so returned
by the Administrative Agent or the Issuing Bank plus interest thereon from the
date such demand is made to the date such amount is returned by such Committed
Lender to the Administrative Agent or the Issuing Bank, at a rate per annum
equal to the Federal Funds Rate (in the case of amounts in US Dollars) or the
Foreign Overnight Rate (in the case of other amounts), in each case as in effect
from time to time.

     7.05 Role of the Issuing Bank.

     (a) The Lenders and the Company agree that, in paying any drawing under a
Letter of Credit, the Issuing Bank shall not have any responsibility to obtain
any document (other than any sight draft and certificates or other documents
expressly required by such Letter of Credit) or to ascertain or inquire as to
the validity or accuracy of any such document or the authority of the Person
executing or delivering any such document.

     (b) Neither the Issuing Bank nor any of its correspondents, participants or
assignees shall be liable to any Lender for: (i) any action taken or omitted in
connection herewith at the request or with the approval of the Committed Lenders
(including the Required Lenders), as applicable); (ii) any action taken or
omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any L/C-Related
Document.

     (c) The Company hereby assumes all risks of the acts or omissions of any
beneficiary or transferee with respect to its use of any Letter of Credit;
provided that this assumption is not intended to, and shall not, preclude the
Company's pursuing such rights and remedies as it may have against the
beneficiary or transferee of any Letter of Credit at law or under any other
agreement. In furtherance and not in limitation of the foregoing: (i) the
Issuing Bank may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or
information to the contrary; and (ii) the Issuing Bank shall not be responsible
for the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or

                                      -37-

<PAGE>

proceeds thereof, in whole or in part, which may prove to be invalid or
ineffective for any reason.

     7.06 Obligations Absolute. The obligations of the Company under this
Agreement and any L/C-Related Document to reimburse the Issuing Bank for a
drawing under a Letter of Credit, and to repay any L/C Borrowing of such
Borrower and any drawing under a Letter of Credit converted into US Base Rate
Loans, shall be unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement and each such L/C-Related Document
under all circumstances, including any of the following:

          (a) any lack of validity or enforceability of this Agreement or any
     L/C-Related Document;

          (b) the existence of any claim, set-off, defense or other right that
     the Company may have at any time against any beneficiary or any transferee
     of any Letter of Credit (or any Person for whom any such beneficiary or any
     such transferee may be acting), the Issuing Bank or any other Person,
     whether in connection with this Agreement, the transactions contemplated
     hereby or by the L/C-Related Documents or any unrelated transaction;

          (c) any draft, demand, certificate or other document presented under
     any Letter of Credit proving to be forged, fraudulent, invalid or
     insufficient in any respect or any statement therein being untrue or
     inaccurate in any respect; or any loss or delay in the transmission or
     otherwise of any document required in order to make a drawing under any
     Letter of Credit;

          (d) any payment by the Issuing Bank under any Letter of Credit against
     presentation of a draft or certificate that does not strictly comply with
     the terms of any Letter of Credit; or any payment made by the Issuing Bank
     under any Letter of Credit to any Person purporting to be a trustee in
     bankruptcy, debtor-in-possession, assignee for the benefit of creditors,
     liquidator, receiver or other representative of or successor to any
     beneficiary or any transferee of any Letter of Credit;

          (e) any exchange, release or non-perfection of any collateral, or any
     release or amendment or waiver of or consent to departure from any
     guarantee, for all or any of the obligations of the Company or any other
     Person in respect of any Letter of Credit; or

          (f) any other circumstance or happening whatsoever, whether or not
     similar to any of the foregoing, including any other circumstance that
     might otherwise constitute a defense available to, or a discharge of, a
     guarantor; provided that after paying in full its reimbursement obligation
     hereunder, nothing herein shall adversely affect the right of the Company
     to commence any proceeding against the Issuing Bank for any wrongful
     disbursement made by the Issuing Bank under a Letter of Credit as a result
     of any act or omission constituting gross negligence or willful misconduct
     on the part of the Issuing Bank.

                                      -38-

<PAGE>

     7.07 Letter of Credit Fees.

     (a) The Company shall pay to the Administrative Agent for the account of
the Committed Lenders a letter of credit fee with respect to the Letters of
Credit at a rate per annum equal to the L/C Fee Rate (as in effect from time to
time) on the daily maximum Dollar Equivalent amount available to be drawn under
the outstanding Letters of Credit, computed on the last Business Day of each
calendar quarter and on the Termination Date (or such later date on which all
Letters of Credit have been terminated) based upon Letters of Credit outstanding
for the applicable period as calculated by the Administrative Agent.

     (b) The Company shall pay to the Issuing Bank a letter of credit fronting
fee for each Letter of Credit Issued by the Issuing Bank at the rate per annum
separately agreed to by the Company and the Issuing Bank on the daily maximum
Dollar Equivalent amount available to be drawn under the outstanding Letters of
Credit, computed on the last Business Day of each calendar quarter and on the
Termination Date (or such later date on which all Letters of Credit have been
terminated) based upon the Letters of Credit outstanding for the applicable
period as calculated by the Issuing Bank.

     (c) The letter of credit fees payable under subsection (a) and the fronting
fees payable under subsection (b) shall be payable quarterly in arrears on the
last Business Day of each calendar quarter during which Letters of Credit are
outstanding and on the Termination Date (or such later date upon which all
outstanding Letters of Credit shall have been terminated).

     (d) The Company shall pay to the Issuing Bank from time to time on demand
the normal issuance, presentation, amendment and other processing fees, and
other standard costs and charges, of the Issuing Bank relating to letters of
credit as from time to time in effect.

     7.08 Uniform Customs and Practice. The International Standby Practices as
published by the Institute for International Banking Law & Practice, Inc. most
recently at the time of issuance of any Letter of Credit shall (unless otherwise
expressly provided in such Letter of Credit) apply to such Letter of Credit.

     7.09 Letters of Credit for the Account of Subsidiaries. The Company and the
applicable Subsidiary shall be jointly and severally liable for any Letter of
Credit which is issued jointly for the account of the Company and any
Subsidiary.

                                  ARTICLE VIII

                            COMPETITIVE BID FACILITY

     8.01 Competitive Bid Loans. Each Lender agrees that the Company may from
time to time prior to the Termination Date request the Committed Lenders to
submit offers to make Bid Loans to the Company in an aggregate principal amount
at any time outstanding not to exceed US$100,000,000. Each Committed Lender may,
but shall have no obligation to, submit such offers and the Company may, but
shall have no obligation to, accept any such offers; provided that at no time
shall the Total Outstandings exceed the Total Commitments.

                                      -39-

<PAGE>

     8.02 Procedures for Bid Borrowings.

     (a) The Company may request the Committed Lenders to submit offers to make
Bid Loans by sending the Administrative Agent by facsimile a written notice
substantially in the form of Exhibit D (a "Competitive Bid Request") so as to be
received no later than 10:00 A.M. (Chicago time) one Business Day prior to the
date of a proposed Bid Borrowing, specifying:

          (i) the date of the proposed Bid Borrowing, which shall be a Business
     Day;

          (ii) the aggregate amount of such Bid Borrowing, which shall be a
     minimum amount of US$5,000,000 or a higher integral multiple of
     US$1,000,000; and

          (iii) the duration of the Interest Period applicable thereto

The Company may not request the Administrative Agent to solicit offers for
Competitive Bids for more than three Interest Periods in a single Competitive
Bid Request and may not request Competitive Bids more than once in any period of
five Business Days.

     (b) Upon receipt of a Competitive Bid Request, the Administrative Agent
will promptly send to the Committed Lenders by facsimile transmission an
Invitation for Competitive Bids, which shall constitute an invitation by the
Company to each Committed Lender to submit Competitive Bids offering to make the
Bid Loans to which such Competitive Bid Request relates in accordance with this
Section 8.02.

     (c) (i) Each Committed Lender may in its discretion submit a Competitive
Bid containing an offer or offers to make Bid Loans in response to any
Invitation for Competitive Bids. Each Competitive Bid must comply with the
requirements of this subsection 8.02(c) and must be submitted to the
Administrative Agent by facsimile transmission at its office specified pursuant
to Section 16.01 not later than 8:45 A.M. (Chicago time) on the proposed
Borrowing Date; provided that Competitive Bids submitted by the Administrative
Agent (in its individual capacity) or any Affiliate thereof may only be
submitted if such entity notifies the Company of the terms of the offer or
offers contained therein not later than 8:30 A.M. (Chicago time) on the proposed
Borrowing Date.

          (ii) Each Competitive Bid shall be in substantially the form of
     Exhibit F, specifying therein:

               (A) the proposed Borrowing Date;

               (B) the principal amount of each Bid Loan for which such
          Competitive Bid is being made, which principal amount (x) may be equal
          to, greater than or less than the Commitment of the quoting Committed
          Lender, (y) must be $5,000,000 or a higher integral multiple of
          $1,000,000 and (z) may not exceed the principal amount of Bid Loans
          for which Competitive Bids were requested;

               (C) the rate of interest per annum expressed in multiples of
          1/100th of one basis point (the "Absolute Rate") offered for each such
          Bid Loan and the Interest Period applicable thereto; and

                                      -40-

<PAGE>

               (D) the identity of the quoting Committed Lender.

     A Competitive Bid may contain up to three separate offers by the quoting
     Committed Lender with respect to each Interest Period specified in the
     related Invitation for Competitive Bids.

          (iii) Any Competitive Bid shall be disregarded if it:

               (A) is not substantially in conformity with Exhibit F or does not
          specify all of the information required by subsection 8.02(c)(ii);

               (B) contains qualifying, conditional or similar language;

               (C) proposes terms other than or in addition to those set forth
          in the applicable Invitation for Competitive Bids; or

               (D) arrives after the time set forth in subsection 8.02(c)(i).

     (d) Promptly on receipt and not later than 9:00 A.M. (Chicago time) on the
proposed Borrowing Date, the Administrative Agent will notify the Company of the
terms (i) of any Competitive Bid submitted by a Committed Lender that is in
accordance with subsection 8.02(c) and (ii) of any Competitive Bid that amends,
modifies or is otherwise inconsistent with a previous Competitive Bid submitted
by such Committed Lender with respect to the same Competitive Bid Request. Any
such subsequent Competitive Bid shall be disregarded by the Administrative Agent
unless such subsequent Competitive Bid is submitted solely to correct a manifest
error in such former Competitive Bid and only if received within the times set
forth in subsection 8.02(c). The Administrative Agent's notice to the Company
shall specify (1) the aggregate principal amount of Bid Loans for which offers
have been received for each Interest Period specified in the related Competitive
Bid Request; (2) the respective principal amounts and Absolute Rates offered for
each Interest Period and (3) any other information regarding such Competitive
Bid reasonably requested by the Company. Subject only to the provisions of
Article XI and the provisions of this subsection (d), any Competitive Bid shall
be irrevocable except with the written consent of the Administrative Agent given
on the written instructions of the Company.

     (e) Not later than 9:15 A.M. on the proposed Borrowing Date, the Company
shall notify the Administrative Agent, in writing and in a form reasonably
acceptable to the Administrative Agent, of its acceptance or non-acceptance of
the offers notified to it pursuant to subsection 8.02(d). The Company shall be
under no obligation to accept any offer and may choose to accept or reject some
or all of such offers. In the case of acceptance, such notice shall specify the
aggregate principal amount of offers for each Interest Period that is accepted.
The Company may accept any Competitive Bid in whole or in part; provided that:

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

          (ii) the principal amount of each Bid Borrowing must be US$5,000,000
     or a higher integral multiple of US$1,000,000;

                                      -41-

<PAGE>

          (iii) acceptance of offers may only be made on the basis of ascending
     Absolute Rates within each Interest Period; and

          (iv) the Company may not accept any offer that is described in
     subsection 8.02(c)(iii) or that otherwise fails to comply with the
     requirements of this Agreement.

     (f) If offers are made by two or more Committed Lenders with the same
Absolute Rates for a greater aggregate principal amount than the amount in
respect of which such offers are accepted for the related Interest Period, the
principal amount of Bid Loans in respect of which such offers are accepted shall
be allocated by the Administrative Agent among such Committed Lenders (in such
multiples, not less than US$1,000,000, as the Administrative Agent may deem
appropriate) as nearly as practicable in proportion to the aggregate principal
amounts of such offers. Determination by the Administrative Agent of the amounts
of Bid Loans shall be conclusive in the absence of demonstrable error.

     (g) (i) The Administrative Agent will promptly notify each Committed Lender
having submitted a Competitive Bid if its offer has been accepted and, if its
offer has been accepted, of the amount of the Bid Loan or Bid Loans to be made
by it on the date of the Bid Borrowing.

          (ii) Each Committed Lender which has received notice pursuant to
     subsection 8.02(g)(i) that its Competitive Bid has been accepted with
     respect to any Bid Loan shall make the amount of such Bid Loan available to
     the Administrative Agent in Same Day Funds for the account of the Company
     at the Administrative Agent's Payment Office, by noon (Chicago time) on the
     applicable Borrowing Date.

          (iii) Promptly following each Bid Borrowing, the Administrative Agent
     shall notify each Committed Lender of the range of bids submitted and the
     highest and lowest bids accepted for each Interest Period requested by the
     Company and the aggregate amount borrowed pursuant to such Bid Borrowing.

                                   ARTICLE IX

                              GENERAL CREDIT TERMS

     9.01 Repayment. All Loans and all other obligations of the Borrowers
hereunder shall be due and payable in full on July 25, 2006 (or such earlier
date as shall be required pursuant hereto).

     9.02 Payment of Interest. Interest on each Loan shall be paid in arrears on
each applicable Interest Payment Date; provided that any interest on UK Loans
which, absent this proviso, would be payable prior to the UK Deferral Date shall
be payable on the UK Deferral Date. Interest shall also be paid on the date of
any prepayment of Loans (other than US Base Rate Loans and Prime Rate Loans) for
the portion of the Loans so prepaid. In addition, during the existence of any
Event of Default, interest on all Loans shall be paid on demand of the
Administrative Agent at the request or with the consent of the Required Lenders.

                                      -42-

<PAGE>

     9.03 Payments. (a) All payments by the Borrowers hereunder in respect of UK
Loans, Canadian Loans, EMU Loans and Swing Line Loans shall be made to the UK
Lender, the Canadian Lender, the EMU Lender or the Swing Line Lender, as the
case may be, at its Payment Office. All payments by the Borrowers hereunder in
respect of any amount payable under Article X shall be made directly to the
Lender entitled to receive such payment. All other payments by the Borrowers
hereunder shall be made to the Administrative Agent at its Payment Office. All
such payments shall be made prior to noon (local time at the place of payment)
on the date due, and funds received after that time shall be deemed received on
the following Business Day. All such payments shall be made in the currency
required herein and without setoff or counterclaim.

     (b) If any payment hereunder falls due on a day which is not a Business
Day, then such due date shall be extended to the immediately following Business
Day (unless, in the case of a Eurocurrency Loan, such immediately following
Business Day is the first Business Day of a calendar month, in which case such
due date shall be the immediately preceding Business Day).

     9.04 Adjustment of Sublimits. So long as no Event of Default or Unmatured
Event of Default exists, the Company may from time to time change the amount of
each of the UK Sublimit, the Canadian Sublimit, the EMU German Sublimit and the
EMU Lux Sublimit by giving notice of such change to the Administrative Agent and
the respective UK Lender, Canadian Lender and EMU Lender (which notice shall
specify the effective date of such change, which shall not be less than three
Business Days after such notice is received); provided that (a) the aggregate
amount available under all such Sublimits shall not exceed the lesser of
US$250,000,000 or the Total Commitment; (b) the Canadian Sublimit shall not
exceed the lesser of US$50,000,000 or the Total Commitment; and (c) the UK
Lender, the Canadian Lender or the EMU Lender, respectively, must consent to any
increase in the UK Sublimit, the Canadian Sublimit, the EMU German Sublimit or
the EMU Lux Sublimit, as the case may be.

     9.05 Loan Accounts. The Loans and the L/C Obligations shall be evidenced by
one or more accounts or records maintained by the Administrative Agent, each
Committed Lender, the UK Lender, the Canadian Lender, the EMU Lender, the
Issuing Bank or the Swing Line Lender, as the case may be, in the ordinary
course of business. The accounts or records so maintained shall be rebuttable
presumptive evidence of the amount of the Loans and the L/C Obligations
outstanding by each applicable Lender to each applicable Borrower. Any failure
to record or any error in recording any such amount shall, not, however, limit
or otherwise affect the obligation of the applicable Borrower hereunder to pay
any amount owing with respect to any Loan or any other obligation hereunder,
including the L/C Obligations.

     9.06 Notes. Upon the request of any Lender made through the Administrative
Agent, the Loans made by such Lender to any Borrower may be evidenced by one or
more Notes issued by such Borrower, instead of loan accounts. Each such Lender
may endorse on the schedule annexed to the applicable Note the date, amount and
maturity of each applicable Loan made by it and the amount of each payment of
principal made by the applicable Borrower with respect thereto. Each such Lender
is irrevocably authorized by each Borrower to endorse the applicable Note and
each such Lender's record shall be rebuttable presumptive evidence of the amount
of the Loans made by such Lender to such Borrower; provided that the failure of
a Lender to make,

                                      -43-

<PAGE>

or an error in making, a notation on any Note with respect to any Loan shall not
limit or otherwise affect the obligations of the applicable Borrower hereunder
or under such Note.

     9.07 Fees. In addition to certain fees described in Section 7.07:

          (a) Arrangement, Agency Fees. The Company shall pay arrangement fees
     to the Lead Arranger for the Lead Arranger's own account, and shall pay
     agency and other fees to the Administrative Agent for the Administrative
     Agent's own account, as mutually agreed to in writing from time to time by
     the Company, the Lead Arranger and the Administrative Agent.

          (b) Facility Fees. The Company shall pay to the Administrative Agent
     for the account of each Committed Lender a facility fee computed at a rate
     per annum equal to the Facility Fee Rate on the amount such Lender's
     Commitment, regardless of usage. Such facility fee shall accrue from the
     date of this Agreement to the Termination Date, and shall be due and
     payable quarterly in arrears on the last Business Day of each calendar
     quarter and on the Termination Date.

          (c) Usage Fee. Each UK Borrower and EMU Borrower shall pay to the
     Administrative Agent for the account of each Committed Lender a usage fee
     computed at a rate per annum equal to the Usage Fee Rate (plus, upon
     request of the Required Lenders at any time an Event of Default exists, 2%)
     on the principal amount of each UK Loan or EMU Loan, as the case may be,
     outstanding from time to time. Such usage fee shall be payable with respect
     to each UK Loan and EMU Loan on each date on which interest is payable on
     such Loan.

     9.08 Computation of Fees and Interest. (a) All computations of interest for
US Base Rate Loans when the interest rate is determined by the "reference rate"
of Bank of America and for Prime Rate Loans shall be made on the basis of a year
of 365 or 366 days, as the case may be, and actual days elapsed. All
computations of interest on UK Loans shall be made on the basis of a year of 365
days and actual days elapsed. All other computations of interest and fees shall
be made on the basis of a 360-day year and actual days elapsed (which results in
more interest and fees being paid than if computed on the basis of a 365-day
year). Interest and fees shall accrue during each period during which interest
or fees are computed from the first day thereof to the last day thereof.

     (b) Each determination of an interest rate or a Dollar Equivalent amount by
the Administrative Agent, the UK Lender, the Canadian Lender, the EMU Lender or
the Swing Line Lender, as the case may be, shall be conclusive and binding on
the Borrowers and the Lenders in the absence of manifest error. The
Administrative Agent (or, if applicable, the UK Lender, the Canadian Lender, the
EMU Lender or the Swing Line Lender) will, at the request of the applicable
Borrower or any Committed Lender, deliver to such Borrower or such Committed
Lender, as the case may be, a statement showing the quotations used by the
Administrative Agent (or such Lender) in determining any interest rate or Dollar
Equivalent amount.

     9.09 Currency Exchange Fluctuations. If on any Computation Date the
Administrative Agent shall have determined that the then outstanding Dollar
Equivalent principal amount of the

                                      -44-

<PAGE>

Total Outstanding exceeds the Total Commitment due to a change in applicable
rates of exchange between US Dollars, on the one hand, and any Applicable
Currency, on the other hand, then the Administrative Agent shall give notice to
the Company that a prepayment is required under this Section, and the Borrowers
agree thereupon to make prepayments of Loans such that, after giving effect to
such prepayment, the Total Outstandings will not exceed the Total Commitment.

     9.10 Participation Obligations Unconditional.

     (a) Each Committed Lender's obligation to make Loans pursuant to Section
6.06 to refund Swing Line Loans and/or to purchase participation interests in UK
Loans, Canadian Loans, EMU Loans and/or Swing Line Loans pursuant to Section
3.06, 4.06, 5.06 and/or 6.07, as applicable, shall be absolute and unconditional
and shall not be affected by any circumstance whatsoever, including (a) any
set-off, counterclaim, recoupment, defense or other right which such Committed
Lender may have against any other Lender, any Borrower or any other Person for
any reason whatsoever; (b) the occurrence or continuance of an Event of Default,
an Unmatured Event of Default or a Material Adverse Effect; (c) any breach of
this Agreement by any Borrower or any other Lender; (d) any inability of any
Borrower to satisfy the conditions precedent to borrowing set forth in this
Agreement on the date upon which any Swing Line Loan is to be refunded or any
participation interest in any Loan is to be purchased; or (e) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.

     (b) Notwithstanding the provisions of subsection (a) above, no Committed
Lender shall be required to make any Loan to a Borrower to refund a Swing Line
Loan pursuant to Section 6.06 or to purchase a participation interest in a UK
Loan, Canadian Loan, EMU Loan and/or Swing Line Loan pursuant to Section 3.06,
4.06, 5.06 or 6.07, as applicable, if, at least two Business Days prior to the
making of such UK Loan, Canadian Loan, EMU Loan and/or Swing Line Loan, the
Administrative Agent and the UK Lender, the Canadian Lender, the EMU Lender or
the Swing Line Lender, as the case may be, received written notice from such
Committed Lender specifying that such Committed Lender believed in good faith
that one or more of the conditions precedent to the making of such Loan were not
satisfied (and detailing its basis for such good faith belief) and, in fact,
such conditions precedent to the making of such Loan were not satisfied at the
time of the making of such Loan; provided that the obligation of such Committed
Lender to make such Loan and/or to purchase such participation interest shall be
reinstated upon the earlier of (i) the date on which such Committed Lender
notifies the Swing Line Lender that its prior notice has been withdrawn or (ii)
the date on which all conditions precedent to the making of such UK Loan,
Canadian Loan, EMU Loan and/or Swing Line Loan have been satisfied (or waived by
the Required Lenders or all Committed Lenders, as applicable).

     9.11 Order and Proration of Payments.

     (a) If any payment received by the Administrative Agent by or on behalf of
the Company hereunder is insufficient to pay in full the amounts then due and
payable by the Company hereunder and the Administrative Agent has not received a
Payment Sharing Notice, such payment shall be distributed to the Lenders (and
for purposes of this Agreement shall be deemed to have been applied by the
Lenders, notwithstanding the fact that any Lender may have

                                      -45-

<PAGE>

made a different application in its books and records) in the following order:
first, to the payment of the principal amount of the Committed Loans, Bid Loans
and Swing Line Loans which are then due and payable and to the reimbursement
obligations of the Company then due in respect of any Letter of Credit, ratably
among the Lenders in accordance with the aggregate principal amount of such
Loans and reimbursement obligations owed to each Lender; second, to the payment
of interest then due and payable on the Committed Loans, Bid Loans and Swing
Line Loans and on the reimbursement obligations of the Company in respect of
Letters of Credit, ratably among the Lenders in accordance with the aggregate
amount of interest owed to each Lender; third, to the payment of the fees then
due and payable by the Company hereunder, ratably among the Lenders in
accordance with the aggregate amount of such fees owed to each Lender; and
fourth, to the payment of any other amounts payable by the Company under this
Agreement, ratably among the Lenders in accordance with the aggregate amount of
such payments owed to each Lender.

     (b) After the Administrative Agent has received a Payment Sharing Notice,
all payments received by the Administrative Agent by or on behalf of the Company
to be distributed to Lenders shall be distributed to the Lenders (and for
purposes of this Agreement shall be deemed to have been applied by the Lenders,
notwithstanding the fact that any Lender may have made a different application
in its books and records) in the following order: first, to the payment of
amounts payable by the Company under Section 16.03, ratably among the
Administrative Agent and the Lenders in accordance with the aggregate amount of
such payments owed to the Administrative Agent and each Lender; second, to the
payment of fees payable by the Company under Sections 7.07 and 9.07, ratably
among the Lenders in accordance with the aggregate amount of such fees owed to
each Lender; third, to the payment of the principal amount of and interest
accrued on the Loans to the Company, the reimbursement obligations of the
Company in respect of Letters of Credit (including contingent obligations in
respect of undrawn Letters of Credit) and the obligations of the Company under
Article XVII, regardless of whether any such amount is then due and payable,
ratably among the Lenders in accordance with the aggregate amount of such Loans
and other obligations owed to such Lenders; and fourth, to the payment of any
other amount payable by the Company under this Agreement, ratably among the
Lenders in accordance with the amount owed to each Lender. Any amount to be
distributed pursuant to clause third of the first sentence of this subsection
(b) for application to contingent obligations in respect of undrawn Letters of
Credit shall be held by the Administrative Agent as cash collateral hereunder.
If any Letter of Credit is thereafter drawn upon, the Administrative Agent shall
distribute to the Issuing Bank an amount equal to the lesser of the Dollar
Equivalent amount of such draw and the amount of the cash collateral held by the
Administrative Agent pursuant to the preceding sentence. If any Letter of Credit
expires or terminates or the amount available for drawing thereunder is reduced
and, after giving effect to such expiration, termination or reduction, the
amount of cash collateral held by the Administrative Agent pursuant to the
second preceding sentence exceeds the aggregate undrawn Dollar Equivalent amount
of all then-outstanding Letters of Credit, such excess shall promptly be applied
by the Administrative Agent in the manner and priority set forth in clauses
first, second, third and fourth of the first sentence of this subsection (b).

     (c) If, other than as expressly provided elsewhere herein, any Committed
Lender shall obtain any payment or other recovery (whether voluntary,
involuntary, by application of offset, enforcement of security or otherwise) on
account of principal of or interest on any Loan

                                      -46-

<PAGE>

(including any Bid Loan) or any participation therein, any participation in any
Letter of Credit or any fees in excess of the share of payments and other
recoveries (exclusive of payments or recoveries under Article X) such Committed
Lender would have received if such payment or recovery had been distributed
pursuant to the provisions of subsection 9.11(a) or (b) (whichever is applicable
at the time of such payment or other recovery), such Committed Lender shall
purchase from the other Committed Lenders, in a manner to be reasonably
specified by the Administrative Agent, such participations in the Loans held by
them (and, if applicable, such sub-participations in the participations in Loans
and L/C Obligations held by them) as shall be necessary to cause such purchasing
Committed Lender to share the excess payment or other recovery ratably with each
of them in accordance with the order of payments set forth in subsection 9.11(a)
or (b), as applicable; provided that if all or any portion of the excess payment
or other recovery is thereafter recovered from such purchasing Committed Lender,
the purchase shall be rescinded and the purchase price restored to the extent of
such recovery, but without interest.

     (d) The Dollar Equivalent amount of the principal of and accrued and unpaid
interest on each obligation of the Company denominated in a currency other than
US Dollars shall be determined by the Administrative Agent as of (i) in the case
of any distribution pursuant to subsection 9.11(a) or (b), the date of such
distribution, and (ii) in the case of receipt by any Committed Lender of any
payment or other recovery which may be subject to subsection 9.11(c) (or any
disgorgement by any Committed Lender pursuant to the proviso to such
subsection), as of the date of such receipt (or such disgorgement).

     9.12 Judgment Currency. If for the purposes of obtaining judgment in any
court it is necessary to convert a sum due from a Borrower hereunder in the
currency expressed to be payable herein (the "specified currency") into another
currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent (or, in the
case of any amount relating to a UK Loan, a Canadian Loan or an EMU Loan, the UK
Lender, the Canadian Lender or the EMU Lender, respectively) could purchase the
specified currency with such other currency at the Administrative Agent's (or
such Lender's) Payment Office on the Business Day preceding that on which final
judgment is given. The obligation of any Borrower in respect of any sum due to
any Lender or the Administrative Agent hereunder shall, notwithstanding any
judgment in a currency other than the specified currency, be discharged only to
the extent that on the Business Day following receipt by such Lender or the
Administrative Agent, as the case may be, of any sum adjudged to be so due in
such other currency, such Lender or the Administrative Agent, as the case may
be, may in accordance with normal banking procedures purchase the specified
currency with such other currency. If the amount of the specified currency so
purchased is less than the sum originally due to such Lender or the
Administrative Agent, as the case may be, in the specified currency, the
applicable Borrower shall, to the fullest extent that it may effectively do so,
as a separate obligation and notwithstanding any such judgment, indemnify such
Lender or the Administrative Agent, as the case may be, against such loss, and
if the amount of the specified currency so purchased exceeds the total of (a)
the sum originally due to such Lender or the Administrative Agent, as the case
may be, in the specified currency and (b) any amount shared with other Lenders
as a result of allocations of such excess as a disproportionate payment to such
Lender under subsection 9.11(c), such Lender or the

                                      -47-

<PAGE>

Administrative Agent, as the case may be, agrees to remit such excess to the
applicable Borrower.

                                    ARTICLE X

                             CHANGE IN CIRCUMSTANCES

     10.01 Increased Cost and Reduced Return.

     (a) If, after the date hereof, any change in, the adoption of any new
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Lender (or its Applicable Lending Office) with any request or directive
(whether or not having the force of law) of any such Governmental Authority,
central bank or comparable agency:

          (i) shall subject such Lender (or its Applicable Lending Office) to
     any tax, duty or other charge with respect to any Loans, any Note or its
     obligation to make or to participate in Loans, or shall change the basis of
     taxation of any amount payable to such Lender (or its Applicable Lending
     Office) under this Agreement or any Note in respect of any Loans (other
     than taxes imposed on the overall net income of such Lender by the
     jurisdiction in which such Lender has its principal office or such
     Applicable Lending Office);

          (ii) shall impose, modify, or deem applicable any reserve, special
     deposit, assessment, compulsory advance, or similar requirement (other than
     the Reserve Requirement utilized in the determination of the Adjusted
     Eurocurrency Rate or the Mandatory Cost) relating to any extensions of
     credit or other assets of, or any deposits with or other liabilities or
     commitments of, such Lender (or its Applicable Lending Office) hereunder;
     or

          (iii) shall impose on such Lender (or its Applicable Lending Office)
     or the applicable offshore interbank market any other condition affecting
     this Agreement or any Loan;

     and the result of any of the foregoing is to increase the cost to such
     Lender (or its Applicable Lending Office) of making, converting into,
     continuing or maintaining or participating in any Loan or to reduce any sum
     received or receivable by such Lender (or its Applicable Lending Office)
     under this Agreement or any Note with respect to any Loan, then the
     applicable Borrower shall pay to such Lender on demand such amount or
     amounts as will compensate such Lender for such increased cost or
     reduction.

     (b) If, after the date hereof, any Lender shall have determined that any
change in, the adoption of any new, applicable law, rule or regulation regarding
capital adequacy, or in the interpretation or administration thereof by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or any request or directive regarding
capital adequacy (whether or not having the force of law) of any such
Governmental Authority, central bank or comparable agency, has or would have the
effect of

                                      -48-

<PAGE>

reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender's obligations hereunder
to a level below that which such Lender or such corporation could have achieved
but for such adoption, change, request, or directive (taking into consideration
its policies with respect to capital adequacy), then from time to time upon
demand the Company shall pay to such Lender such additional amount or amounts as
will compensate such Lender for such reduction.

     (c) Any Lender claiming compensation under this Section 10.01 shall furnish
to the Company and the Administrative Agent a statement setting forth the basis
for, and a calculation in reasonable detail of, the additional amount or amounts
to be paid to it hereunder which shall be conclusive in the absence of manifest
error. In determining such amount, any Lender may use any reasonable averaging
and attribution methods.

     10.02 Limitation on Types of Loan. If on or prior to the first day of any
Interest Period for any Eurocurrency Loan:

          (a) the Administrative Agent (in the case of a Committed Loan) or the
     applicable Lender (in the case of any other Eurocurrency Loan) determines
     (which determination shall be conclusive) that by reason of circumstances
     affecting the relevant market, adequate and reasonable means do not exist
     for ascertaining the Eurocurrency Rate in the Applicable Currency, or

          (b) the Required Lenders (in the case of Committed Loans) notify the
     Administrative Agent that they have determined, or the applicable Lender
     (in the case of any other Eurocurrency Loan) determines (which
     determination shall, in each case, be conclusive), that the applicable
     Eurocurrency Rate (or, in the case of Committed Loans, the Adjusted
     Eurocurrency Rate) will not adequately and fairly reflect the cost to such
     Lenders or Lender of funding such Loans or Loan in the applicable currency
     for such Interest Period;

then the Administrative Agent or the applicable Lender, as the case may be,
shall give the applicable Borrower (and, if such notice is given by a Lender,
the Administrative Agent) prompt notice thereof, and so long as such condition
remains in effect, (i) the Committed Lenders or the applicable Lender, as the
case may be, shall be under no obligation to make Eurocurrency Loans in the
Applicable Currency and (ii) on the last day of the then current Interest Period
for each outstanding Eurocurrency Loan in the Applicable Currency to such
Borrower, such Borrower shall repay such Loans or, in the case of the Company or
a Canadian Borrower, convert such Loans into the other Type of Loan available to
such Borrower in accordance with the terms of this Agreement.

     10.03 Changes in Law Rendering Eurocurrency Loans Unlawful. If any change
in any, or the adoption of any new, applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any Governmental
Authority, central bank or comparable agency or other regulatory body charged
with the administration or interpretation thereof, should make it (or in the
good faith judgment of any Lender cause a substantial question as to whether it
is) unlawful for any Lender to make, maintain or fund any Eurocurrency Loan in
any Applicable Currency, then such Lender shall promptly notify the applicable
Borrower and the

                                      -49-

<PAGE>

Administrative Agent and, so long as such circumstances shall continue, (a) such
Lender shall have no obligation to make or convert into any Eurocurrency Loan in
the Applicable Currency (but, in the case of a Committed Lender, shall make a US
Base Rate Loan concurrently with the making of or conversion into Eurocurrency
Loans in the Applicable Currency by the Lenders which are not so affected, in
each case in a Dollar Equivalent amount equal to such Lender's Pro Rata Share of
the applicable Committed Borrowing) and (b) on the last day of the current
Interest Period for each Eurocurrency Loan of such Lender in the Applicable
Currency (or, in any event, on such earlier date as may be required by the
relevant law, regulation or interpretation), such Eurocurrency Loan shall be
paid in full (or, in the case of a Committed Loan (unless the Committed
Borrowing of which such Committed Loan is a part is paid in full), shall
automatically convert to a US Base Rate Loan in US Dollars in an amount equal to
the Dollar Equivalent amount of such Eurocurrency Loan). Each US Base Rate Loan
made by a Committed Lender which, but for the circumstances described in the
foregoing sentence, would be a Eurocurrency Loan (an "Affected Loan") shall
remain outstanding for the same period as the Borrowing of Eurocurrency Loans of
which such Affected Loan would be a part absent such circumstances.

     10.04 Funding Losses. The applicable Borrower shall reimburse each Lender
and hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of:

          (a) the failure of such Borrower to borrow, continue or convert a Loan
     into a Eurocurrency Loan after such Borrower has given (or is deemed to
     have given) a notice of such borrowing, continuation or conversions;

          (b) the failure of such Borrower to make any prepayment of any Loan in
     accordance with any notice delivered pursuant hereto;

          (c) the prepayment (including pursuant to Section 10.03) or other
     payment (including after acceleration thereof) of the principal of any Loan
     by such Borrower on a day that is not the last day of an Interest Period;
     or

          (d) the automatic conversion under subsection 2.03(a) or 4.03(a) of
     any Eurocurrency Loan on a day that is not the last day of an Interest
     Period;

including any such loss or expense arising from the liquidation or reemployment
of funds obtained by such Lender to maintain the applicable Loan or from fees
payable to terminate the deposits from which such funds were obtained. For
purposes of calculating amounts payable by a Borrower to any Lender under this
Section, (i) each Eurocurrency Loan made by a Lender (and each related reserve,
special deposit or similar requirement) shall be conclusively deemed to have
been funded at the Eurocurrency Rate used in determining the interest rate for
the applicable (including any proposed) Interest Period by a matching deposit or
other borrowing in the interbank eurocurrency market for a comparable amount and
for a comparable period and in the same Applicable Currency, whether or not such
Eurocurrency Loan is in fact so funded.

                                      -50-

<PAGE>

     10.05 Taxes.

     (a) Any and all payments by any Borrower to any Lender or the
Administrative Agent under this Agreement shall be made free and clear of, and
without deduction or withholding for, any Taxes. In addition, each Borrower
shall pay all Other Taxes.

     (b) If any Borrower shall be required by law to deduct or withhold any
Taxes or Other Taxes from or in respect of any sum payable hereunder to any
Lender or the Administrative Agent, then:

          (i) the sum payable shall be increased as necessary so that, after
     making all required deductions and withholdings (including deductions and
     withholdings applicable to additional sums payable under this Section
     10.05), such Lender or Administrative Agent, as the case may be, receives
     and retains an amount equal to the sum it would have received and retained
     had no such deductions or withholdings been made;

          (ii) such Borrower shall make such deductions and withholdings; and

          (iii) such Borrower shall pay the full amount deducted or withheld to
     the relevant taxing authority or other authority in accordance with
     applicable law.

     (c) Each Borrower agrees to indemnify and hold harmless each Lender and the
Administrative Agent for the full amount of Taxes or Other Taxes in the amount
that such Lender or the Administrative Agent specifies is necessary to preserve
the after-tax yield such Lender or the Administrative Agent would have received
if such Taxes or Other Taxes had not been imposed, and any liability (including
penalties, interest, additions to tax and expenses) arising therefrom or with
respect thereto, whether or not such Taxes or Other Taxes were correctly or
legally asserted. Payment under this indemnification shall be made within 30
days after the date the applicable Lender or the Administrative Agent makes
written demand therefor.

     (d) Within 30 days after the date of any payment by the applicable Borrower
of Taxes or Other Taxes, such Borrower shall furnish to the applicable Lender
and the Administrative Agent the original or a certified copy of a receipt
evidencing payment thereof, or other evidence of payment satisfactory to such
Lender or Administrative Agent.

     (e) Each Committed Lender organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and delivery
of this Agreement in the case of each Committed Lender listed on the signature
pages hereof and on or prior to the date on which it becomes a Committed Lender
in the case of any other such Committed Lender, and from time to time thereafter
if requested in writing by the Company (but only so long as such Committed
Lender remains lawfully able to do so), shall provide the Company and the
Administrative Agent with (i) IRS Form W-8BEN or W-8ECI, as appropriate, or any
successor form prescribed by the IRS, certifying that such Committed Lender is
entitled to benefits under an income tax treaty to which the United States is a
party which reduces the rate of withholding tax on payments of interest or
certifying that the income receivable pursuant to this Agreement is effectively
connected with the conduct of a trade or business in the United States, (ii) IRS
Form W-8 or W-9, as appropriate, or any successor form prescribed by the IRS,
and (iii) any other form or certificate required by any taxing authority
(including any certificate required by

                                      -51-

<PAGE>

Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that such
Lender is entitled to an exemption from or a reduced rate of tax on payments
pursuant to this Agreement.

     (f) Each Committed Lender that will not be funding its participation in UK
Loans out of, or will not be booking its portion of usage fees payable by UK
Borrowers in, an office in the United Kingdom (or another jurisdiction having an
exemption from United Kingdom income tax by treaty) shall submit a duly
completed Form FD13 double tax treaty form to the IRS (or the comparable form
for its jurisdiction to its jurisdiction's tax authorities) no later than
January 24, 2004, seeking exemption from United Kingdom income tax on interest
and fees payable under this Agreement by UK Borrowers.

     (g) If any Lender or the Administrative Agent determines in its reasonable
discretion that it has received a refund or credit of Taxes or Other Taxes (or
of any liability, including penalties, interest, additions to tax and expenses,
arising therefrom or with respect thereto) paid by any Borrower or with respect
to which any Borrower has made any indemnity payment pursuant to this Section
10.05, or any other tax benefit as a result of any payment by any Borrower
pursuant to this Section 10.05, then such Lender or the Administrative Agent
shall promptly repay the applicable Borrower to the extent of such refund,
credit or benefit; provided that if, due to any adjustment of such Taxes or
Other Taxes (or of any liability, including penalties, interest, additions to
tax and expenses, arising therefrom or with respect thereto), or of such other
tax benefit, such Lender or the Administrative Agent loses the benefit of all or
any portion of such refund, credit or benefit, the applicable Borrower will
indemnify and hold harmless such Lender or the Administrative Agent in
accordance with this Section 10.05. Nothing in this subsection (g) shall require
the Administrative Agent or any Lender to utilize any such credits ahead of
other credits that may be available to the Administrative Agent or such Lender
from other sources. Moreover, nothing shall require the Administrative Agent or
any Lender to make its books and records available for inspection by any
Borrower.

     (h) Without prejudice to the survival of any other agreement of any
Borrower hereunder, the agreements and obligations of each Borrower contained in
this Section 10.05 shall survive the termination of the Commitments and the
payment in full of all obligations of the Borrowers hereunder.

     10.06 Right of Lenders to Fund through Other Offices. Each Lender may, if
it so elects, fulfill its commitment as to any Eurocurrency Loan by causing a
foreign branch or affiliate of such Lender to make such Loan, provided that in
such event for the purposes of this Agreement such Loan shall be deemed to have
been made by such Lender and the obligation of the applicable Borrower to repay
such Loan shall nevertheless be to such Lender and shall be deemed held by it,
to the extent of such Loan, for the account of such branch or affiliate.

     10.07 Discretion of Lenders as to Manner of Funding. Notwithstanding any
provision of this Agreement to the contrary, each Lender shall be entitled to
fund and maintain its funding of all or any part of its Loans in any manner it
sees fit, it being understood, however, that for the purposes of this Agreement
all determinations hereunder shall be made as if such Lender had actually funded
and maintained each Eurocurrency Loan during each Interest Period for such Loan
through the purchase of deposits having a maturity corresponding to such
Interest Period and bearing an interest rate equal to the Eurocurrency Rate for
such Interest Period.

                                      -52-

<PAGE>

     10.08 Mitigation of Circumstances; Replacement of Affected Lender.

     (a) Each Lender shall promptly notify the applicable Borrower and the
Administrative Agent of any event of which it has knowledge which will result
in, and will use reasonable commercial efforts available to it (and not, in such
Lender's good faith judgment, otherwise disadvantageous to such Lender) to
mitigate or avoid, (i) any obligation of a Borrower to pay any amount pursuant
to Section 10.01 or 10.05 or (ii) the occurrence of any circumstances of the
nature described in Section 10.02 or 10.03, and, if any Lender has given notice
of any such event described in clause (i) or (ii) above and thereafter such
event ceases to exist, such Lender shall promptly so notify the applicable
Borrower and the Administrative Agent. Without limiting the foregoing, each
Lender will designate a different Applicable Lending Office if such designation
will avoid (or reduce the cost to the applicable Borrower of) any event
described in clause (i) or (ii) of the preceding sentence and such designation
will not, in such Lender's sole judgment, be otherwise disadvantageous to such
Lender.

     (b) At any time any Committed Lender is an Affected Lender, the Company may
replace such Affected Lender as a party to this Agreement with one or more other
bank(s) or financial institution(s) reasonably satisfactory to the
Administrative Agent, the UK Lender, the Canadian Lender, the EMU Lender, the
Swing Line Lender and the Issuing Bank (and upon notice from the Company such
Affected Lender shall assign pursuant to an Assignment Agreement, and without
recourse or warranty, its Commitment, its Loans and all of its other rights and
obligations hereunder to such replacement bank(s) or other financial
institution(s) for a purchase price equal to the sum of the principal amount of
the Loans so assigned, all accrued and unpaid interest thereon, its ratable
share of all accrued and unpaid facility fees, usage fees and Letter of Credit
fees, any amounts payable under Section 10.04 as a result of such Lender
receiving payment of any Eurocurrency Loan prior to the end of an Interest
Period therefor and all other obligations owed to such Affected Lender
hereunder).

     10.09 Economic and Monetary Union in the European Community.

     (a) Without prejudice and in addition to any method of conversion or
rounding prescribed by the EMU Legislation and without prejudice to the
liabilities for indebtedness of the Borrowers to the Lenders under or pursuant
to this Agreement, each reference in this Agreement to a fixed amount or fixed
amounts (or an integral multiple thereof) in a national currency of a Subsequent
Participant to be paid to or by the Administrative Agent shall be replaced by a
reference to such reasonably comparable and convenient fixed amount or fixed
amounts (or an integral multiple thereof) in Euro as the Administrative Agent
may from time to time specify.

     (b) Without prejudice to the respective liabilities of the Borrowers to the
Lenders and the Lenders to the Borrowers under or pursuant to this Agreement
each provision of this Agreement shall be subject to such reasonable changes of
construction as the Administrative Agent in consultation with the Company may
from time to time specify to be necessary or appropriate to reflect the
introduction of or changeover to the Euro in Participating Member States.

     10.10 Conclusiveness of Statements; Survival of Provisions. Determinations
and statements of any Lender pursuant to Section 10.01, 10.02, 10.03, 10.04 or
10.05 shall be

                                      -53-

<PAGE>

conclusive absent demonstrable error. Lenders may use reasonable averaging and
attribution methods in determining compensation under Sections 10.01, 10.04 and
10.05, and the provisions of such Sections shall survive repayment of the Loans
and any termination of this Agreement.

                                   ARTICLE XI

                         CONDITIONS TO CREDIT EXTENSIONS

     The obligation of each Lender to make any Credit Extension is subject to
the satisfaction of the following conditions precedent:

     11.01 Initial Credit Extension. The obligation of the Lenders to make the
initial Credit Extension is subject to the conditions precedent that the
Administrative Agent shall have received (a) all amounts which are then due and
payable pursuant to Section 9.07 and (to the extent billed) Section 16.03, (b)
evidence, reasonably satisfactory to the Administrative Agent that all
obligations (other than contingent indemnity obligations) of the Company,
Pentair Canada, Pentair UK and EuroPentair under the Existing Agreement have
been (or concurrently will be) paid in full, and (c) all of the following, each
duly executed and dated the Closing Date (or such earlier date as shall be
satisfactory to the Administrative Agent), in form and substance satisfactory to
the Administrative Agent, and each (except for the Notes, of which only the
originals shall be signed) in sufficient number of signed counterparts to
provide one for each Lender:

          (a) Notes. Any Notes.

          (b) Resolutions. Certified copies of resolutions of the Board of
     Directors (or other appropriate body) each Borrower authorizing or
     ratifying the execution, delivery and performance by such Borrower of this
     Agreement and any Note to be issued by such Borrower.

          (c) Incumbency and Signature Certificates. A certificate of the
     Secretary or an Assistant Secretary (or other appropriate official) of each
     Borrower certifying the names of the officer or officers of such entity
     authorized to sign this Agreement and any Note to be issued by such entity,
     together with a sample of the true signature of each such officer.

          (d) Opinions of Counsel. The opinions of (a) Louis L. Ainsworth,
     Senior Vice President and General Counsel of the Company, and (b) Mayer,
     Brown & Platt, special Illinois counsel to the Administrative Agent.

          (e) Closing Certificate. A certificate of a Senior Financial Officer
     of the Company to the effect that, except as disclosed in the Company's
     Form 10-Q filed on May 12, 2003, since December 31, 2002, no material
     adverse change has occurred in the business, assets, liabilities (actual or
     contingent), operations, condition (financial or otherwise) or prospects of
     the Company and its Subsidiaries taken as a whole.

          (f) Confirmation of Subsidiary Guaranty. A confirmation in the form of
     Exhibit K hereto executed by each Subsidiary that is a party to the
     Subsidiary Guaranty.

                                      -54-

<PAGE>

          (g) Other. Such other documents as the Administrative Agent or any
     Lender may reasonably request.

The certificate and opinions referred to in subsections (c) and (d) above shall
be dated no more than ten Business Days before the date of the first Borrowing
or the issuance of the first Letter of Credit, whichever is earlier.

     11.02 All Credit Extensions. The obligation of the applicable Lender to
make each Credit Extension (including the initial Credit Extension) is subject
to the conditions precedent that:

          (a) the applicable Borrower shall have delivered timely notice of such
     Credit Extension in accordance with the terms hereof;

          (b) no Event of Default or Unmatured Event of Default shall have
     occurred and be continuing or would result from such Credit Extension;

          (c) the representations and warranties of the Company contained in
     this Agreement shall be true on and as of the date of such Credit
     Extension; and

          (d) after giving effect to such Credit Extension, (i) the Total
     Outstandings will not exceed the Total Commitment and (ii) no applicable
     Sublimit or other limitation on Credit Extension hereunder will be
     exceeded.

Each request for a Credit Extension shall be deemed to be a representation and
warranty by the Company (and, if applicable, the Borrower requesting such Credit
Extension) that the conditions precedent specified in clauses (b), (c) and (d)
above have been satisfied.

     11.03 Certain Credit Extensions. The obligation of:

          (a) the UK Lender to make any UK Loan to any UK Borrower is subject to
     the condition precedent that the Administrative Agent shall have received
     (with sufficient copies for each Lender) an opinion of Faegre Benson Hobson
     Audley LLP (or other UK counsel to Pentair UK reasonably satisfactory to
     the Administrative Agent) as to the matters set forth on Schedule 11.03
     with respect to the applicable UK Borrower;

          (b) the Canadian Lender to make any Canadian Loan to any Canadian
     Borrower is subject to the condition precedent that the Administrative
     Agent shall have received (with sufficient copies for each Lender) an
     opinion of Gowling, Strathy & Henderson (or other Canadian counsel to
     Pentair Canada reasonably satisfactory to the Administrative Agent) as to
     the matters set forth on Schedule 11.03 with respect to the applicable
     Canadian Borrower;

          (c) the EMU Lender to make any EMU Loan to any EMU Borrower organized
     under the laws of Germany is subject to the condition precedent that the
     Administrative Agent shall have received (with sufficient copies for each
     Lender) an opinion of Faegre Benson Brendel (or other German counsel to
     EuroPentair reasonably

                                      -55-

<PAGE>

     satisfactory to the Administrative Agent) as to the matters set forth on
     Schedule 11.03 with respect to the applicable EMU Borrower; and

          (d) the EMU Lender to make any EMU Loan to any Borrower organized
     under the laws of Luxembourg is subject to the condition precedent that the
     Administrative Agent shall have received (with sufficient copies for each
     Lender) an opinion of Luxembourg counsel to Pentair Global reasonably
     satisfactory to the Administrative Agent) as to the matters set forth on
     Schedule 11.03 with respect to the applicable EMU Borrower.

                                   ARTICLE XII

                         REPRESENTATIONS AND WARRANTIES

     The Borrowers represent and warrant that:

     12.01 Corporate Existence and Power.

     (a) The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of Minnesota and has all corporate powers and all
material governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted.

     (b) EuroPentair GmbH, for so long as it is a Borrower hereunder, is a
limited liability company duly organized and validly existing under the laws of
Germany, with its seat in Straubenhardt, Germany and registered in the
Handelsregister in the Amtsgericht Pforzheim under file number HRB-3548, and has
all organizational powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted; and each other EMU Borrower organized under the laws of Germany, if
any, is a limited liability company or other entity duly organized and validly
existing under the laws of Germany, and has all organizational powers and all
material governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted.

     (c) Pentair Global, for so long as it is a Borrower hereunder, is a limited
liability company duly organized and validly existing under the laws of
Luxembourg and has all organizational powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted; and each other EMU Borrower organized under the laws
of Luxembourg, if any, is a limited liability company or other entity duly
organized and validly existing under the laws of Luxembourg and has all
organizational powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted.

     (d) Pentair Canada, Inc., for so long as it is a Borrower hereunder, is a
corporation duly incorporated, validly existing and in good standing under the
laws of Ontario, Canada and has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted; and each other Canadian Borrower, if any, is a
corporation or other entity duly organized, validly existing and in good
standing under the laws of a province of Canada and has all organizational
powers and all

                                      -56-

<PAGE>

material governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted.

     (e) Pentair UK, for so long as it is a Borrower hereunder, is a limited
company duly incorporated under the laws of England and Wales, has been in
continuous and unbroken existence since the date of its incorporation, and no
action is currently being taken by the Registrar of Companies for striking
Pentair UK off the register and dissolving it as defunct, and Pentair UK has all
corporate powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted; and
each other UK Borrower, if any, is a limited company or other entity duly
organized under the laws of England and Wales, has been in continuous and
unbroken existence since the date of its organization, and no action is
currently being taken by the Registrar of Companies for striking such UK
Borrower off the register and dissolving it as defunct, and each such UK
Borrower has all organizational powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted.

     12.02 Corporate and Governmental Authorization; Contravention. The
execution, delivery and performance by the Borrowers of this Agreement and the
Notes are within their respective corporate powers, have been duly authorized by
all necessary corporate action, require no action by or in respect of, or filing
with, any governmental body, agency or official and do not contravene, or
constitute a default under, any provision of applicable law or regulation or of
the certificate of incorporation or by-laws or other organizational documents of
any Borrower or of any agreement, judgment, injunction, order, decree or other
instrument binding upon any Borrower or result in the creation or imposition of
any Lien on any asset of the Company or any of its Subsidiaries (including any
Borrower).

     12.03 Binding Effect. This Agreement constitutes a valid and binding
agreement of each of the Borrowers, and the Notes, when executed and delivered
in accordance with this Agreement, will constitute valid and binding obligations
of the respective Borrowers.

     12.04 Financial Information.

     (a) The audited consolidated balance sheet of the Company and its
Consolidated Subsidiaries at December 31, 2002, and the related consolidated
statements of income and cash flows for the fiscal year then ended, reported on
by Deloitte & Touche LLP and set forth in the Company's annual report for the
year ended December 31, 2002, as filed with the Securities and Exchange
Commission on Form 10-K, a copy of which has been delivered to each Lender,
fairly present, in conformity with GAAP, the consolidated financial position of
the Company and its Consolidated Subsidiaries at such date and their
consolidated results of operations and cash flows for such fiscal year.

     (b) The unaudited consolidated balance sheet of the Company and its
Consolidated Subsidiaries at March 29, 2003 and the related unaudited
consolidated statements of income and cash flows for the three months then
ended, set forth in the Company's quarterly report for the fiscal quarter ended
March 29, 2003 as filed with the Securities and Exchange Commission on Form
10-Q, a copy of which has been delivered to each Lender, fairly present, in
conformity with GAAP applied on a basis consistent with the financial statements
referred to in paragraph

                                      -57-

<PAGE>

(a) of this Section, the consolidated financial position of the Company and its
Consolidated Subsidiaries at such date and their consolidated results of
operations and cash flows for such three-month period (subject to normal
year-end adjustments and the absence of footnotes).

     (c) Except as disclosed in the Company's Form 10-Q filed on May 12, 2003,
since December 31, 2002, there has been no material adverse change in the
business, financial position, results of operations or prospects of the Company
and its Consolidated Subsidiaries, considered as a whole.

     12.05 Litigation. Except as disclosed on Schedule 12.05, there is no
action, suit or proceeding pending, or to the knowledge of any of the Borrowers
threatened, against or affecting any of the Borrowers or any of their respective
Subsidiaries before any court or arbitrator or any governmental body, agency or
official in which there is a reasonable possibility of an adverse decision which
could materially adversely affect the business, consolidated financial position
or consolidated results of operations of the Company and its Consolidated
Subsidiaries, taken as a whole, or which in any manner questions the validity of
this Agreement or the Notes.

     12.06 Compliance with ERISA. Each of the Company and each ERISA Affiliate
has fulfilled its obligations under the minimum funding standards of ERISA and
the Code with respect to each applicable Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the
Code, and has not incurred any material liability to the PBGC or a Plan under
Title IV of ERISA (other than premiums which have been timely paid or for which
an extension of the time for payment has been granted).

     12.07 Taxes. The Borrowers and their respective Subsidiaries have filed all
foreign, United States federal, state and local income, excise and other tax
returns which are required to be filed by them and have paid or made provision
for the payment of all taxes which have become due pursuant to such returns or
pursuant to any assessment in respect thereof received by any Borrower or any of
its Subsidiaries, except such taxes, if any, as are being contested in good
faith and for which adequate reserves have been provided. The federal income tax
liability, if any, of the Borrowers and their respective Subsidiaries has been
examined by the IRS and paid for all years prior to and including the fiscal
year ended December 31, 1996.

     12.08 Subsidiaries. Each of the Borrowers' respective Subsidiaries is a
corporation duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of incorporation and has all corporate powers and all
material governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted.

     12.09 Not an Investment Company. None of the Borrowers is an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

     12.10 Environmental Matters. The Company conducts in the ordinary course of
business a review of the effect of existing Environmental Laws and existing
Environmental Claims on business, operations and properties of the Company and
its Subsidiaries, and as a result thereof the Company has reasonably concluded
that such Environmental Laws and Environmental Claims could not, individually or
in the aggregate, reasonably be expected to

                                      -58-

<PAGE>

have a material adverse effect on the business, consolidated financial position
or consolidated results of operations of the Company and its Subsidiaries taken
as a whole.

     12.11 Tax Shelter Regulations. The Borrowers do not intend to treat the
Loans and/or Letters of Credit and related transactions as being a "reportable
transaction" (within the meaning of Treasury Regulation Section 1.6011-4). In
the event any Borrower determines to take any action inconsistent with such
intention, it will promptly notify the Administrative Agent thereof. If the
Borrower so notifies the Administrative Agent, the Borrower acknowledges that
one or more of the Lenders may treat its Committed Loans, Bid Loans and/or its
interest in Swing Line Loans and/or Letters of Credit as part of a transaction
that is subject to Treasury Regulation Section 301.6112-1, and such Lender or
Lenders, as applicable, will maintain the lists and other records required by
such Treasury Regulation.

     12.12 Insurance. The properties of the Company and its Subsidiaries are
insured with financially sound and reputable insurance companies (and/or
pursuant to a self-insurance program) in such amounts, with such deductibles and
covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Company or the
applicable Subsidiary operates.

     12.13 Default. No Event of Default or Unmatured Event of Default has
occurred and is continuing.

     12.14 Use of Proceeds. The Borrowers will use the proceeds of the Credit
Extensions solely for the purposes described in Section 13.07.

                                  ARTICLE XIII

                                    COVENANTS

     The Borrowers agree that so long as any Lender has any Commitment hereunder
or any amount payable by any Borrower hereunder remains unpaid:

     13.01 Information. The Company will deliver to the Administrative Agent and
each of the Lenders:

          (a) as soon as available and in any event within 90 days after the end
     of each fiscal year of the Company, commencing with the fiscal year ending
     December 31, 2003, a consolidated balance sheet of the Company and its
     Consolidated Subsidiaries at the end of such fiscal year and the related
     consolidated statements of income and cash flows for such fiscal year,
     setting forth in each case in comparative form the figures for the previous
     fiscal year, all reported on in accordance with the rules and regulations
     of the Securities and Exchange Commission and audited by Deloitte & Touche
     LLP or other independent public accountants of nationally recognized
     standing;

          (b) as soon as available and in any event within 45 days after the end
     of each of the first three quarters of each fiscal year of the Company,
     commencing with the fiscal quarter ending June 30, 2003, a consolidated
     balance sheet of the Company and its Consolidated Subsidiaries at the end
     of such quarter and the related consolidated

                                      -59-

<PAGE>

     statements of income and cash flows for such quarter and for the portion of
     the Company's fiscal year ended at the end of such quarter, setting forth
     in each case in comparative form the figures for the corresponding quarter
     and the corresponding portion of the Company's previous fiscal year, all
     certified (subject to normal year-end adjustments and the absence of
     footnotes) as to fairness of presentation, GAAP and consistency by a Senior
     Financial Officer;

          (c) simultaneously with the delivery of each set of financial
     statements referred to in subsections (a) and (b) above, a certificate of a
     Senior Financial Officer (i) setting forth in reasonable detail the
     calculations required to establish whether the Company was in compliance
     with the requirements of Sections 13.02 and 13.03 on the date of such
     financial statements and (ii) stating whether there exists on the date of
     such certificate any Event of Default or Unmatured Event of Default and, if
     any such event then exists, setting forth the details thereof and the
     action which the Company is taking or proposes to take with respect
     thereto;

          (d) forthwith upon the occurrence of any Event of Default or Unmatured
     Event of Default, a certificate of the chief financial officer, the chief
     accounting officer or the vice president-treasurer of the Company setting
     forth the details thereof and the action which the Company is taking or
     proposes to take with respect thereto;

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

          (f) promptly upon the filing thereof, copies of all registration
     statements (other than the exhibits thereto and any registration statements
     on Form S-8 or its equivalent) and annual, quarterly or monthly reports
     which the Company shall have filed with the Securities and Exchange
     Commission;

          (g) if and when the Company or ERISA Affiliate or is required to give
     notice to the PBGC of any "reportable event" (as defined in Section 4043 of
     ERISA) with respect to any Plan which might constitute grounds for a
     termination of such Plan under Title IV of ERISA, or knows that the plan
     administrator of any Plan has given or is required to give notice of any
     such reportable event, a copy of the notice of such reportable event given
     or required to be given to the PBGC;

          (h) promptly upon obtaining knowledge thereof, the commencement of, or
     any material development in, any material litigation or governmental
     proceeding affecting the Company or any Subsidiary, including pursuant to
     any applicable Environmental Law;

          (i) promptly upon the occurrence thereof, notice of any change in the
     Company's credit rating by Moody's or S& P;

          (j) promptly after any Borrower has notified the Administrative Agent
     of any intention by such Borrower to treat the Loans and/or Letters of
     Credit and related transactions as being a "reportable transaction" (within
     the meaning of Treasury

                                      -60-

<PAGE>

     Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any
     successor form;

          (k) from time to time such additional information regarding the
     financial position or business of the Borrowers as the Administrative
     Agent, at the request of any Lender, may reasonably request; and

          (l) documents required to be delivered pursuant to Section 13.01(a),
     (b) or (f) (to the extent any such documents are included in materials
     otherwise filed with the SEC) may be delivered electronically and if so
     delivered, shall be deemed to have been delivered on the date (i) on which
     the Company posts such documents, or provides a link thereto, on the
     Company's website on the Internet at the website address listed on Schedule
     16.01; or (ii) on which such documents are posted on the Company's behalf
     on IntraLinks/IntraAgency or another relevant website, if any, to which
     each Lender and the Administrative Agent have access (whether a commercial,
     third-party website or whether sponsored by the Administrative Agent);
     provided that: (i) the Company shall deliver paper copies of such documents
     to the Administrative Agent or any Lender that requests the Company to
     deliver such paper copies until a written request to cease delivering paper
     copies is given by the Administrative Agent or such Lender and (ii) the
     Company shall notify (which may be by facsimile or electronic mail) the
     Administrative Agent and each Lender of the posting of any such documents
     and provide to the Administrative Agent by electronic mail electronic
     versions (i.e., soft copies) of such documents. Notwithstanding anything
     contained herein, in every instance the Company shall be required to
     provide paper copies of the certificates required by Section 13.01(c) to
     the Administrative Agent and each of the Lenders. Except for such
     certificates, the Administrative Agent shall have no obligation to request
     the delivery or to maintain copies of the documents referred to above, and
     in any event shall have no responsibility to monitor compliance by the
     Company with any such request for delivery, and each Lender shall be solely
     responsible for requesting delivery to it or maintaining its copies of such
     documents.

     13.02 Maximum Leverage Ratio. The Company shall not at any time permit the
Leverage Ratio to exceed 3.00 to 1.00.

     13.03 Minimum Interest Coverage Ratio. The Company shall not permit the
Interest Coverage Ratio for any period of four consecutive fiscal quarters of
the Company ending on the last day of a fiscal quarter of the Company to be less
than 3.00 to 1.00.

     13.04 Negative Pledge. Neither the Company nor any Subsidiary will create,
assume or suffer to exist any Lien on any asset now owned or hereafter acquired
by any of them, except:

          (a) any Lien existing on the date of this Agreement and disclosed in
     the financial statements referred to in Section 12.04 or set forth in
     Schedule 13.04, and any extension, renewal or replacement of any such Lien
     so long as the principal amount secured thereby is not increased and the
     scope of the property subject to such Lien is not extended;

                                      -61-

<PAGE>

          (b) Liens imposed by law for taxes, assessments or charges of any
     Governmental Authority for claims not yet due, or to the extent that such
     Lien is being contested in good faith by appropriate proceedings and
     adequate reserves in accordance with GAAP are being maintained therefor,
     provided that no notice of Lien has been filed or recorded under the Code;

          (c) statutory Liens of landlords and Liens of carriers, warehousemen,
     mechanics, materialmen and other Liens imposed by law or created in the
     ordinary course of business which are not delinquent or remain payable
     without penalty or which are being contested in good faith by appropriate
     proceedings, which proceedings have the effect of preventing the forfeiture
     or sale of the property subject thereto;

          (d) Liens (other than any Lien imposed by ERISA) consisting of pledges
     or deposits required in the ordinary course of business in connection with
     workers' compensation, unemployment insurance and other social security
     legislation;

          (e) Liens on property of the Company or any Subsidiary securing (i)
     the non-delinquent performance of bids, trade contracts (other than for
     borrowed money), leases or statutory obligations, (ii) surety bonds
     (excluding appeal bonds and other bonds posted in connection with court
     proceedings or judgments) and (iii) other non-delinquent obligations of a
     like nature in each case incurred in the ordinary course of business;

          (f) Liens consisting of judgment or judicial attachment liens and
     Liens securing contingent obligations on appeal bonds and other bonds
     posted in connection with court proceedings or judgments, provided that (i)
     in the case of judgment and judicial attachment liens, the enforcement of
     such Liens is effectively stayed, and (ii) all such Liens in the aggregate
     at any time outstanding for the Company and its Subsidiaries do not exceed
     US$10,000,000;

          (g) easements, rights-of-way, restrictions and other similar
     encumbrances incurred in the ordinary course of business which,
     individually or in the aggregate, do not materially detract from the value
     of the property subject thereto or materially interfere with the ordinary
     conduct of the businesses of the Company and its Subsidiaries;

          (h) Liens securing obligations in respect of capital leases on assets
     subject to such leases, provided that such capital leases are otherwise
     permitted hereunder;

          (i) Liens arising solely by virtue of any statutory or common law
     provision relating to banker's liens, rights of set-off or similar rights
     and remedies as to deposit accounts or other funds maintained with a
     creditor depository institution; provided that (i) such deposit account is
     not a dedicated cash collateral account and is not subject to restrictions
     against access by the Company or the applicable Subsidiary in excess of
     those set forth by regulations promulgated by the FRB and (ii) such deposit
     account is not intended by the Company or any Subsidiary to provide
     collateral to the depository institution;

          (j) Liens arising in connection with Securitization Transactions;
     provided that the aggregate investment or claim held at any time by all
     purchasers, assignees or other

                                      -62-

<PAGE>

     transferees of (or of interests in) receivables and other rights to payment
     in all Securitization Transactions shall not at any time exceed in the
     aggregate US$150,000,000; and

          (k) in addition to Liens permitted by subsections (a) through (j)
     above, other Liens securing Debt in a Dollar Equivalent amount not
     exceeding 12.5% of Consolidated Shareholders' Equity.

     13.05 Consolidations, Mergers and Sales of Assets; Acquisitions.

     (a) No Borrower will merge or consolidate with any other non-affiliated
Person or sell, lease, transfer or otherwise dispose of substantially all of its
assets as an entirety to any other Person unless:

          (i) the Person surviving the merger or consolidation is the applicable
     Borrower; and

          (ii) immediately after giving effect to any such action, no Event of
     Default or Unmatured Event of Default shall have occurred and be
     continuing.

     (b) The Company will not, and will not permit any Subsidiary to, make any
Acquisition other than Permitted Acquisitions.

     13.06 Subsidiary Debt. The Company will not at any time permit the
aggregate amount of all outstanding Debt of its Subsidiaries, excluding:

          (a) Debt arising under Securitization Transactions in an aggregate
     amount not exceeding US$150,000,000;

          (b) Debt under this Agreement;

          (c) Debt of Subsidiaries existing as of the Closing Date and
     identified on Schedule 13.06;

          (d) Debt under the Subsidiary Guaranty; and

          (e) so long as the Subsidiary Guaranty is in effect, Debt arising
     under unsecured guaranties of other Senior Debt of the Company;

to exceed fifteen percent (15%) of Consolidated Shareholders' Equity.

     13.07 Use of Proceeds. The proceeds of the Loans will be used by the
Borrowers to refinance indebtedness, for commercial paper back-up, for working
capital and for all other general corporate purposes (including Acquisitions
permitted hereunder). None of such proceeds will be used, directly or
indirectly, for the purpose, whether immediate, incidental or ultimate, of
purchasing or carrying any "margin stock" in violation of Regulation U of the
FRB.

                                      -63-

<PAGE>

     13.08 Compliance with Contractual Obligations and Law. The Company shall,
and shall cause each Subsidiary to, comply with all material contractual
obligations of each such entity and all Requirements of Law of any Governmental
Authority having jurisdiction over it or its business the non-compliance with
which might have a Material Adverse Effect. Without limiting the foregoing, the
Company shall, and shall cause each of its Subsidiaries to, conduct its
operations in compliance with all Environmental Laws, except for such
noncompliance which individually or in the aggregate would not be reasonably
expected to result in material liability to the Company and its Subsidiaries
taken as a whole.

     13.09 Securitization Transactions. The Company shall not, and shall not
permit any Subsidiary to, permit the aggregate outstanding investment or claim
held by purchasers, assignees or transferees of (or of interests in) receivables
of the Company and its Subsidiaries in connection with Securitization
Transactions to exceed a Dollar Equivalent amount of US$150,000,000.

     13.10 Insurance. The Company shall, and shall cause each Subsidiary to,
maintain, with financially sound and reputable insurers (and/or pursuant to a
self-insurance program), insurance with respect to its properties and business
against loss or damage of the kinds customarily insured against by Persons
engaged in the same or similar businesses, of such types and in such amounts as
are customarily carried under similar circumstances by such other Persons.

     13.11 Ownership of Borrowers. The Company shall at all times own and
control, directly or indirectly, all of the equity interests (other than
directors' qualifying shares) of each of the other Borrowers (unless, in the
case of any such Borrower, such Borrower has paid all of its obligations
hereunder and notified the Administrative Agent that it shall no longer be a
"Borrower" hereunder and shall cease to be a party hereto).

     13.12 Subsidiary Guaranty. The Company will take, and will cause its
Subsidiaries to take, such actions as are reasonably necessary or as the
Administrative Agent may reasonably request (including delivery of authorization
documents and customary opinions of counsel) so that (subject to the proviso
below) all of the Company's obligations hereunder are guaranteed by Subsidiaries
(other than Foreign Subsidiaries) that, in the aggregate together with the
Company, own 90% or more of the consolidated assets of the Company and its
Subsidiaries (excluding Foreign Subsidiaries) and earned 90% or more of the
consolidated revenue of the Company and its Subsidiaries (excluding Foreign
Subsidiaries) during the most recent period of four consecutive fiscal quarters
(excluding the revenues of any Subsidiary or business unit which has been
divested or liquidated on or prior to any date of determination), in each case
pursuant to the Subsidiary Guaranty; provided that the provisions of this
Section 13.12 shall cease to be effective (and thereafter no Subsidiary shall be
obligated to guarantee the Company's obligations hereunder) on the first date
after the date hereof on which the Company's long term senior unsecured
non-credit-enhanced public Debt is rated BBB or better by S&P and Baa2 or better
by Moody's.

                                      -64-

<PAGE>

                                   ARTICLE XIV

                                EVENT OF DEFAULT

     14.01 Events of Default. If one or more of the following events shall have
occurred and be continuing:

          (a) any of the Borrowers shall fail to pay within two Business Days of
     the date due any principal of any Loan; or any of the Borrowers shall fail
     to pay within five days of the date due any interest on any Loan, any fee
     or any other amount payable hereunder;

          (b) any of the Borrowers shall fail to observe or perform any covenant
     contained in Sections 13.02 to 13.07, inclusive, or Section 13.09;

          (c) any of the Borrowers shall fail to observe or perform any other
     covenant or agreement contained in this Agreement for 30 days after the
     earlier of (i) the date on which written notice thereof has been given to
     the Company by the Administrative Agent at the request of any Lender or
     (ii) if the Company fails to promptly notify the Administrative Agent and
     the Lenders of such failure as required by Section 13.01(d), the date on
     which the chief executive officer, the chief financial officer, the chief
     accounting officer or the vice president-treasurer of the Company had
     actual knowledge of such failure;

          (d) any representation, warranty, certification or statement made by
     any of the Borrowers in this Agreement or in any certificate, financial
     statement or other document delivered pursuant to this Agreement shall
     prove to have been incorrect in any material respect when made;

          (e) the Company or any Subsidiary (i) fails to make any payment of
     Material Financial Obligations when due (whether by scheduled maturity,
     required prepayment, acceleration, demand or otherwise, but after giving
     effect to any applicable grace or cure period); or (ii) fails to perform or
     observe any other condition or covenant, or any other event shall occur or
     condition exist, under one or more agreements or instruments relating to
     Material Financial Obligations, if the effect of such failure, event or
     condition is to cause (or require), or to permit the holder or holders of
     such Material Financial Obligations (or the beneficiary or beneficiaries of
     such Material Financial Obligations (or a trustee or agent on behalf of
     such holder or holders or beneficiary or beneficiaries)) to cause (or
     require), such Material Financial Obligations to become due and payable (or
     to be purchased, repurchased, defeased or cash collateralized) prior to the
     stated maturity thereof;

          (f) the Company or any Material Subsidiary shall commence a voluntary
     case or other proceeding seeking liquidation, reorganization or other
     relief with respect to itself or its debts under any bankruptcy, insolvency
     or other similar law now or hereafter in effect or seeking the appointment
     of a trustee, receiver, liquidator, custodian or other similar official of
     it or any substantial part of its property or shall consent to any such

                                      -65-

<PAGE>

     relief or to the appointment of or taking possession by any such official
     in an involuntary case or other proceeding commenced against it or shall
     make a general assignment for the benefit of creditors or shall commence or
     consent to a proceeding for approval of a plan of arrangement with respect
     to its debts or shall fail generally to pay its debts as they become due or
     shall take any corporate action to authorize any of the foregoing;

          (g) an involuntary case or other proceeding shall be commenced against
     the Company or any Material Subsidiary seeking liquidation, reorganization
     or other relief with respect to it or its debts under any bankruptcy,
     insolvency or other similar law now or hereafter in effect or seeking the
     appointment of a trustee, receiver, liquidator, custodian or other similar
     official of it or any substantial part of its property and such involuntary
     case or other proceeding shall remain undismissed and unstayed for a period
     of 60 days; or an order for relief shall be entered against the Company or
     any Material Subsidiary under the federal bankruptcy laws or similar
     bankruptcy or insolvency laws of any other applicable jurisdiction as now
     or hereafter in effect;

          (h) the Company or any ERISA Affiliate shall fail to pay when due an
     amount or amounts aggregating in excess of US$15,000,000 which it shall
     have become liable to pay to the PBGC or to a Plan under Title IV of ERISA;
     or the Company or ERISA Affiliate shall file a distress termination notice
     with the PBGC and the amount of the Unfunded Vested Liabilities under that
     filing exceeds US$10,000,000; or the PBGC shall institute judicial
     proceedings under Title IV of ERISA to terminate or to cause a trustee to
     be appointed to administer any such Plan or Plans which have Unfunded
     Vested Liabilities in an aggregate amount exceeding US$10,000,000; or a
     judicial proceeding shall be instituted by a fiduciary of any such Plan or
     Plans to enforce Section 515 of ERISA, the aggregate amount of delinquent
     contributions claimed to be owed pursuant to such Section 515 in such
     proceeding shall exceed US$10,000,000, and such proceeding shall not have
     been dismissed within 30 days;

          (i) a judgment or order for the payment of money in excess of a Dollar
     Equivalent amount of US $30,000,000 shall be rendered against any Borrower
     or any of its respective Subsidiaries (net of insurance proceeds in the
     event a solvent insurer with an investment grade long term bond rating has
     acknowledged in writing its obligation to satisfy such judgment) and such
     judgment or order shall continue unsatisfied and unstayed for a period of
     60 days;

          (j) any Person or two or more Persons acting in concert shall have
     acquired beneficial ownership (within the meaning of Rule 13d-3 of the
     Securities and Exchange Commission under the Securities Exchange Act of
     1934) of 30% or more of the outstanding shares of voting stock of the
     Company;

          (k) within a period of twelve consecutive months, three-fourths of the
     directors of the board of directors of the Company shall have changed;

          (l) this Agreement, the Notes or any other document executed in
     connection herewith, at any time after its execution and delivery and for
     any reason other than as expressly permitted hereunder or satisfaction in
     full of all the obligations hereunder,

                                      -66-

<PAGE>

     ceases to be in full force and effect; or any Borrower or any other Person
     contests in any manner the validity or enforceability of any such document;
     or any Borrower or any other Person denies that it has any or further
     liability or obligation under any such document, or purports to revoke,
     terminate or rescind any such document; or

          (m) at any time during which the Subsidiary Guaranty is required to be
     in effect pursuant to Section 13.12, the Subsidiary Guaranty shall cease to
     be in full force and effect with respect to any Subsidiary Guarantor (other
     than as a result of such Subsidiary Guarantor ceasing to be a Subsidiary
     pursuant to a transaction permitted hereunder), any Subsidiary Guarantor
     shall fail (subject to any applicable grace period) to comply with or to
     perform any applicable provision of the Subsidiary Guaranty, or any
     Subsidiary Guarantor (or any Person by, through or on behalf of such
     Subsidiary Guarantor) shall contest in any manner the validity, binding
     nature or enforceability of the Subsidiary Guaranty with respect to such
     Subsidiary Guarantor.

then, and in any such event,

          (1) in the case of any Event of Default specified in subsection (f) or
     (g) above, without any notice to the Borrowers or any other act by the
     Administrative Agent or any Lender, the Commitments shall immediately
     terminate and the Loans and all other obligations of the Borrowers
     hereunder shall become immediately due and payable without presentment,
     demand, protest or other notice of any kind, all of which are hereby waived
     by the Borrowers; and

          (2)  in the case of any other Event of Default, the Administrative
               Agent shall (i) if requested by the Required Lenders, by notice
               to the Borrowers (with a copy to all Lenders), terminate the
               Commitments, which shall thereupon immediately terminate, and/or
               (ii) if requested by the Required Lenders, by notice to the
               Borrowers (with a copy to all Lenders), declare the Loans and all
               other obligations of the Borrowers hereunder to be, and the Loans
               and such obligations shall thereupon become, immediately due and
               payable, in each case without presentment, demand, protest or
               other notice of any kind, all of which are hereby waived by the
               Borrowers.

     14.02 Notice of Default. The Administrative Agent shall give notice to the
Borrowers under subsection 14.01(c) promptly upon being requested to do so by
any Lender and shall thereupon notify all the Lenders thereof.

     14.03 Cash Collateral for Letters of Credit. In addition to the remedies
specified above, if any Event of Default described in subsection 14.01(f) or (g)
shall have occurred, or if any other Event of Default described in Section 14.01
shall have occurred and be continuing and the Administrative Agent shall (at the
request of the Required Lenders) have demanded that the Borrowers provide cash
collateral for the L/C Obligations, the Company shall pay to the Issuing Bank an
amount equal to the then outstanding L/C Obligations. Such payment shall be in
Same Day Funds which shall be held by such Administrative Agent in a cash
collateral account until all outstanding Letters of Credit are terminated
without payment or are paid. In the event the Company defaults in the payment of
any L/C Obligations, the proceeds of the cash collateral

                                      -67-

<PAGE>

account shall be applied to the payment thereof. The Company acknowledges and
agrees that the Lenders would not have an adequate remedy at law for failure by
the Company to pay immediately to the Administrative Agent the amount provided
under this Section, and that the Administrative Agent and the Lenders shall have
the right to require the Company to perform specifically such undertaking
whether or not any of the L/C Obligations are due and payable.

                                   ARTICLE XV

                            THE ADMINISTRATIVE AGENT

     15.01 Appointment and Authorization. (a) Each Lender hereby irrevocably
(subject to Section 15.09) appoints, designates and authorizes the
Administrative Agent to take such action on its behalf under the provisions of
this Agreement and to exercise such powers and perform such duties as are
expressly delegated to it by the terms of this Agreement, together with such
powers as are reasonably incidental thereto. Notwithstanding any provision to
the contrary contained elsewhere in this Agreement, the Administrative Agent
shall not have any duties or responsibilities, except those expressly set forth
herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Administrative Agent. Without limiting
the generality of the foregoing sentence, the use of the term "agent" in this
Agreement with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable law. Instead, such term is used merely as a matter of
market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.

     (b) The Issuing Bank shall act on behalf of the Lenders with respect to any
Letters of Credit Issued by it and the documents associated therewith until such
time and except for so long as the Administrative Agent may agree at the request
of the Required Lenders to act for the Issuing Bank with respect thereto;
provided that the Issuing Bank shall have all of the benefits and immunities (i)
provided to the Administrative Agent in this Article XV with respect to any acts
taken or omissions suffered by the Issuing Bank in connection with Letters of
Credit Issued by it or proposed to be Issued by it and the L/C Related Documents
as fully as if the term "Administrative Agent", as used in this Article XV,
included the Issuing Bank with respect to such acts or omissions and (ii) as
additionally provided in this Agreement with respect to the Issuing Bank.

     (c) Each of the UK Lender, the Canadian Lender, the EMU Lender and the
Swing Line Lender shall have all of the benefits and immunities (i) provided to
the Administrative Agent in this Article XV with respect to any acts taken or
omissions suffered by such Person in connection with UK Loans, Canadian Loans,
EMU Loans and Swing Line Loans, as the case may be, made or proposed to be made
by it as fully as if the term "Administrative Agent," as used in this Article
XV, included the UK Lender, the Canadian Lender, the EMU Lender and the Swing
Line Lender, as the case may be, with respect to such acts or omissions and (ii)
as additionally provided in this Agreement with respect to the UK Lender, the
Canadian Lender, the EMU Lender and the Swing Line Lender.

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<PAGE>

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

     15.03 Liability of Administrative Agent. None of the Agent-Related Persons
shall (i) be liable for any action taken or omitted to be taken by any of them
under or in connection with this Agreement or the transactions contemplated
hereby (except for its own gross negligence or willful misconduct) or (ii) be
responsible in any manner to any of the Lenders for any recital, statement,
representation or warranty made by the Company or any Subsidiary or Affiliate of
the Company, or any officer thereof, contained in this Agreement, or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, this
Agreement, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any Note, or for any failure of the Company,
any other Borrower or any other Person to perform its obligations hereunder. No
Agent-Related Person shall be under any obligation to any Lender to ascertain or
to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or to inspect the properties,
books or records of the Company or any of its Subsidiaries or Affiliates.

     15.04 Reliance by Administrative Agent.

          (i) The Administrative Agent shall be entitled to rely, and shall be
     fully protected in relying, upon any writing, resolution, notice, consent,
     certificate, affidavit, letter, telegram, facsimile, telex or telephone
     message, statement or other document or conversation believed by it to be
     genuine and correct and to have been signed, sent or made by the proper
     Person or Persons, and upon advice and statements of legal counsel
     (including counsel to the Company), independent accountants and other
     experts selected by the Administrative Agent. The Administrative Agent
     shall be fully justified in failing or refusing to take any action under
     this Agreement unless it shall first receive such advice or concurrence of
     the Required Lenders as it deems appropriate and, if it so requests, it
     shall first be indemnified to its satisfaction by the Lenders against any
     and all liability and expense which may be incurred by it by reason of
     taking or continuing to take any such action. The Administrative Agent
     shall in all cases be fully protected in acting, or in refraining from
     acting, under this Agreement in accordance with a request or consent of the
     Required Lenders, and such request and any action taken or failure to act
     pursuant thereto shall be binding upon all of the Lenders.

          (ii) For purposes of determining compliance with the conditions
     specified in Article XI, each Lender that has executed this Agreement and
     funded its initial Loans on the Closing Date shall be deemed to have
     consented to, approved or accepted, or to be satisfied with, each document
     or other matter either sent by the Administrative Agent to such Lender for
     consent, approval, acceptance or satisfaction, or required hereunder to be
     consented to or approved by or acceptable or satisfactory to such Lender.

     15.05 Notice of Default. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Event of Default or Unmatured
Event of Default,

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<PAGE>

except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Administrative Agent for the account of the Lenders,
unless the Administrative Agent shall have received written notice from a Lender
or a Borrower referring to this Agreement, describing such Event of Default or
Unmatured Event of Default and stating that such notice is a "notice of
default". If the Administrative Agent receives such a notice, the Administrative
Agent will promptly notify the Lenders of its receipt thereof. The
Administrative Agent shall take such action with respect to such Event of
Default or Unmatured Event of Default as may be requested by the Required
Lenders in accordance with Article XIV; provided that unless and until the
Administrative Agent has received any such request, the Administrative Agent may
(but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Event of Default or Unmatured Event of Default as
it shall deem advisable or in the best interest of the Lenders.

     15.06 Credit Decision. Each Lender acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that no
act by the Administrative Agent hereafter taken, including any review of the
affairs of Company and its Subsidiaries, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Lender. Each
Lender represents to the Administrative Agent that it has, independently and
without reliance upon any Agent-Related Person and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of Company and its Subsidiaries, and all
applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and to extend
credit to the Borrowers hereunder. Each Lender also represents that it will,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement, and to make such investigations as it
deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrowers.
Except for notices, reports and other documents expressly herein required to be
furnished to the Lenders by the Administrative Agent, the Administrative Agent
shall have no duty or responsibility to provide any Lender with any credit or
other information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of the Borrowers which may
come into the possession of any of the Agent-Related Persons.

     15.07 Indemnification of Administrative Agent. Whether or not the
transactions contemplated hereby are consummated, the Committed Lenders shall
indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by
or on behalf of the Borrowers and without limiting the obligation of the
Borrowers to do so), in accordance with their Pro Rata Shares, from and against
any and all Indemnified Liabilities; provided that no Committed Lender shall be
liable for the payment to any Agent-Related Person of any portion of the
Indemnified Liabilities to the extent resulting from such Person's gross
negligence or willful misconduct. Without limitation of the foregoing, each
Committed Lender shall reimburse the Administrative Agent upon demand for its
Pro Rata Share of any costs or out-of-pocket expenses (including the reasonable
fees and changes of counsel for the Administrative Agent) incurred by the
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or

                                      -70-

<PAGE>

otherwise) of, or legal advice in respect of rights or responsibilities under,
this Agreement or any document contemplated by or referred to herein, to the
extent that the Administrative Agent is not reimbursed for such expenses by or
on behalf of the Borrowers. The undertakings in this Section shall survive the
termination hereof and the resignation or replacement of the Administrative
Agent.

     15.08 Administrative Agent in Individual Capacity. Bank of America and its
Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory, underwriting or other business with the
Company and its Subsidiaries and Affiliates as though Bank of America were not
the Administrative Agent and the Issuing Bank, in each case without notice to or
consent of the Lenders. The Lenders acknowledge that, pursuant to such
activities, Bank of America or its Affiliates may receive information regarding
the Company or its Affiliates (including information that may be subject to
confidentiality obligations in favor of the Company or an Affiliate) and
acknowledge that Bank of America and its Affiliates shall be under no obligation
to provide such information to them. With respect to its Loans, Bank of America
(and any of its Affiliates which is or may become a Lender) shall have the same
rights and powers under this Agreement as any other Lender and may exercise the
same as though it were not the Administrative Agent, the EMU Lender or the
Issuing Bank.

     15.09 Successor Administrative Agent. The Administrative Agent may, and at
the request of the Required Lenders shall, resign as the Administrative Agent
upon 30 days' notice to the Lenders; provided that any such resignation by Bank
of America shall also constitute its resignation as Issuing Bank. If the
Administrative Agent resigns under this Agreement, the Required Lenders shall
appoint from among the Committed Lenders a successor Administrative Agent, which
successor agent shall, so long as no Event of Default exists, be subject to the
approval of the Company (which approval shall not be unreasonably withheld or
delayed). If no successor agent is appointed prior to the effective date of the
resignation of the Administrative Agent, the Administrative Agent may appoint,
after consulting with the Lenders and the Company, a successor Administrative
Agent from among the Committed Lenders and the Company. Upon the acceptance of
its appointment as successor agent hereunder, such successor agent shall succeed
to all the rights, powers and duties of the applicable retiring Administrative
Agent and the term "Administrative Agent" shall mean such successor agent and
the retiring Agent's appointment, powers and duties as Administrative Agent
shall be terminated. After any retiring Administrative Agent's resignation
hereunder as Administrative Agent, the provisions of this Article XV and Section
16.03 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was the Administrative Agent under this Agreement. If no
successor agent has accepted appointment as the Administrative Agent by the date
which is 30 days following a retiring Administrative Agent's notice of
resignation, such retiring Administrative Agent's resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of
the Administrative Agent hereunder until such time, if any, as the Required
Lenders appoint a successor agent as provided for above. Notwithstanding the
foregoing, however, Bank of America may not be removed as the Agent at the
request of the Required Lenders unless Bank of America or any Affiliate of Bank
of America shall also simultaneously be replaced as EMU Lender and as Issuing
Bank pursuant to documentation in form and substance reasonably satisfactory to
Bank of America and, if applicable, such Affiliate.

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<PAGE>

     15.10 Withholding Tax.

     (a) If any Committed Lender claims exemption from, or reduction of,
withholding tax under a United States tax treaty by providing IRS Form W-8BEN
(or any applicable successor form) to the Administrative Agent and such
Committed Lender sells, assigns, grants a participation in or otherwise
transfers all or part of the obligations of the Company to such Committed
Lender, such Committed Lender agrees to notify the Administrative Agent of the
percentage amount in which it is no longer the beneficial owner of the
obligations of the Company to such Committed Lender. To the extent of such
percentage amount, the Administrative Agent will treat such Committed Lender's
IRS Form W-8BEN (or such successor form) as no longer valid, and such Committed
Lender agrees to undertake sole responsibility for complying with the
withholding tax requirements imposed by Sections 1441 and 1442 of the Code.

     (b) If any Committed Lender claiming exemption from United States
withholding tax by filing IRS Form W-8ECI (or any applicable successor form)
with the Administrative Agent sells, assigns, grants a participation in or
otherwise transfers all or part of the obligations of the Company to such
Committed Lender, such Committed Lender agrees to undertake sole responsibility
for complying with the withholding tax requirements imposed by Sections 1441 and
1442 of the Code.

     (c) If any Committed Lender is entitled to a reduction in the applicable
withholding tax, the Administrative Agent may withhold from any interest payment
to such Committed Lender an amount equivalent to the applicable withholding tax
after taking into account such reduction. If any forms or other documentation
required by subsection 10.05(e) are not delivered to the Administrative Agent by
any Committed Lender, then the Administrative Agent may withhold from any
interest payment to such Committed Lender an amount equivalent to the applicable
withholding tax.

     15.11 Funding Reliance. (a) Unless the Administrative Agent receives notice
from a Committed Lender by noon, Chicago time, on the day of a proposed
Committed Borrowing that such Committed Lender will not make available to the
Administrative Agent an amount equal to its Pro Rata Share of such Committed
Borrowing, the Administrative Agent may assume that such Committed Lender has
made such amount available to the Administrative Agent and, in reliance upon
such assumption, make a corresponding amount available to the Company. If and to
the extent such Committed Lender has not made such amount available to the
Administrative Agent, such Committed Lender and the Company jointly and
severally agree to repay such amount to the Administrative Agent forthwith on
demand, together with interest thereon at the interest rate applicable to Loans
included in such Committed Borrowing or, in the case of any Committed Lender
which repays such amount within three Business Days, (i) in the case of a Loan
in US Dollars, the Federal Funds Rate, or (ii) in the case of a Loan in any
Available Currency, the Foreign Overnight Rate (together with, in each case,
such other compensatory amounts as may be required to be paid by such Committed
Lender to the Administrative Agent pursuant to the Rules for Interbank
Compensation of the Council on International Banking or the Clearinghouse
Compensation Committee, as applicable, as in effect from time to time). Nothing
set forth in this clause (a) shall relieve any Committed Lender of any
obligation it may have to make any Loan hereunder.

                                      -72-

<PAGE>

     (b) Unless the Administrative Agent receives notice from any Borrower prior
to the due date for any payment hereunder payable by such Borrower to the
Administrative Agent for the account of the Committed Lenders that such Borrower
does not intend to make such payment, the Administrative Agent may assume that
such Borrower has made such payment and, in reliance upon such assumption, make
available to each Committed Lender its share of such payment. If and to the
extent that such Borrower has not made any such payment to the Administrative
Agent, each Committed Lender which received a share of such payment shall repay
such share (or the relevant portion thereof) to the Administrative Agent
forthwith on demand, together with interest thereon at (i) in the case of any
amount denominated in US Dollars, the Federal Funds Rate, or (ii) in the case of
any amount denominated in any Available Currency, the Foreign Overnight Rate.
Nothing set forth in this clause (b) shall relieve any Borrower of any
obligation it may have to make any payment hereunder.

     15.12 Other Agents. No Person identified herein as a "Co-Documentation
Agent" or a "Syndication Agent" shall have any right, power, obligation,
liability, responsibility or duty under this Agreement other than those
applicable to all Persons as such. Without limiting the foregoing, no Person so
identified as a "Co-Documentation Agent" or a "Syndication Agent" shall have or
be deemed to have any fiduciary relationship with any Person. Each Person
acknowledges that it has not relied, and will not rely, on any Person so
identified in deciding to enter into this Agreement or in taking or not taking
action hereunder.

     15.13 Subsidiary Guaranty. (a) Subject to the proviso contained in clause
(b) below, the Administrative Agent shall, and the Lenders irrevocably authorize
the Administrative Agent to, release any Person which is a Subsidiary Guarantor
from its obligations under the Subsidiary Guaranty, if such Person ceases to be
a Subsidiary Guarantor pursuant to a transaction that does not result in a
default of any provision hereof (including Section 13.12). Upon request by the
Administrative Agent at any time, the Required Lenders will confirm in writing
the Administrative Agent's authority to release any Subsidiary from its
obligations under the Subsidiary Guaranty pursuant to this Section 15.13.

     (b) The Administrative Agent agrees to promptly execute and deliver to the
Company all documents reasonably required to evidence any release permitted
under this Agreement; provided that the Company certifies that such release also
is permitted under any other agreement governing indebtedness for borrowed money
of the Company which is entitled to the benefits of the Subsidiary Guaranty.

Administrative Agent may file Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to any Borrower or
Subsidiary Guarantor, the Administrative Agent (irrespective of whether the
principal of any Loan or L/C Obligation shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on any Borrower) shall be
entitled and empowered, by intervention in such proceeding or otherwise:

     (c) to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans, L/C Obligations and all other
obligations hereunder that are owing and unpaid and to file such other documents
as may be necessary or advisable in order to

                                      -73-

<PAGE>

have the claims of the Lenders and the Administrative Agent (including any claim
for the reasonable compensation, expenses, disbursements and advances of the
Lenders and the Administrative Agent and their respective agents and counsel and
all other amounts due the Lenders and the Administrative Agent hereunder,
including under Sections 7.07, 9.07 and 15.07) allowed in such judicial
proceeding; and

     (d) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 9.07 and 15.07.

     Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender any
plan of reorganization, arrangement, adjustment or composition affecting the
obligations hereunder or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.

                                   ARTICLE XVI

                                  MISCELLANEOUS

     16.01 Notices. All notices, requests and other communications to any party
hereunder shall be in writing (including facsimile transmission or similar
writing), except where specifically permitted to be given orally, and shall be
given to such party at its address or facsimile number set forth on Schedule
16.01 or such other address or facsimile number as such party may hereafter
specify for the purpose by notice to (i) in the case of any Borrower, the
Administrative Agent and the Lenders, and (ii) in the case of any Lender, the
Administrative Agent and (iii) in the case of the Administrative Agent, the
other parties hereto. Each such notice, request or other communication shall be
effective (i) if given by facsimile, when such facsimile is transmitted to the
facsimile number specified in this Section and the appropriate confirmation is
received, (ii) if given by mail, four Business Days after such communication is
deposited in the mails with first class postage prepaid, addressed as aforesaid
or (iii) if given by any other means, when delivered at the address specified in
this Section; provided that notices to Administrative Agent, the UK Lender, the
Canadian Lender, the EMU Lender, the Swing Line Lender and the Issuing Bank
shall not be effective until received. Any agreement of the Administrative Agent
and the Lenders herein to receive certain notices by telephone or facsimile is
solely for the convenience and at the request of the Borrowers. The
Administrative Agent and the Lenders shall be entitled to rely on the authority
of any Person purporting to be a Person authorized by the applicable Borrower to
give such notice, and the Administrative Agent and the Lenders shall not have
any liability to such Borrower or any other Person on account of any action
taken or not taken by the Administrative Agent or any Lender in reliance upon
such telephonic or facsimile notice. The obligation of the Borrowers to repay
the Loans and L/C

                                      -74-

<PAGE>

Obligations shall not be affected in any way or to any extent by any failure by
the Administrative Agent or any Lender to receive written confirmation of any
telephonic or facsimile notice or the receipt by the Administrative Agent or any
Lender of a confirmation which is at variance with the terms understood by the
Administrative Agent or such Lender to be contained in any telephonic or
facsimile notice.

     16.02 No Waiver. No failure or delay by the Administrative Agent or any
Lender in exercising any respective right, power or privilege hereunder or under
any Note shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by law.

     16.03 Expenses; Documentary Taxes; Indemnification. (a) The Borrowers shall
pay upon demand (i) all reasonable expenses of the Administrative Agent and the
Lead Arranger, including the reasonable fees and charges of a single joint
counsel for the Administrative Agent and the Lead Arranger, in connection with
the preparation, execution and delivery of this Agreement, any waiver or consent
hereunder or any amendment hereof and any Event of Default or Unmatured Event of
Default by any Borrower hereunder and (ii) if an Event of Default occurs, all
reasonable out-of-pocket expenses incurred by the Administrative Agent and each
Lender, including fees and disbursements of counsel for the Administrative Agent
and each Lender (who may be employees of the Administrative Agent or such
Lender), in connection with such Event of Default or Unmatured Event of Default
and collection and other enforcement proceedings resulting therefrom. The
respective Borrower shall indemnify each Lender against any transfer taxes,
documentary taxes, assessments or charges made by any governmental authority by
reason of the execution and delivery of this Agreement or any Note.

     (b) Whether or not the transactions contemplated hereby are consummated,
the Company agrees to indemnify and hold the Agent-Related Persons and each
Lender and their respective officers, directors, employees, counsel, agents and
attorneys-in-fact (each an "Indemnified Person") harmless from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, charges, expenses and disbursements (including
reasonable attorney's fees and charges) of any kind or nature whatsoever which
may at any time (including at any time following repayment of the Loans and the
resignation or replacement of the Administrative Agent or the replacement of any
Lender) arise out of or result from an action, suit, proceeding (including any
insolvency or appellate proceeding) or claim asserted against any such
Indemnified Person directly relating to this Agreement or any document
contemplated by or referred to herein, the transactions contemplated hereby or
the use of the proceeds of any Credit Extension, whether or not any Indemnified
Person is a party thereto (all the foregoing, collectively, the "Indemnified
Liabilities"); provided that the Company shall not be liable to any Indemnified
Person for any portion of such Indemnified Liabilities resulting from such
Indemnified Person's gross negligence or willful misconduct. In the event this
indemnity is unenforceable as a matter of law as to a particular matter or
consequence referred to herein, it shall be enforceable to the full extent
permitted by law. The agreements in this Section shall survive termination of
this Agreement and payment of all other obligations of the Borrowers hereunder.

                                      -75-

<PAGE>

     16.04 Amendments and Waivers. Any provision of this Agreement or any Note
may be amended, modified or waived if, but only if, such amendment, modification
or waiver is in writing and is signed by the Company and the Required Lenders
and acknowledged by the Administrative Agent; provided that no such amendment,
modification or waiver shall, unless signed by all Committed Lenders and
delivered to the Administrative Agent:

          (a) increase the Commitment of any Lender (except pursuant to Section
     2.07) or subject any Lender to any additional obligations;

          (b) reduce the principal of or rate of interest on any Loan or any fee
     hereunder;

          (c) postpone the date fixed for any payment of principal of or
     interest on any Loan or any fee hereunder;

          (d) change the definition of "Required Lenders" or the percentage of
     the Commitments or of the aggregate unpaid principal amount of the Loans
     which shall be required for the Lenders or any of them to take any action
     under this Agreement;

          (e) release the guaranty set forth in Article XVII;

          (f) release any Subsidiary Guarantor from its obligations under the
     Subsidiary Guaranty (other than with respect to a Person which ceases to be
     a Subsidiary Guarantor pursuant to a transaction that does not result in a
     default of any provision hereof (including Section 13.12)); or

          (g) amend this Section 16.04;

and provided, further, that no provision hereof affecting the rights or
obligations of the Administrative Agent, the UK Lender, the Canadian Lender, the
EMU Lender, the Swing Line Lender or the Issuing Bank, in its capacity as such,
may be amended, modified or waived without the written consent of such Person.

     16.05 Collateral. Each of the Lenders represents that it in good faith is
not relying upon any "margin stock" (as defined in Regulation U of the FRB) as
collateral in the extension or maintenance of the credit provided for in this
Agreement.

     16.06 Successors and Assigns.

     (a) The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns,
except that the Borrowers may not assign or otherwise transfer any of their
respective rights under this Agreement.

     (b) Any Lender may, with the written consent of the Company, the
Administrative Agent, the UK Lender, the Canadian Lender, the EMU Lender, the
Swing Line Lender and the Issuing Bank which consents shall not be unreasonably
withheld or delayed (and provided that (i) no written consent of the Company
shall be required if an Event of Default or Unmatured Event of Default then
exists and (ii) no such written consents shall be required in connection

                                      -76-

<PAGE>

with any assignment and delegation by a Lender to a bank or other financial
institution that is an Affiliate of such Lender or to another Lender (so long as
such assignment will not result in any increased costs to any Borrower)), at any
time assign and delegate to one or more banks or other financial institutions
(each an "Assignee") all or any ratable part of all of the Committed Loans, its
Commitment and the other rights and obligations of such Lender hereunder;
provided, however, that (i) except in the case of an assignment by a Committed
Lender of all of its Committed Loans, its Commitment and the other rights and
obligations of such Committed Lender hereunder, the sum of the amount of the
Commitment so assigned shall not be less than US$5,000,000 (or such lesser
amount as may be agreed to by the Company and the Administrative Agent in their
sole discretion); (ii) the other parties hereto may continue to deal solely and
directly with such Lender in connection with the interest so assigned to an
Assignee until (x) written notice of such assignment, together with payment
instructions, addresses and related information with respect to the Assignee,
shall have been given to the Borrowers and the Administrative Agent by such
Lender and the Assignee; (y) such Lender and its Assignee shall have delivered
to the Borrowers and the Administrative Agent an Assignment and Acceptance
together with any Note subject to such assignment and (z) the assignor Lender or
Assignee shall have paid to the Administrative Agent a processing fee in the
amount of US$3,500; and (iii) none of the UK Lender, the Canadian Lender, the
EMU Lender, the Swing Line Lender or the Issuing Bank may assign its rights and
obligations hereunder in such capacity unless arrangements satisfactory to the
Company and the Administrative Agent have been made for another Lender or an
affiliate of a Lender to act as UK Lender, Canadian Lender, EMU Lender, Swing
Line Lender or Issuing Bank, as the case may be.

     (c) From and after the date that the Administrative Agent notifies the
assignor Lender that it has received (and, to the extent required, provided its
consent and received the consents of the Company, the UK Lender, the Canadian
Lender, the EMU Lender, the Swing Line Lender and the Issuing Bank with respect
to) an executed Assignment and Acceptance and payment of the above-referenced
processing fee, (i) the Assignee thereunder shall be a party hereto and, to the
extent that rights hereunder have been assigned to it and obligations hereunder
have been assumed by it pursuant to such Assignment and Acceptance, shall have
the rights and obligations of a Lender hereunder and (ii) the assignor Lender
shall, to the extent that rights and obligations hereunder have been assigned by
it pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under this Agreement.

     (d) Within five Business Days after the Administrative Agent notifies the
Company that it has received (and to the extent required, provided its consent
and any other consents with respect to) an executed Assignment and Acceptance
and payment of the above-referenced processing fee, the applicable Borrower
shall, if requested by the Assignee and/or the assignor Lender, as applicable,
execute and deliver to the Administrative Agent a new Note evidencing such
Assignee's assigned Loans and, if the assignor Lender has retained a portion of
its Loans and its Commitment, a replacement Note evidencing the Loans retained
by the assignor Lender (such Note to be in exchange for, but not in payment of,
the Note held by such assignor Lender). The Company designates the
Administrative Agent as its agent for maintaining a book entry record of
ownership identifying the Lenders, their respective addresses and the amount of
the respective Loans and Notes which they own. The foregoing provisions are
intended to comply with the registration requirements in Treasury Regulation
Section 5f.103-1 so that the Loans and Notes are considered to be in "registered
form" pursuant to such regulation. The entries in such

                                      -77-

<PAGE>

book entry record shall be conclusive and binding, absent manifest error,
regarding ownership of the Loans and Notes.

     (e) Any Lender may at any time sell to one or more commercial banks or
other Persons not Affiliates of the Company (a "Participant") participating
interests in any Loan, the Commitment of such Lender and the other interests of
such Lender (the "originating Lender") hereunder; provided, however, that (i)
the originating Lender's obligations under this Agreement shall remain
unchanged, (ii) the originating Lender shall remain solely responsible for the
performance of such obligations, (iii) the Administrative Agent and the other
parties hereto shall continue to deal solely and directly with the originating
Lender in connection with the originating Lender's rights and obligations under
this Agreement, and (iv) no Lender shall transfer or grant any participating
interest under which the Participant has rights to approve any amendment to, or
any consent or waiver with respect to, this Agreement, except to the extent such
amendment, consent or waiver would require unanimous consent of the Lenders. In
the case of any such participation, the Participant shall be entitled to the
benefit of Article X, as though it were also a Lender hereunder (provided that
no Borrower shall be obligated to pay any amount under Article X to any
Participant which is greater than such Borrower would have been required to pay
to the originating Lender if no such participation had been sold), and if
amounts outstanding under this Agreement are due and unpaid, or shall have been
declared or shall have become due and payable upon the occurrence of an Event of
Default, the Participant shall be deemed to have the right of set-off in respect
of its participating interest in amounts owing under this Agreement to the same
extent as if the amount of its participating interest were owing directly to it
as a Lender under this Agreement. Each Lender that sells a participation will
maintain a book entry record of ownership identifying each of its Participants
and the amount of the participation owned by each such Participant. Such book
entry record of ownership shall be maintained by the Lender as agent for the
Company and the Administrative Agent. This provision is intended to comply with
the registration requirements in Treasury Regulation Section 5f.103-1 so that
the Loans and Notes are considered to be in "registered form" pursuant to such
regulation. The entries in such book entry record shall be conclusive and
binding, absent manifest error, regarding ownership of such participations.

     (f) Any Committed Lender (a "Granting Lender") may grant to a special
purpose funding vehicle (an "SPC"), identified as such in writing from time to
time by such Granting Lender to the Administrative Agent and the Company, the
option to provide all or any part of any Committed Loan that such Granting
Lender would otherwise be obligated to make to the Company pursuant to this
Agreement; provided that (i) nothing herein shall constitute a commitment by any
SPC to make any Committed Loan and (ii) if an SPC elects not to exercise such
option or otherwise fails to provide all or any part of any Committed Loan, the
Granting Lender shall be obligated to make such Committed Loan pursuant to the
terms hereof. The making of a Committed Loan by an SPC hereunder shall utilize
the Commitment of the Granting Lender to the same extent, and as if, such
Committed Loan were made by such Granting Lender. 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 Lender). 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, or join any other Person in instituting, against such SPC any
bankruptcy,

                                      -78-

<PAGE>

reorganization, arrangement, insolvency or liquidation proceeding under the laws
of the United States or any State thereof with respect to any claim arising out
of this Agreement. In addition, notwithstanding anything to the contrary
contained in this subsection 16.06(f), 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 Committed Loans to the Granting Lender or to any financial
institution providing liquidity and/or credit support to or for the account of
such SPC to support the funding or maintenance of Committed Loans and (ii)
disclose on a confidential basis any non-public information relating to its
Committed Loans to any rating agency, commercial paper dealer or provider of any
surety, guarantee or credit or liquidity enhancement to such SPC.

     (g) Notwithstanding any other provision in this Agreement, (i) any Lender
may at any time create a security interest in, or pledge, all or any portion of
its rights under and interest in this Agreement and any Note held by it in favor
of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S.
Treasury Regulation 31 CFR (S) 203.14, and such Federal Reserve Bank may enforce
such pledge or security interest in any manner permitted under applicable law;
provided that any foreclosure or similar action by such holders, trustee or
representative shall be subject to the provisions of this Section concerning
assignments.

     16.07 Governing Law. This Agreement and each Note shall be construed in
accordance with and governed by the substantive laws of the State of Illinois
without regard to the choice of law provisions thereof.

     16.08 Counterparts; Effectiveness. This Agreement may be signed in any
number of counterparts, each of which shall be an original, and all of which
taken together shall constitute a single agreement, with the same effect as if
the signatures thereto and hereto were upon the same instrument. This Agreement
shall become effective when the Administrative Agent shall have received
counterparts hereof signed by all of the parties hereto, and the Administrative
Agent shall promptly notify the other parties hereto of such effectiveness.

     16.09 Borrowers' Agent. Each Borrower hereby irrevocably appoints and
authorizes the Company to take such action and deliver and receive notices
hereunder as agent on its behalf and to exercise such powers under this
Agreement as delegated to it by the terms hereof, together with all such powers
as are reasonably incidental thereto. In furtherance of and not in limitation of
the foregoing, for administrative convenience of the parties hereto, the
Administrative Agent and the Lenders shall send all notices and communications
to be sent to any Borrower solely to the Company and may rely solely upon the
Company to receive all such notices and other communications for and on behalf
of each Borrower. Neither the Company nor any of its respective directors,
officers, agents or employees shall be liable to any other Borrower for any
action taken or not taken by it in connection herewith (ii) with the consent or
at the request of such Borrower or (ii) in the absence of its own gross
negligence or willful misconduct. No Person other than the Company (and its
authorized officers and employees) may act as agent for the Borrowers hereunder
without the written consent of the Administrative Agent.

     16.10 Confidentiality. Each Lender agrees to take, and to cause its
Affiliates to take, normal and reasonable precautions and exercise due care to
maintain the confidentiality of all non-public information provided to it by the
Company or any Subsidiary, or by the

                                      -79-

<PAGE>

Administrative Agent on the Company's or such Subsidiary's behalf, under this
Agreement, and neither such Lender nor any of its Affiliates shall use any such
information other than in connection with or in enforcement of this Agreement or
in connection with other business now or hereafter existing or contemplated with
the Company or any Subsidiary; except to the extent such information (i) was or
becomes generally available to the public other than as a result of disclosure
by such Lender or (ii) was or becomes available on a non-confidential basis from
a source other than the Company and its Subsidiaries, provided that such source
is not bound by a confidentiality agreement with the Company or any Subsidiary
known to such Lender; provided, however, that any Lender may disclose such
information (A) at the request or pursuant to any requirement of any
Governmental Authority to which such Lender is subject or in connection with an
examination of such Lender by any such authority; (B) pursuant to subpoena or
other court process; (C) when required to do so in accordance with the
provisions of any applicable Requirement of Law; (D) to the extent reasonably
required in connection with any litigation or proceeding to which the
Administrative Agent or any Lender or any of their respective Affiliates may be
party; (E) to the extent reasonably required in connection with the exercise of
any remedy hereunder; (F) to such Lender's independent auditors and other
professional advisors; (G) to any Participant or Assignee, actual or potential
(or their respective professional advisors), or to any counterparty (or its
professional advisors) to any swap, securitization or derivative transaction
referencing or involving any of its rights or obligations as a Lender under this
Agreement, actual or potential, provided that such Person agrees in writing to
keep such information confidential to the same extent required of the Lenders
hereunder; (H) as expressly permitted under the terms of any other document or
agreement to which the Company or any Subsidiary is party with such Lender or
such Affiliate; and (I) to its Affiliates. Notwithstanding anything herein to
the contrary, the information referred to above shall not include, and the
Administrative Agent and each Lender may disclose without limitation of any
kind, any information with respect to the "tax treatment" and "tax structure"
(in each case, within the meaning of Treasury Regulation Section 1.6011-4) of
the transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are provided to the Administrative Agent or
such Lender relating to such tax treatment and tax structure; provided that with
respect to any document or similar item that in either case contains information
concerning the tax treatment or tax structure of the transaction as well as
other information, this sentence shall only apply to such portions of the
document or similar item that relate to the tax treatment or tax structure of
the Loans, Letters of Credit and transactions contemplated hereby.

     16.11 Waiver of Jury Trial. EACH BORROWER, THE ADMINISTRATIVE AGENT AND
EACH LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE AND
ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING
RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT
ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
JURY.

     16.12 Consent to Jurisdiction. EACH BORROWER HEREBY EXPRESSLY AND
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS
AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN

                                      -80-

<PAGE>

DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY LITIGATION ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT. EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO
THE SERVICE OF PROCESS IN ANY SUCH LITIGATION BY REGISTERED MAIL, POSTAGE
PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. TO THE
EXTENT THAT ANY BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR
NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER HEREBY
IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
AGREEMENT.

                                  ARTICLE XVII

                                    GUARANTY

     17.01 Guaranty. The Company hereby unconditionally and irrevocably
guarantees the full and punctual payment (whether at stated maturity, upon
acceleration or otherwise) of the principal of and interest on each Loan made to
each other Borrower pursuant to this Agreement, and the full and punctual
payment of all other amounts payable by each other Borrower hereunder. Upon
failure by any such Borrower to pay punctually any such amount, the Company
shall forthwith on demand pay the amount not so paid at the place and in the
manner specified in this Agreement.

     17.02 Guaranty Unconditional. The obligations of the Company under this
Article XVII shall be irrevocable, unconditional and absolute and, without
limiting the generality of the foregoing, shall not be released, discharged or
otherwise affected by:

          (a) any extension, renewal, settlement, compromise, waiver or release
     in respect of any obligation of any Borrower (other than the Company) under
     this Agreement or any Note, by operation of law or otherwise;

          (b) any modification or amendment of or supplement to this Agreement
     or any Note;

          (c) any release, impairment, non-perfection or invalidity of any
     direct or indirect security for any obligation of any Borrower (other than
     the Company) under this Agreement or any Note;

          (d) any change in the corporate existence, structure or ownership of
     any Borrower, or any insolvency, bankruptcy, reorganization or other
     similar proceeding affecting any Borrower or such Borrower's assets or any
     resulting release or discharge of any obligation of any Borrower (other
     than the Company) contained in this Agreement or any Note;

          (e) the existence of any claim, set-off or other rights which the
     Company may have at any time against any other Borrower, the Administrative
     Agent, any Lender or any other Person, whether in connection herewith or
     any unrelated transaction, provided

                                      -81-

<PAGE>

     that nothing herein shall prevent the assertion of any such claim by
     separate suit or compulsory counterclaim;

          (f) any invalidity or unenforceability relating to or against any
     Borrower (other than the Company) for any reason of this Agreement or any
     Note, or any provision of applicable law or regulation purporting to
     prohibit the payment by any Borrower (other than the Company) of the
     principal of or interest on any Loan or any other amount payable by any
     other Borrower under this Agreement; or

          (g) any other act or omission to act or delay of any kind by any other
     Borrower, the Administrative Agent, any Lender or any other Person or any
     other circumstance whatsoever which might, but for the provisions of this
     paragraph, constitute a legal or equitable discharge of the Company's
     obligations as guarantor hereunder.

     17.03 Discharge only upon Payment in Full; Reinstatement in Certain
Circumstances. The Company's obligations as guarantor hereunder shall remain in
full force and effect until the Commitments shall have terminated and the
principal of and interest on the Loans and all other amounts payable by the
Borrowers under this Agreement shall have been paid in full. If at any time any
payment of the principal of or interest on any Loan or any other amount payable
by any Borrower (other than the Company) under this Agreement is rescinded or
must be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of such Borrower or otherwise, the Company's obligations
hereunder with respect to such payment shall be reinstated as though such
payment had been due but not made at such time.

     17.04 Waiver by Company. The Company irrevocably waives acceptance hereof,
presentment, demand, protest and any notice not provided for herein, as well as
any requirement that at any time any action be taken by any Person against any
Borrower or any other Person.

     17.05 Subrogation. Notwithstanding any payment made by or for the account
of any other Borrower pursuant to this Article XVII, the Company shall not be
subrogated to any right of the Administrative Agent or any Lender until such
time as the Administrative Agent and the Lenders shall have received final
payment in cash of the full amount of all principal of and interest on the
Loans, all fees, all L/C Obligations and all other amounts payable hereunder.

     17.06 Stay of Acceleration. If acceleration of the time for payment of any
amount payable by any Borrower (other than the Company) under this Agreement or
any Note is stayed upon the insolvency, bankruptcy or reorganization of such
Borrower, all such amounts otherwise subject to acceleration under the terms of
this Agreement shall nonetheless be payable by the Company hereunder forthwith
on demand by the Administrative Agent made at the request of the Required
Lenders.

                                 ARTICLE XVIII

                 AMENDMENT AND RESTATEMENT; EXISTING AGREEMENTS

     18.01 Amendment and Restatement. This Agreement amends, restates and
replaces in its entirety the Existing Agreement. All rights, benefits,
indebtedness, interest, liabilities and obligations of the parties to the
Existing Agreement are hereby amended, restated, replaced and

                                      -82-

<PAGE>

superseded in their entirety according to the terms and provisions set forth
herein (except that any provision of the Existing Agreement that by its terms
survives termination of the Existing Agreement shall continue in full force and
effect for the benefit of the applicable parties to the Existing Agreement). All
indebtedness, liabilities and obligations under the Existing Agreement,
including all promissory notes, if any, executed by the Borrowers pursuant
thereto, are hereby renewed by this Agreement, the Notes and the other documents
executed by the Borrowers pursuant to this Agreement and shall, from and after
the Closing Date, be governed by this Agreement and such other documents. The
Borrowers represent and warrant that as of the date hereof there are no claims
or offsets against, or defenses or counterclaims to, its obligations under this
Agreement, the Existing Agreement or any of the other agreements, documents or
instruments executed in connection herewith or therewith. To induce the
Administrative Agent and the Lenders to enter into this Agreement, the Borrowers
waive any and all such claims, offsets, defenses and counterclaims, whether
known or unknown, arising prior to the Closing Date and relating to the Existing
Agreement or this Agreement.

     18.02 Existing Agreement. Lenders which are parties to the Existing
Agreement (and which constitute "Required Lenders" under and as defined in the
Existing Agreement) hereby waive the three business days' notice requirement set
forth in Section 2.06 of the Existing Agreement for terminating the commitments
under the Existing Agreement, and such Lenders and the Company agree that,
subject to the Company's payment of all amounts then payable under the Existing
Agreement (whether or not then due), the commitments under the Existing
Agreement shall be terminated on the Closing Date and replaced by the
Commitments hereunder.

     18.03 Existing 364-Day Agreement. Lenders which are parties to the Existing
364-Day Agreement (and which constitute "Required Lenders" under and as defined
in the Existing 364-Day Agreement) hereby waive the three business days' notice
requirement set forth in Section 2.06 of the Existing 364-Day Agreement for
terminating the commitments under the Existing 364-Day Agreement, and such
Lenders and the Company agree that, subject to the Company's payment of all
amounts then payable under the Existing 364-Day Agreement (whether or not then
due), the Existing 364-Day Agreement and the commitments thereunder shall be
terminated on the Closing Date (except that any provision of the Existing
364-Day Agreement that by its terms survives termination of the Existing 364-Day
Agreement shall continue in full force and effect for the benefit of the
applicable parties to the Existing 364-Day Agreement).

                                      -83-

<PAGE>

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

                                       PENTAIR, INC.


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


                                       PENTAIR UK GROUP LIMITED


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


                                       PENTAIR CANADA INC.


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


                                       EUROPENTAIR GMBH


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


                                       PENTAIR GLOBAL SARL


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

                                      S-1

<PAGE>

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


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


                                       BANK OF AMERICA, NA.,
                                       as Issuing Bank and as a Committed Lender


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


                                       BANK OF AMERICA, N.A.,
                                       as EMU Lender


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

                                      S-2

<PAGE>

                                       BANK ONE, NA (Main Office Chicago)


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


                                       BANK ONE, NA, LONDON BRANCH,
                                       as UK Lender


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


                                       BANK ONE, NA, CANADA BRANCH
                                       as Canadian Lender


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

                                      S-3

<PAGE>

                                       U.S. BANK NATIONAL ASSOCIATION,
                                       as Swing Line Lender and as a
                                       Committed Lender


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


                                       THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                       CHICAGO BRANCH


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


                                       SUNTRUST BANK


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


                                       MIZUHO CORPORATE BANK, LTD.


                                       By
                                          --------------------------------------
                                       Name  Bertram Tang
                                       Title Vice President and Team Leader


                                       BANK OF CHINA, LOS ANGELES BRANCH


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

                                      S-4

<PAGE>

                                       THE GOVERNOR AND COMPANY OF THE
                                       BANK OF IRELAND


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


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


                                       BNP PARIBAS


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


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


                                       DEUTSCHE BANK AG NEW YORK BRANCH


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


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


                                       FLEET NATIONAL BANK


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

                                      S-5

<PAGE>

                                       KBC BANK N.V.


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


                                       PNC BANK, NATIONAL ASSOCIATION


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


                                       WELLS FARGO BANK, NATIONAL
                                       ASSOCIATION


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


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


                                       BANCA DI ROMA - CHICAGO BRANCH


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


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

                                      S-6

<PAGE>

                                       MELLON BANK, N.A.


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


                                       NATIONAL CITY BANK


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


                                       BANK HAPOALIM B.M.


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


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

                                      S-7

<PAGE>

                                  SCHEDULE 1.01

                                PRICING SCHEDULE

     The Applicable Margin for Eurocurrency Loans, the Applicable Margin for US
Base Rate Loans and Prime Rate Loans, the Facility Fee Rate, the L/C Fee Rate,
the Usage Fee Rate and the Fronting Margin shall be determined as follows:

     1. The Applicable Margin, the Facility Fee Rate, the L/C Fee Rate, the
Usage Fee Rate and the Fronting Margin shall each be as set forth in the table
below and shall be calculated based on (a) the credit ratings assigned by
Moody's and S&P to the Company's debt obligations under this Agreement (each a
"Bank Debt Rating"), if Moody's and S&P have issued such ratings, or (b) if
either Moody's or S&P has not issued a Bank Debt Rating, the general corporate
rating assigned by Moody's and S&P to the Company (each a "Corporate Rating"),
or (c) if either Moody's or S&P has issued neither a Bank Debt Rating nor a
Corporate Rating, the credit ratings assigned by Moody's and S&P to the
Company's long term senior unsecured non-credit-enhanced public Debt (each a
"Senior Debt Rating").

     2. The Applicable Margin, the Facility Fee Rate, the L/C Fee Rate, the
Usage Fee Rate and the Fronting Margin are collectively referred to herein as
the "Pricing."

     3. If one Bank Debt Rating, Corporate Rating or Senior Debt Rating is
higher than the other (i.e., the Moody's rating is higher than the S&P rating,
or vice versa), the higher of such ratings shall determine the Pricing. If at
any time either Moody's or S&P does not have in effect a Bank Debt Rating, a
Corporate Rating or a Senior Debt Rating (including any time when neither
Moody's nor S&P has in effect any such rating), the Pricing shall be Level VI.

     4. The Pricing shall be adjusted two Business Days after any applicable
change in the Bank Debt Rating, Corporate Rating or Senior Debt Rating by either
Moody's or S&P.

                                  Sch. 1.01 - 1

<PAGE>

<TABLE>
<CAPTION>
                  Level I    Level II    Level III   Level IV    Level V   Level VI
-----------------------------------------------------------------------------------
<S>               <C>        <C>         <C>         <C>         <C>       <C>
Bank Debt
Ratings,
Corporate
Ratings or
Senior Debt       A-/A3 or                                                  BB/Ba2
Ratings           Higher     BBB+/Baal   BBB/Baa2    BBB-/Baa3   BB+/Bal   or Lower
-----------------------------------------------------------------------------------
Applicable
Margin for
Eurocurrency
Loans (bps)         72.5        82.5        92.5       102.5      125.0     145.0
-----------------------------------------------------------------------------------
Facility Fee
(bps)               15.0        17.5        20.0        22.5       25.0      30.0
-----------------------------------------------------------------------------------
Applicable
Margin for US
Base Rate Loans
and Prime Rate
Loans (bps)            0           0           0        25.0       50.0      75.0
-----------------------------------------------------------------------------------
L/C Fee Rate
(bps)               72.5        82.5        92.5       102.5      125.0     145.0
-----------------------------------------------------------------------------------
Usage Fee Rate
(bps)               72.5        82.5        92.5       102.5      125.0     145.0
-----------------------------------------------------------------------------------
Fronting Margin
(bps)               10.0        10.0        11.0       13.25       20.0      24.0
-----------------------------------------------------------------------------------
</TABLE>

                                  Sch. 1.01 - 2

<PAGE>

                                  SCHEDULE 1.02

                             Mandatory Cost Formulae

1.   The Mandatory Cost is an addition to the interest rate to compensate
     Lenders 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 (or as soon as possible
     thereafter), the Administrative Agent shall calculate, as a percentage
     rate, a rate (the "Additional Cost Rate") for each Lender, in accordance
     with the paragraphs set out below. The Mandatory Cost will be calculated by
     the Administrative Agent as a weighted average of the Lenders' Additional
     Cost Rates (weighted in proportion to the percentage participation of each
     Lender in the relevant Loan) and will be expressed as a percentage rate per
     annum.

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

4.   The Additional Cost Rate for any Lender lending from an Applicable Lending
     Office in the United Kingdom will be calculated by the Administrative Agent
     as follows:

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

                        AB + C(B-D) + E X 0.01 per cent. per annum
                        ----------------------
                            100 - ( A + C)

(b) in relation to a Loan in any currency other than Sterling:

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

Where:

A    is the percentage of Eligible Liabilities (assuming these to be in excess
     of any stated minimum) which that Lender is from time to time required to
     maintain as an interest free cash ratio deposit with the Bank of England to
     comply with cash ratio requirements.

                                  Sch. 1.02 - 1

<PAGE>

B    is the percentage rate of interest (excluding the Applicable Margin and the
     Mandatory Cost and, if the Advance is an unpaid sum, the additional rate of
     interest specified in Section 2.4) payable for the relevant Interest Period
     of such Loan.

C    is the percentage (if any) of Eligible Liabilities which that Lender 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 Lenders 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 (or those of
     the Reference Banks as supply a rate to the Administrative Agent) to the
     Administrative Agent pursuant to paragraph 7 below and expressed in pounds
     per (pound)1,000,000.

5.   For the purposes of this Schedule:

(a)  "Eligible Liabilities" and "Special Deposits" have the meanings given to
     them 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 (but ignoring any minimum fee or zero
     rated fee required pursuant to the Fees Rules but taking into account any
     applicable discount rate);

(d)  "Reference Banks" means (i) with respect to any UK Loan, the UK Lender and
     (ii) with respect to any EMU Loan, the EMU Lender; and

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

6.   In application of the above formulae, A, B, C and D will be included in the
     formulae as percentages (i.e. 5 per cent. 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 five
     decimal places.

7.   Each Reference Bank shall, as soon as practicable after publication by the
     Financial Services Authority, supply to the Administrative Agent in
     writing, 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 (pound)1,000,000 of the Tariff Base of that Reference Bank.

                                  Sch. 1.02 - 2

<PAGE>

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

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

(a)  its jurisdiction of incorporation and the jurisdiction of its Applicable
     Lending Office; and

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

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

9.   The percentages of each Lender for the purposes 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 Lender or Reference Bank notifies the Administrative Agent to the
     contrary, each Lender's and Reference 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 Applicable Lending
     Office in the same jurisdiction as its Applicable 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 Lender and shall be entitled to assume that the information
     provided by any Lender 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 Lenders on the basis of the
     Additional Cost Rate for each Lender based on the information provided by
     each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8
     above.

12.  Any determination by the Administrative Agent pursuant to this Schedule in
     relation to a formula, the Mandatory Cost, an Additional Cost Rate or any
     amount payable to a Lender shall, in the absence of manifest error, be
     conclusive and binding on all parties hereto.

13.  The Administrative Agent may from time to time, after consultation with the
     Company and the Lenders, determine and notify to all parties any amendments
     which are required to be made to this Schedule 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 hereto.

                                  Sch. 1.02 - 3

<PAGE>

                                  Sch. 1.02 - 4

<PAGE>

                                  SCHEDULE 2.01

                                   COMMITMENTS
                               AND PRO RATA SHARES

                                                        Pro Rata
         Lender                           Commitment     Share
--------------------------------------   ------------   --------
Bank of America, N.A.                    $ 45,000,000      9.0%
Bank One, NA                             $ 45,000,000      9.0%
US Bank, National Association            $ 45,000,000      9.0%
The Bank of Tokyo-Mitsubishi,
   Ltd., Chicago Branch                  $ 45,000,000      9.0%
SunTrust Bank                            $ 30,000,000      6.0%
Mizuho Corporate Bank, Ltd.              $ 28,000,000      5.6%
Bank of China, Los Angeles Branch        $ 24,000,000      4.8%
The Governor and Company of
   the Bank of Ireland                   $ 24,000,000      4.8%
BNP Paribas                              $ 24,000,000      4.8%
Deutsche Bank AG, New York Branch        $ 24,000,000      4.8%
Fleet National Bank                      $ 24,000,000      4.8%
KBC Bank, N.V.                           $ 24,000,000      4.8%
PNC Bank, National Association           $ 24,000,000      4.8%
Wells Fargo Bank, National Association   $ 24,000,000      4.8%
Banca di Roma                            $ 20,000,000      4.0%
Mellon Bank, N.A                         $ 20,000,000      4.0%
National City Bank                       $ 20,000,000      4.0%
Bank Hapoalim B.M.                       $ 10,000,000      2.0%

TOTAL                                    $500,000,000    100.0%

<PAGE>

                                  SCHEDULE 7.01

                           EXISTING LETTERS OF CREDIT

<PAGE>

                                 SCHEDULE 11.03

                       MATTERS TO BE INCLUDED IN OPINIONS
                                       OF
                       FOREIGN LEGAL COUNSEL TO BORROWERS

1.   [Pentair UK Group Limited][Pentair Canada Inc.][EuroPentair Gmbh] [Pentair
     Global Sarl] (the "Borrower") has been duly incorporated and is validly
     existing as a [limited liability company][corporation] under the laws of
     [England and Wales][The Federal Republic of Germany][Canada][Luxembourg].
     The [Borrower has been in continuous and unbroken existence since the date
     of its incorporation and no action is currently being taken by the
     Registrar of Companies for striking the Borrower off the register and
     dissolving it as defunct and the] Borrower has all corporate power and all
     material governmental licenses, authorizations, consents and approvals
     required to carry on its business as now conducted.

2.   The Borrower has the corporate power and corporate authority to execute,
     deliver and perform all of its obligations under the Credit Agreement, the
     Notes and the other documents executed in connection therewith (the
     "Transaction Documents"). The execution and delivery of the Transaction
     Documents by the Borrower and the consummation of the transactions
     contemplated thereby have been duly authorized by all necessary action of
     the Borrower.

3.   The execution, delivery and performance by the Borrower of the Transaction
     Documents will not contravene, result in a violation of, or constitute an
     event of default under, (a) its articles of incorporation or other
     constituting documents (if any), (b) any [English][German][Canadian][Lux]
     Requirement of Law, or (c) to our knowledge, any agreement, judgement,
     injunction, order, decree, or other instrument binding upon the Borrower.

4.   No approval, consent, exemption or authorization or other action by, or
     notice to, or filing with, any Government Authority is necessary or
     required in connection with the execution, delivery or performance by, or
     enforcement against, the Borrower of the Transaction Documents (except in
     the case of enforcement involving litigation or similar proceedings,
     filings of complaints and other pleadings with courts).

5.   No withholding tax, stamp taxes or other taxes are payable in connection
     with the implementation and enforcement of the Transaction Documents.

6.   Such other matters as may be reasonably requested by the Administrative
     Agent and which are customary to be given by borrower's counsel in the
     country from which the opinion is being given.

     All opinions should be addressed to each financial institution and each
agent party to the Amended and Restated Credit Agreement dated as of July 25,
2003. Customary qualifications, assumptions and limitations will be permitted.

<PAGE>

                                 SCHEDULE 12.05

                                   LITIGATION

<PAGE>

                                 SCHEDULE 13.04

                                      LIENS

<PAGE>

                                 SCHEDULE 16.01

                            WEBSITE; NOTICE ADDRESSES

Website

Website for purposed of section 13.01(l): pentair.com

Borrowers

Pentair, Inc.
5500 Wayzata Boulevard, Suite 800
Golden Valley, Minnesota 55416-1259
Attention:   Michael G. Meyer
Telephone:   763-656-5295
Facsimile:   763-656-5407

With a copy to

Pentair, Inc.
5500 Wayzata Boulevard, Suite 800
Golden Valley, Minnesota 55416-1259
Attention:   Louis L. Ainsworth
Telephone:   763-656-5228
Facsimile:   763-656-5403

Pentair UK Group Limited
c/o Pentair, Inc.
5500 Wayzata Boulevard, Suite 800
Golden Valley, Minnesota 55416-1259
Attention:   Michael G. Meyer
Telephone:   763-656-5295
Facsimile:   763-656-5407

With a copy to

Pentair, Inc.
5500 Wayzata Boulevard, Suite 800
Golden Valley, Minnesota 55416-1259
Attention:   Louis L. Ainsworth
Telephone:   763-656-5228
Facsimile:   763-656-5403

                                 Sch. 16.01 - 1

<PAGE>

Pentair Canada Inc.
c/o Pentair, Inc.
5500 Wayzata Boulevard, Suite 800
Golden Valley, Minnesota 55416-1259
Attention:   Michael G. Meyer
Telephone:   763-656-5295
Facsimile:   763-656-5407

With a copy to

Pentair, Inc.
5500 Wayzata Boulevard, Suite 800
Golden Valley, Minnesota 55416-1259
Attention:   Louis L. Ainsworth
Telephone:   763-656-5228
Facsimile:   763-656-5403

EuroPentair Gmbh
c/o Pentair, Inc.
5500 Wayzata Boulevard, Suite 800
Golden Valley, Minnesota 55416-1259
Attention:   Michael G. Meyer
Telephone:   763-656-5295
Facsimile:   763-656-5407

With a copy to

Pentair, Inc.
5500 Wayzata Boulevard, Suite 800
Golden Valley, Minnesota 55416-1259
Attention:   Louis L. Ainsworth
Telephone:   763-656-5228
Facsimile:   763-656-5403

Pentair Global Sarl
c/o Pentair, Inc.
5500 Wayzata Boulevard, Suite 800
Golden Valley, Minnesota 55416-1259
Attention:   Michael G. Meyer
Telephone:   763-656-5295
Facsimile:   763-656-5407

With a copy to

                                 Sch. 16.01 - 2

<PAGE>

Pentair, Inc.
5500 Wayzata Boulevard, Suite 800
Golden Valley, Minnesota 55416-1259
Attention:   Louis L. Ainsworth
Telephone:   763-656-5228
Facsimile:   763-656-5403

Bank of America, N.A., as Administrative Agent

For administrative notices regarding borrowings, payments, conversions,
continuations, letters of credit, fees, interest and similar notices:
Agency Administrative Services 5596

Mail Code CA4-706-05-09
1850 GATEWAY BLVD
CONCORD CA 94520-3282
Attn: Myrna Lara
Phone: 925-675-8391
Fax: 888-969-2638

For notices regarding amendments, waivers, financial statements, assignments and
all other notices:

Mailcode CA5-701-05-19
1455 Market Street
San Francisco, Ca 94103-1399
Attn: Cassandra McCain
415.436.3400
(fax) 415.503.5133
cassandra.g.mccain@bankofamerica.com

Bank of America, N.A., as Issuing Bank
Mail Code CA4-706-05-09
1850 GATEWAY BLVD
CONCORD CA 94520-3282
Attn: Myrna Lara
Phone: 925-675-8391
Fax: 888-969-2638

Bank of America, N.A., as EMU Lender with respect to
any Borrower organized under the laws of Germany
[__________]
[__________]
Attention:    [__________]
Telephone:    [__________]
Facsimile:    [__________]

                                 Sch. 16.01 - 3

<PAGE>

Bank of America, N.A., as EMU Lender with respect to
any Borrower organized under the laws of Luxembourg
[__________]
[__________]
Attention:    [__________]
Telephone:    [__________]
Facsimile:    [__________]

Bank One, NA, London Branch, as UK Lender
1 Triton Square
London
NW1 3FN
U.K.
Attention:   Loans Agency Section
Telephone:   44 20 7903 4464/4502
Facsimile:   44 20 7903 4148/4607

Bank One, NA, Canada Branch, as Canadian Lender
Credit Contact:
161 Bay Street, Suite 4240, BCE Place, P.O. Box 613
Toronto, Ontario, M5J 2S1
Attention:   Michael N. Tam
Telephone:   416-365-5261
Facsimile:   416-363-7574
E-Mail Address: michael_n_tm@bankone.com

Administrative/ Operations and Bid Loan Contact:
Bank One, NA, Canada Branch
161 Bay Street, Suite 4240, BCE Place, P.O. Box 613
Toronto, Ontario, M5J 2S1
Attention:   Lehong Zhang
Telephone:   416-365-8262
Facsimile:   416-363-7574
E-Mail Address: lehong_zhang@bankone.com

L/C Contact:
Bank One, NA, Canada Branch
161 Bay Street, Suite 4240, BCE Place, P.O. Box 613
Toronto, Ontario, M5J 2S1
Attention:   Michael N. Tam
Telephone:   416-365-5261
Facsimile:   416-363-7574
E-Mail Address: michael_n_tm@bankone.com

                                 Sch. 16.01 - 4

<PAGE>

Committed Lenders

Bank of America, N.A., as a Committed Lender
Credit Contact:
Bank of America, N.A.
231 South LaSalle Street- 9th Floor
Chicago, IL 60697
Attention:   Chas McDonell
Telephone:   312-828-6225
Facsimile:   312-974-8811

Administrative/Operations and Bid Loan Contact:
Bank of America, N.A.
Mail Code CA4-706-05-09
1850 GATEWAY BLVD
CONCORD CA 94520-3282
Attention:   Myrna Lara
Telephone:   925-675-8391
Facsimile:   888-969-2638

L/C Contact:
Bank of America, N.A.
Mail Code CA4-706-05-09
1850 GATEWAY BLVD
CONCORD CA 94520-3282
Attention:   Myrna Lara
Telephone:   925-675-8391
Facsimile:   888-969-2638

Bank One, NA, as a Committed Lender
Credit Contact:
111 East Wisconsin Avenue
Mail Code WI1-2042
Milwaukee, Wisconsin 53202
Attention:   Jack West
Telephone:   414-765-2613
Facsimile:   414-765-2625
E-Mail Address: jack_west@bankone.com

Administrative/Operations and Bid Loan Contact:
Bank One, NA
1 Bank One Plaza
Mail Code IL1-0088
Chicago, Illinois 60670

                                 Sch. 16.01 - 5

<PAGE>

Attention:   Saul Gierstikas
Telephone:   312-732-1794
Facsimile:   312-732-4303
E-Mail Address: saul_gierstikas@bankone.com

L/C Contact:
Bank One, NA
300 S. Riverside Plaza
Mail Code IL1-0236
Chicago, Illinois 60606
Attention:   Marnetta Harris
Telephone:   312-954-1948
Facsimile:   312-954-6207
E-Mail Address: marnetta_harris@bankone.com

US Bank National Association, as a Committed Lender
Credit Contact:
[__________]
[__________]
[__________]
Attention:    [__________]
Telephone:    [__________]
Facsimile:    [__________]

Administrative/Operations and Bid Loan Contact:
[__________]
[__________]
[__________]
Attention:    [__________]
Telephone:    [__________]
Facsimile:    [__________]

L/C Contact:
[__________]
[__________]
[__________]
Attention:    [__________]
Telephone:    [__________]
Facsimile:    [__________]

                                 Sch. 16.01 - 6

<PAGE>

The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch,
as a Committed Lender
Credit Contact:
[__________]
[__________]
[__________]

Attention:    [__________]
Telephone:    [__________]
Facsimile:    [__________]

Administrative/Operations and Bid Loan Contact:
[__________]
[__________]
[__________]
Attention:    [__________]
Telephone:    [__________]
Facsimile:    [__________]

L/C Contact:
[__________]
[__________]
[__________]
Attention:    [__________]
Telephone:    [__________]
Facsimile:    [__________]

SunTrust Bank,
as a Committed Lender
Credit Contact:
401 North Michigan Avenue, Suite 1200
Chicago, Illinois 60611
Attention:   Molly Drennan
Telephone:   312-840-7982
Facsimile:   312-840-7983
E-Mail Address: Molly.Drennan@suntrust.com

with a copy to:

Sun Trust Bank
303 Peachtree Street NE, 10th Floor
Mail Code 1928
Atlanta, Georgia 30308
Attention:   Margaret Dempster
Telephone:   404-532-0469
Facsimile:   404-588-8505
E-Mail Address: Margaret.Dempster@suntrust.com

                                 Sch. 16.01 - 7

<PAGE>

Administrative/ Operations and Bid Loan Contact:
Sun Trust Bank
303 Peachtree Street NE, 10th Floor
Mail Code 1941
Atlanta, Georgia 30303
Attention:   Patrice Ransom
Telephone:   404-724-3891
Facsimile:   404-230-1940
E-Mail Address: Patrice.Ransom@suntrust.com

L/C Contact:
Sun Trust Bank
303 Peachtree Street NE, 10th Floor
Mail Code 1941
Atlanta, Georgia 30303
Attention:   Patrice Ransom
Telephone:   404-724-3891
Facsimile:   404-230-1940
E-Mail Address: Patrice.Ransom@suntrust.com

Mizuho Corporate Bank, Ltd.,
as a Committed Lender
Credit Contact:
[__________]
[__________]
[__________]
Attention:    [__________]
Telephone:    [__________]
Facsimile:    [__________]

Administrative/Operations and Bid Loan Contact:
[__________]
[__________]
[__________]
Attention:    [__________]
Telephone:    [__________]
Facsimile:    [__________]

L/C Contact:
[__________]
[__________]
[__________]
Attention:    [__________]
Telephone:    [__________]
Facsimile:    [__________]

                                 Sch. 16.01 - 8

<PAGE>

Bank of China, Los Angeles Branch, as a Committed Lender
Credit Contact:
444 S. Flower Street
Los Angeles, California 90071
Attention:   Jason Fu
Telephone:   213-688-8700 Ext. 235
Facsimile:   213-688-1015
E-Mail Address: Jfu@bocuss.com

Administrative/Operations:
Bank of China
444 S. Flower Street
Los Angeles, California 90071
Attention:   Catherine Liang
Telephone:   213-688-8700 Ext. 284
Facsimile:   213-688-1015
E-Mail Address: Cliang@bocuss.com

Bid Loan Contact:
Bank of China
444 S. Flower Street
Los Angeles, California 90071
Attention:   Au-Yeung, Hung (Holly)
Telephone:   213-688-8700 Ex. 232
Facsimile:   213-688-1015
E-Mail Address: Hauyeung@bocuss.com

L/C Contact:
Bank of China
444 S. Flower Street
Los Angeles, California 90071
Attention:   Au-Yeung, Hung
Telephone:   213-688-8700 Ex. 232
Facsimile:   213-688-1015
E-Mail Address: Hauyeung@bocuss.com

Bank of Ireland, as a Committed Lender
Credit Contact:
La Touche House, IFSC,
Custom House Docks, Dublin 1, Ireland
Attention:   Conor Linehan
Telephone:   353 1 611 5365
Facsimile:   353 1 829 0129

                                 Sch. 16.01 - 9

<PAGE>

Administrative/ Operations and Bid Loan Contact:
Bank of Ireland
Hume House,
Ballsbridge, Dublin 4, Ireland
Attention:   Stephen Donnelly
Telephone:   353 1 618 7404
Facsimile:   353 1 618 7490

L/C Contact:
Bank of Ireland
Hume House,
Ballsbridge, Dublin 4, Ireland
Attention:   Stephen Donnelly
Telephone:   353 1 618 7404
Facsimile:   353 1 618 7490

Fleet National Bank, as a Committed Lender
Credit Contact:
Fleet National Bank
100 Federal Street
Mailstop:  MADE10010A
Boston, Massachusetts 02110
Attention:   Michael Kim
Telephone:   617-434-5046
Facsimile:   617-434-0601
E-Mail Address: Michael_S_Kim@fleet.com

Administrative/Operations and Bid Loan Contact:
Fleet National Bank
100 Federal Street
Mailstop:  MADE10010A
Boston, Massachusetts 02110
Attention:   Jeffrey Seabron
Telephone:   617-434-4796
Facsimile:   617-434-0800
E-Mail Address: Jeffrey_M_Seabron@fleet.com

L/C Contact:
Fleet National Bank
100 Federal Street
Mailstop:  MADE10010A
Boston, Massachusetts 02110
Attention:   Jeffrey Seabron
Telephone:   617-434-4796
Facsimile:   617-434-0800
E-Mail Address: Jeffrey_M_Seabron@fleet.com

                                 Sch. 16.01 - 10

<PAGE>

BNP Paribas, as a Committed Lender
Credit Contact:
BNP Paribas
209 South LaSalle, Suite 500
Chicago, Illinois 60604
Attention:    Stephen Christie
Telephone:    [__________]
Facsimile:    [__________]

Administrative/Operations and Bid Loan Contact:
BNP Paribas
209 South LaSalle, Suite 500
Chicago, Illinois 60604
Attention:    Stephen Christie
Telephone:    [__________]
Facsimile:    [__________]

L/C Contact:
BNP Paribas
209 South LaSalle, Suite 500
Chicago, Illinois 60604
Attention:    Stephen Christie
Telephone:    [__________]
Facsimile:    [__________]


KBC Bank N.V., as a Committed Lender
Credit Contact:
KBC Bank N.V.
125 W. 55th Street, 10th Floor
New York, New York 10019
Attention:   Stefano Snozzi
Telephone:   212-258-9494
Facsimile:   212-541-0793
E-Mail Address: stefanoennco.snozzi@kbc.bc

Administrative/Operations and Bid Loan Contact:
KBC Bank N.V.
125 W. 55th Street, 10th Floor
New York, New York 10019
Attention:   Rose Pagan
Telephone:   212-541-0657
Facsimile:   212-956-5581
E-Mail Address: rose.pagan@kbc.bc

                                 Sch. 16.01 - 11

<PAGE>

L/C Contact:
KBC Bank N.V.
125 W. 55th Street, 10th Floor
New York, New York 10019
Attention:   Jahel Romero
Telephone:   212-541-0660
Facsimile:   212-956-5581
E-Mail Address: jahel.romero@kbc.bc

PNC Bank, NA, as a Committed Lender
Credit Contact:
PNC Bank, NA
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222
Attention:   Deborah Breslof
Telephone:   412-762-4661
Facsimile:   412-768-9259
E-Mail Address: Deborah.breslof@pncbank.com

Administrative/Operations and Bid Loan Contact:
PNC Bank, NA
PNC Firstside Center
500 First Avenue
Pittsburgh, Pennsylvania 15219
Attention:   April Atwater
Telephone:   412-768-6214
Facsimile:   412-768-4586
E-Mail Address: april.atwater@pncbank.com

L/C Contact:
PNC Bank, NA
PNC Firstside Center
500 First Avenue
Pittsburgh, Pennsylvania 15219
Attention:   Christina Cormas
Telephone:   412-762-2541
Facsimile:   412-762-6118
E-Mail Address: Christina.cormas@pncbank.com

                                 Sch. 16.01 - 12

<PAGE>

Wells Fargo Bank, National Association, as a Committed Lender
Credit Contact:
Wells Fargo Bank, National Association
Sixth & Marquette
MAC-N9305-031
Minneapolis, Minnesota 55479
Attention:   Edward B. Hanson
Telephone:   612-667-9787
Facsimile:   612-667-2276

Administrative/Operations and Bid Loan Contact:
Wells Fargo Bank, National Association
Sixth & Marquette
MAC N9305-031
Minneapolis, Minnesota 55479
Attention:   Deb Anderson
Telephone:   612-667-5196
Facsimile:   612-667-4145

L/C Contact:
Wells Fargo Bank, National Association
201 Third Street
MAC A0187-081
San Francisco, California 94103
Attention:   Ginnie Padgett
Telephone:   415-477-5374
Facsimile:   415-979-0679 - Primary
             415-979-0675 - Secondary

Banca di Roma - Chicago Branch, as a Committed Lender
Credit Contact:
Banca di Roma - Chicago Branch
225 West Washington, Suite 1200
Chicago, Illinois 60606
Attention:   Joyce Montgomery
Telephone:   312-704-2648
Facsimile:   312-726-3058
E-Mail Address: Bdrchjm@Ameritech.net

Administrative/Operations and L/C Contact:
Banca di Roma - Chicago Branch
34 East 51st Street
New York, New York 10022
Attention:   Lino Caldera
Telephone:   212-407-1613
Facsimile:   212-407-1684

                                 Sch. 16.01 - 13

<PAGE>

with a copy to:

Banca di Roma - Chicago Branch
225 West Washington, Suite 1200
Chicago, Illinois 60606
Attention:   Joyce Montgomery
Telephone:   312-704-2648
Facsimile:   312-726-3058
E-Mail Address: Bdrchjm@Ameritech.net

Bid Loan Contact:

Banca di Roma - Chicago Branch
225 West Washington, Suite 1200
Chicago, Illinois 60606
Attention:   Joyce Montgomery
Telephone:   312-704-2648
Facsimile:   312-726-3058
E-Mail Address: Bdrchjm@Ameritech.net

Mellon Bank, N.A., as a Committed Lender
Credit Contact:
Mellon Bank, N.A.
1 Mellon Center, Room 4530
Pittsburgh, Pennsylvania 15258-0001
Attention:   Daniel J. Lenckos
Telephone:   412-234-0733
Facsimile:   412-236-1914
E-Mail Address: lenckos.dj@mellon.com

Administrative/Operations and Bid Loan Contact:
Mellon Bank, N.A.
525 William Penn Place, Room 1203
Pittsburgh, Pennsylvania 15259-0003
Attention:   Paula Zawicki
Telephone:   412-234-3932
Facsimile:   412-209-6141

                                 Sch. 16.01 - 14

<PAGE>

L/C Contact:
Mellon Bank, N.A.
500 Ross Street
Pittsburgh, Pennsylvania 15262-0001
Attention:   Rick Alberts
Telephone:   412-234-4368
Facsimile:   412-234-2733

National City Bank, as a Committed Lender
Credit Contact:
National City Bank
One North Franklin, Suite 360000
Chicago, Illinois 60606
Attention:   Jon R. Hinard
Telephone:   312-384-4624
Facsimile:   312-240-0301
E-Mail Address: jon.hinard@nationalcity.com

Administrative/Operations and Bid Loan Contact:
National City Bank
23000 Millcreek Blvd.
Loc #7520
Highland Hills, Ohio 44122
Attention:   Dave Gregory
Telephone:   216-488-7087
Facsimile:   216-488-7110
E-Mail Address: david.gregory@nationalcity.com

L/C Contact:
National City Bank
23000 Millcreek Blvd.
Loc #7520
Highland Hills, Ohio 44122
Attention:   Dave Gregory
Telephone:   216-488-7087
Facsimile:   216-488-7110
E-Mail Address: david.gregory@nationalcity.com

                                 Sch. 16.01 - 15

<PAGE>

Bank Hapoalim B.M., as a Committed Lender
Credit Contact:
Bank Hapoalim B.M.
225 N. Michigan Avenue, Suite 900
Chicago, Illinois 60601
Attention:   Michael J. Byrne
Telephone:   312-228-6410
Facsimile:   312-228-6490
E-Mail Address: mbyrne@hapoalimusa.com

Administrative/Operations and Bid Loan Contact:
Bank Hapoalim B.M.
1177 Avenue of the Americas
New York, New York 10036
Attention:   Dwight Ghans
Telephone:   212-782-2226
Facsimile:   212-782-2187
E-Mail Address: dghans@hapoalimusa.com

L/C Contact:
Bank Hapoalim B.M.
1177 Avenue of the Americas
New York, New York 10036
Attention:   Dwight Ghans
Telephone:   212-782-2226
Facsimile:   212-782-2187
E-Mail Address: dghans@hapoalimusa.com

Deutsche Bank AG New York Branch, as a Committed Lender
Credit Contact:
31 West 52nd Street
New York, New York 10019
Attention:   Yvonne Preil
Telephone:   212-469-5931
Facsimile:   212-469-2930
E-Mail Address: yvonne.preil@db.com

Administrative/Operations and Bid Loan Contact:
Deutsche Bank AG New York Branch
90 Hudson Street - MS JCY05-0511
Jersey City, New Jersey 07302
Attention:   Claudia Zou
Telephone:   201-593-2226
Facsimile:   201-593-2313
E-Mail Address: claudia.zoe@db.com

                                 Sch. 16.01 - 16

<PAGE>

L/C Contact:
Deutsche Bank AG New York Branch
90 Hudson Street - MS JCY05-0511
Jersey City, New Jersey 07302
Attention:   Claudia Zou
Telephone:   201-593-2226
Facsimile:   201-593-2313
E-Mail Address: claudia.zoe@db.com

                                Sch. 16.01 - 17