<PAGE>
                                                                   EXHIBIT 10.25


                    364-DAY/1-YEAR TERM-OUT CREDIT AGREEMENT



                            DATED AS OF JUNE 19, 2003

                                      AMONG

                        VISTEON CORPORATION, AS BORROWER,

                                THE SEVERAL BANKS
                        FROM TIME TO TIME PARTIES HERETO,

                              JPMORGAN CHASE BANK,
                            AS ADMINISTRATIVE AGENT,

                                       AND

                                 CITIBANK, N.A.,
                              AS SYNDICATION AGENT




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



                         J.P. MORGAN SECURITIES INC. AND
                         CITIGROUP GLOBAL MARKETS INC.,
                  AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS

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                                TABLE OF CONTENTS

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SECTION 1.   DEFINITIONS..........................................................................................1


SECTION 2.   THE LOANS...........................................................................................13

         2.1   The Commitment; Termination Date; Increase in Commitments.........................................13
         2.2   Proceeds of Loans.................................................................................15
         2.3   Facility Fee; Utilization Fee.....................................................................15
         2.4   Mark-to-Market....................................................................................15
         2.5   Optional Termination or Reduction of Commitments..................................................16
         2.6   Notice of Borrowing; Procedure....................................................................16
         2.7   CAF Advances......................................................................................18
         2.8   Procedure for CAF Advance Borrowing...............................................................18
         2.9   CAF Advance Payments..............................................................................22
         2.10  Certain Restrictions..............................................................................22
         2.11  Promise to Pay CAF Advances; Evidence of CAF Advances.............................................22
         2.12  Extension of Term of Loans; Conversion of Loans...................................................23
         2.13  Register..........................................................................................25
         2.14  Interest Rates....................................................................................26
         2.15  Interest Payment Dates............................................................................26
         2.16  Overdue Principal and Interest....................................................................27
         2.17  Dates for Payment or Optional Prepayment of Principal.............................................27
         2.18  Optional Prepayment on Other Dates; Reimbursement for Certain Costs...............................28
         2.19  Method of Payment.................................................................................28
         2.20  Pro Rata Treatment and Payments...................................................................29
         2.21  Limitation on Eurocurrency Tranches...............................................................30

SECTION 3.   [RESERVED]..........................................................................................30


SECTION 4.   GUARANTEE OF LOANS TO AFFILIATES....................................................................30


SECTION 5.   CONDITIONS TO LOANS AND CAF ADVANCES................................................................31

         5.1   Each Loan or CAF Advance to the Company or any Affiliate..........................................31
         5.2   First Loan or CAF Advance to the Company or any Affiliate.........................................32

SECTION 6.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.......................................................34

         6.1   Corporate Authority of the Company, etc...........................................................34
         6.2   Financial Statements..............................................................................35
         6.3   Litigation........................................................................................35
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         6.4   Use of Proceeds...................................................................................35
         6.5   Compliance with ERISA.............................................................................35

SECTION 7.   COVENANTS...........................................................................................35

         7.1   Reports; Certificate as to Default................................................................36
         7.2   Further Information...............................................................................36
         7.3   Liens.............................................................................................37
         7.4   Sale-Leasebacks...................................................................................37
         7.5   Mergers and Consolidations........................................................................38
         7.6   Additional Covenants..............................................................................38
         7.7   ERISA.............................................................................................38
         7.8   Notification......................................................................................39
         7.9   Consolidated Leverage Ratio.......................................................................39

SECTION 8.   DEFAULT.............................................................................................39

         8.1   Defaults Relating to the Company..................................................................39
         8.2   Defaults Relating to Affiliates...................................................................40
         8.3   Defaults Relating to Bankruptcy of the Company....................................................41

SECTION 9.   ASSIGNMENT; PARTICIPATIONS..........................................................................42

         9.1   Assignment........................................................................................42
         9.2   Participation.....................................................................................44

SECTION 10.   CHANGE IN CIRCUMSTANCES............................................................................45

         10.1  Basis for Determining Interest Rate Inadequate or Unfair..........................................45
         10.2  Illegality........................................................................................45
         10.3  Increased Cost....................................................................................46
         10.4  Withholding Taxes.................................................................................49
         10.5  Replacement of Banks..............................................................................51

SECTION 11.   THE AGENTS.........................................................................................51

         11.1  Appointment.......................................................................................52
         11.2  Delegation of Duties..............................................................................52
         11.3  Exculpatory Provisions............................................................................52
         11.4  Reliance by Administrative Agent..................................................................52
         11.5  Notice of Default.................................................................................53
         11.6  Non-Reliance on Agents and Other Banks............................................................53
         11.7  Indemnification...................................................................................54
         11.8  Agent in Its Individual Capacity..................................................................54
         11.9  Successor Administrative Agent....................................................................54
         11.10 Syndication Agent.................................................................................55

SECTION 12.   MISCELLANEOUS......................................................................................55

         12.1  Notices...........................................................................................55
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         12.2  Term of Agreement.................................................................................56
         12.3  No Waivers........................................................................................56
         12.4  New York Law and Jurisdiction.....................................................................56
         12.5  Entire Agreement..................................................................................57
         12.6  Payment of Certain Expenses.......................................................................57
         12.7  Judgment Currency.................................................................................58
         12.8  Changes, Waivers, etc.; Adjustments...............................................................59
         12.9  Severability......................................................................................59
         12.10 Successors and Assigns............................................................................60
         12.11 Counterparts......................................................................................60
         12.12 Third Party Beneficiaries.........................................................................60
         12.13 Electronic Recording..............................................................................60
         12.14 Aggregation or Comparison of Amounts in Different Currencies; Calculation of Certain Fees.........60
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<PAGE>

                    364-DAY/1-YEAR TERM-OUT CREDIT AGREEMENT


         This 364-DAY/1-YEAR TERM-OUT CREDIT AGREEMENT, dated as of June 19,
2003, is among VISTEON CORPORATION, a Delaware corporation (the "Company"), the
several banks and other financial institutions or entities from time to time
parties to this Agreement (the "Banks"), JPMORGAN CHASE BANK, a New York banking
corporation, as administrative agent (the "Administrative Agent"), and CITIBANK,
N.A., as syndication agent (the "Syndication Agent").

         The Company desires to obtain a revolving credit facility for itself
and its Affiliates in the aggregate amount of U.S. $530,000,000 or the
Equivalent thereof (as hereinafter defined) at any one time outstanding, and the
Banks and Administrative Agent are willing to provide such revolving credit
facility and to make Loans to the Company and the Affiliates, subject to the
terms and conditions set forth below.

SECTION 1. DEFINITIONS

         The following terms, as used herein, have the following respective
meanings:

         "Accession Memorandum" means a memorandum of an Affiliate substantially
in the form of Exhibit A hereto evidencing the Affiliate's agreement to be bound
by the terms of this Agreement; provided that such a memorandum shall contain
such changes or additional provisions as may be deemed necessary by mutual
agreement of the Administrative Agent, the Affiliate and the Company.

         "Administrative Agent" has the meaning set forth in the preamble, it
being understood that matters concerning Foreign Currency Loans will be
administered by J.P. Morgan Europe Limited and therefore all notices concerning
such Foreign Currency Loans will be required to be given at the Foreign Currency
Notice Office.

         "Affected Foreign Currency" has the meaning set forth in Section
10.1(c).

         "Affiliate" means any direct or indirect majority-owned subsidiary of
the Company and any partnership of which the Company or a direct or indirect
majority-owned subsidiary of the Company is a general or unlimited partner. For
purposes of this definition, "majority-owned" means ownership of more than 50%
of the capital stock of or other equity interest in, or more than 50% of the
voting power with respect to, an entity.

         "Affiliate Event of Default" has the meaning set forth in Section 8.2.

         "Agents" means the Administrative Agent and the Syndication Agent
collectively.

         "Aggregate Commitments" means, at any time, the aggregate amount of the
Commitments then in effect. The original amount of the Aggregate Commitments is
$530,000,000.

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                                                                               2

         "Aggregate Exposure" means, with respect to any Bank at any time, an
amount equal to the principal amount of such Bank's Commitment then in effect
or, if the Commitments have been terminated, the principal amount of the Loans
held by such Bank then outstanding.

         "Aggregate Exposure Percentage" means, with respect to any Bank at any
time, the ratio (expressed as a percentage) of such Bank's Aggregate Exposure at
such time to the Aggregate Exposure of all Banks at such time.

         "Aggregate Extensions of Credit" means at any time, the aggregate
amount of Extensions of Credit of the Banks outstanding at such time.

         "Aggregate Loans" means the total principal amount of all outstanding
Loans.

         "Agreement" means this 364-Day/1-Year Term-Out Credit Agreement,
together with the exhibits hereto, as amended from time to time.

         "Annual Report" has the meaning set forth in Section 7.1(a).

         "Assignment and Acceptance" means an Assignment and Acceptance,
substantially in the form of Exhibit G.

         "Augmenting Bank" has the meaning set forth in Section 2.1(c).

         "Available Commitment" means as to any Bank at any time, an amount
equal to the excess, if any, of (a) such Bank's Commitment then in effect over
(b) such Bank's Extensions of Credit then outstanding.

         "Banks" has the meaning provided in the preamble hereto; provided, that
unless the context otherwise requires, each reference herein to the Banks shall
be deemed to include any Conduit Bank.

         "Bank's Actual Reserve Cost" has the meaning set forth in Section
10.3(b).

         "Base Rate" means for any day the greater of (i) an annual rate of
interest equal to that announced generally from time to time by the
Administrative Agent at its Domestic Lending Office as its prime rate, base rate
or equivalent rate and in effect on such day and (ii) the Federal Funds
Effective Rate plus 0.50%.

         "Base Rate Loan" means any loan hereunder denominated in United States
dollars which the Company (on behalf of itself or an Affiliate) specifies
pursuant to Section 2.6 or Section 2.12 as a Base Rate Loan.

         "Base Rate Margin" means the applicable amount as set forth on the
Pricing Grid; provided, however, that in the event (x) the Commitments are
terminated pursuant to Section 8.1 or after the Termination Date Loans or CAF
Advances remain outstanding hereunder and (y) the Base Rate Margin is then
determined by reference to the margin opposite the rating category "<BBB/Baa2"
on the Pricing Grid, the Base Rate Margin shall automatically be increased for
any


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                                                                               3

period during which such Loans or CAF Advances may be outstanding after such
termination by an amount equal to the then applicable Facility Fee (expressed as
a percentage).

         "Benefitted Bank" has the meaning set forth in Section 12.8(b).

         "Borrowing" means a borrowing hereunder consisting of a Loan made to
the Company or an Affiliate by any Bank. A Borrowing is a "Domestic Borrowing"
if such Loan is a Domestic Loan, a "Eurocurrency Borrowing" if such Loan is a
Eurocurrency Loan or a "Foreign Currency Borrowing" if such Loan is a Foreign
Currency Loan.

         "CAF" means the competitive advance facility contemplated in Section
2.7.

         "CAF Advance" means each CAF Advance made pursuant to Section 2.7.

         "CAF Advance Availability Period" means the period from and including
the Effective Date to and including the date which is 14 days prior to the
Termination Date.

         "CAF Advance Confirmation" means each confirmation by the Company of
its acceptance of CAF Advance Offers, which confirmation shall be substantially
in the form of Exhibit E and shall be delivered to the Administrative Agent by
facsimile transmission.

         "CAF Advance Interest Payment Date" means as to each CAF Advance, each
interest payment date specified by the Company for such CAF Advance in the
related CAF Advance Request.

         "CAF Advance Maturity Date" means as to any CAF Advance, the date
specified by the Company pursuant to Section 2.8(d)(ii) in its acceptance of the
related CAF Advance Offer.

         "CAF Advance Offer" means each offer by a Bank to make CAF Advances
pursuant to a CAF Advance Request, which offer shall contain the information
specified in Exhibit D and shall be delivered to the Administrative Agent by
telephone, immediately confirmed by facsimile transmission.

         "CAF Advance Request" means each request by the Company for Banks to
submit bids to make CAF Advances, which request shall contain the information in
respect of such requested CAF Advances specified in Exhibit C and shall be
delivered to the Administrative Agent in writing, by facsimile transmission, or
by telephone, immediately confirmed by facsimile transmission.

         "CAF Borrowing Date" means any Domestic Business Day (in the case of
Fixed Rate CAF Advances) or Eurodollar Business Day (in the case of LIBO Rate
CAF Advances) or any Foreign Currency Business Day (in the case of CAF Advances
denominated in a Foreign Currency) specified in a notice pursuant to Section
2.8(a) as a date on which the Company requests the Banks to make CAF Advances
hereunder.

         "Commitment" means, as to any Bank, the obligation of such Bank, if
any, to make Loans in an aggregate principal amount not to exceed the amount set
forth under the heading



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                                                                               4


"Revolving Commitment" opposite such Bank's name on Schedule 1 or in the
Assignment and Acceptance pursuant to which such Bank became a party hereto, as
the same may be changed from time to time pursuant to the terms hereof.

         "Commitment Quarter" means each of the respective three-month periods
during the term of this Agreement ending on September 30, December 31, March 31
and June 30.

         "Conduit Bank" means any special purpose corporation organized and
administered by any Bank for the purpose of making Loans otherwise required to
be made by such Bank and designated by such Bank in a written instrument;
provided, that the designation by any Bank of a Conduit Bank shall not relieve
the designating Bank of any of its obligations to fund a Loan under this
Agreement if, for any reason, its Conduit Bank fails to fund any such Loan, and
the designating Bank (and not the Conduit Bank) shall have the sole right and
responsibility to deliver all consents and waivers required or requested under
this Agreement with respect to its Conduit Bank, and provided, further, that no
Conduit Bank shall (a) be entitled to receive any greater amount pursuant to
Section 2.18, 10.3, 10.4 or 12.6 than the designating Bank would have been
entitled to receive in respect of the extensions of credit made by such Conduit
Bank or (b) be deemed to have any Commitment.

         "Consolidated EBITDA" means for any period, Consolidated Net Income for
such period plus, without duplication and to the extent reflected as a charge in
the statement of such Consolidated Net Income for such period, the sum of (a)
income tax expense, (b) interest expense, (c) amortization or writeoff of debt
discount and debt issuance costs and commissions, discounts and other fees and
charges associated with Indebtedness (including the Loans), (d) depreciation and
amortization expense, (e) amortization of intangibles (including, but not
limited to, goodwill) and organization costs, (f) any non-recurring expenses or
losses, and (g) with respect to any discontinued operation, any loss resulting
therefrom; and minus, to the extent included in the statement of such
Consolidated Net Income for such period, the sum of (i) to the extent included
in the statement of such Consolidated Net Income for such period, any
non-recurring income or gains or (ii) with respect to any discontinued
operation, any gain resulting therefrom, all as determined on a consolidated
basis. For the purposes of calculating Consolidated EBITDA during any four
quarter period in which a Material Acquisition or a Material Disposition has
occurred, Consolidated EBITDA for such period shall be calculated after giving
pro forma effect to such Material Acquisition or Material Disposition as if such
Material Acquisition or Material Disposition occurred on the first day of such
four quarter period.

         "Consolidated Leverage Ratio" means as of the end of any fiscal
quarter, the ratio of (a) Consolidated Total Debt as of such date to (b)
Consolidated EBITDA for the period of four fiscal quarters ending as of such
date.

         "Consolidated Net Income" means for any period, the consolidated net
income (or loss) of the Company and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP.
<PAGE>

                                                                               5

         "Consolidated Total Assets" means, as of the date of determination, all
amounts that would, in conformity with GAAP, be set forth opposite the caption
"total assets" (or any like caption) on a consolidated balance sheet of the
Company and its Subsidiaries at such date.

         "Consolidated Total Debt" means, as of any date and without
duplication, the aggregate principal amount of all Indebtedness of the Company
and its Subsidiaries on a consolidated basis minus Consolidated Total Net Cash
as of such date.

         "Consolidated Total Net Cash" means, as of any date, all amounts that
would, in conformity with GAAP, be set forth opposite the caption "cash and cash
equivalents" (or any like caption) on a consolidated balance sheet of the
Company and its Subsidiaries at such date.

         "Domestic Business Day" means any day, except a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or obligated
by law or regulation to close.

         "Domestic Funding Office" means the office of the Administrative Agent
specified in Exhibit F hereto or such other office as may be specified from time
to time by the Administrative Agent by written notice to the Company and the
Banks as its funding office for the purpose of funding or payment of Domestic
Loans.

         "Domestic Lending Office" means, as to any Bank, the office, branch or
affiliate of such Bank in the continental United States as it may from time to
time designate as the Domestic Lending Office by notice to the Administrative
Agent.

         "Domestic Loan" means any Loan made pursuant to Section 2.1 denominated
in United States dollars which the Company (on behalf of itself or an Affiliate)
specifies pursuant to Section 2.6 or Section 2.12 as a Base Rate Loan.

         "Effective Date" means June 19, 2003.

         "Equivalent" means, in relation to any amount in United States dollars,
at any date, the amount obtained by converting such amount in United States
dollars into a specified Foreign Currency at the Exchange Rate for such Foreign
Currency, or vice versa, as applicable.

         "ERISA" means the Employee Retirement Income Security Act of 1974 of
the United States, as amended.

         "Euro" means the single currency of participating Member States of the
European Union that adopt a single currency in accordance with the Treaty on
European Union signed on February 7, 1992.

         "Eurocurrencies" means United States dollars and Foreign Currencies.

         "Eurocurrency Loan" means any Loan made pursuant to Section 2.1
denominated in any Eurocurrency which the Company (on behalf of itself or an
Affiliate) specifies pursuant to Section 2.6 or Section 2.12 as a Eurocurrency
Loan.
<PAGE>
                                                                               6

         "Eurocurrency Margin" means the applicable amount as set forth on the
Pricing Grid; provided, however, that in the event the Commitments are
terminated pursuant to Section 8.1 or after the Termination Date Loans or CAF
Advances remain outstanding hereunder, the Eurocurrency Margin shall
automatically be increased for any period during which such Loans or CAF
Advances may be outstanding after such termination by an amount equal to the
then applicable Facility Fee (expressed as a percentage).

         "Eurocurrency Tranche" means the collective reference to Eurocurrency
Loans the then current Interest Periods with respect to all of which begin on
the same date and end on the same later date (whether or not such Loans shall
originally have been made on the same day).

         "Eurodollar Business Day" means any day, except a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or obligated
by law or regulation to close, on which commercial banks in New York City are
open for trading in United States dollar deposits in the interbank eurodollar
market.

         "Eurodollar Funding Office" means the office of the Administrative
Agent specified in Exhibit F hereto or such other office as may be specified
from time to time by the Administrative Agent by written notice to the Company
and the Banks as its funding office for the purpose of funding or payment of
Eurocurrency Loans which are denominated in United States dollars.

         "Eurodollar Lending Office" means, as to any Bank, the office, branch
or affiliate of such Bank as it may from time to time designate as the
Eurodollar Lending Office by notice to the Administrative Agent.

         "Event of Default" has the meaning set forth in Section 8.1.

         "Event of Default - Bankruptcy" has the meaning set forth in Section
8.3.

         "Exchange Rate" means on any day, with respect to any currency, the
rate at which such currency may be exchanged into any other currency, as set
forth at approximately 11:00 a.m., London time, on such date on the Reuters
World Currency Page for such currency. In the event that such rate does not
appear on any Reuters World Currency Page, the Exchange Rate shall be determined
by reference to such other publicly available service for displaying exchange
rates as may be selected by the Administrative Agent, or, in the event no such
service is selected, such Exchange Rate shall instead be the arithmetic average
of the spot rates of exchange of the Administrative Agent in the market where
its foreign currency exchange operations in respect of such currency are then
being conducted, at or about 10:00 a.m., local time, on such date for the
purchase of the relevant currency for delivery two Foreign Currency Business
Days later; provided that if at the time of any such determination, for any
reason, no such spot rate is being quoted, the Administrative Agent, after
consultation with the Company, may use any reasonable method it deems
appropriate to determine such rate, and such determination shall be presumed
correct absent manifest error.

         "Existing 364-Day Credit Agreement" means the 364-Day/1-Year Term Out
Credit Agreement, dated as of June 20, 2002, among the Company, the several
lenders from time to

<PAGE>
                                                                               7

time party thereto, JPMorgan Chase Bank, as administrative agent and Bank of
America, N.A., as Syndication Agent.

         "Extensions of Credit" means as to any Bank at any time, the aggregate
principal amount of all Loans held by such Bank then outstanding.

         "Facility Fee" has the meaning set forth in Section 2.3(a).

         "Federal Funds Effective Rate" means for any day, the weighted average
of the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Domestic Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day that is a Domestic Business Day, the
average of the quotations for the day of such transactions received by JPMorgan
Chase Bank from three federal funds brokers of recognized standing selected by
it.

         "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System of the United States, or any successor thereto.

         "Fee Payment Date" means each of (a) the tenth Domestic Business Day
following the last day of each Commitment Quarter and (b) the Termination Date.

         "Five-Year Revolving Credit Agreement" means the Five-Year Revolving
Loan Credit Agreement dated as of June 20, 2002 among Visteon Corporation, the
several banks from time to time parties thereto, JPMorgan Chase Bank, as
administrative agent, and Bank of America, N.A., as syndication agent.

         "Five Year Term Loan Agreement" means the $250,000,000 Five-Year Term
Loan Credit Agreement, dated as of June 25, 2002, among Visteon Corporation, the
several banks from time to time parties thereto, JPMorgan Chase Bank, as
administrative agent, and Bank of America, N.A., as syndication agent.

         "Fixed Rate CAF Advance" means any CAF Advance made pursuant to a Fixed
Rate CAF Advance Request.

         "Fixed Rate CAF Advance Request" means any CAF Advance Request
requesting the Banks to offer to make CAF Advances at a fixed rate (as opposed
to a rate composed of the LIBO Rate plus (or minus) a margin).

         "Foreign Currency" means (a) with respect to Loans, British Pounds
Sterling and the euro and (b) with respect to CAF Advances, British Pounds
Sterling, euros and any other freely-convertible currency agreed upon by the
Company, the Administrative Agent and the Bank making such CAF Advance.

         "Foreign Currency Business Day" means any day, except a Saturday,
Sunday or other day on which the commercial banks in London, England are
authorized or obligated by law or regulation to close, on which the commercial
banks in London, England are open for international business (including dealings
in deposits in the relevant currency in the interbank eurocurrency

<PAGE>
                                                                               8


market), provided that when used in connection with (a) Foreign Currency Loans
or CAF Advances denominated in euros, the term "Foreign Currency Business Day"
shall also exclude any day on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer System (TARGET) (or, if such clearing system ceases
to be operative, such other clearing system (if any) determined by the
Administrative Agent to be a suitable replacement) is not open for settlement of
payment in euros and (b) CAF Advances denominated in any currency other than
United States dollars, the term "Foreign Currency Business Day" shall also
exclude any day on which banks in (i) the jurisdiction of the account to which
the proceeds of such CAF Advance are to be disbursed, and (ii) the jurisdiction
in which payments of principal of and interest on such CAF Advance are to be
made are authorized or required by law to remain closed.

         "Foreign Currency Funding Office" means the office of the
Administrative Agent specified in Exhibit F hereto or such other office as may
be specified from time to time by the Administrative Agent by written notice to
the Company and the Banks as its funding office for the purpose of funding or
payment of Foreign Currency Loans or CAF Advances denominated in a Foreign
Currency.

         "Foreign Currency Lending Office" means, as to any Bank, the office,
branch or affiliate of such Bank as it may from time to time designate as the
Foreign Currency Lending Office by notice to the Administrative Agent.

         "Foreign Currency Loans" means any Eurocurrency Loan hereunder
denominated in a Foreign Currency.

         "Foreign Currency Notice Office" means the Administrative Agent's
office located at 125 London Wall, London or such other office in London as may
be designated by the Administrative Agent by written notice to the Company and
the Banks.

         "GAAP" means generally accepted accounting principles in the United
States as applied to the Company.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners).

         "Gross-up" means the amount payable to the Administrative Agent or any
Bank to account for required deductions for withholding taxes as provided in
Section 10.4.

         "Guarantee" means the guarantee and other obligations of the Company
set forth in Section 4.

         "Guaranteed Obligations" has the meaning set forth in Section 4(a).

         "Increasing Bank" has the meaning set forth in Section 2.1(c).


<PAGE>
                                                                               9


         "Indebtedness" means, as of any date, the amount outstanding on such
date under notes, bonds, debentures, commercial paper, or other similar
evidences of indebtedness for money borrowed.

         "Indemnified Liabilities" has the meaning set forth in Section 12.6(d).

         "Indemnitee" has the meaning set forth in Section 12.6(d).

         "Interest Period" means with respect to each Eurocurrency Loan:

                  (a) initially, the period commencing on the date of Borrowing
         with respect to such Loan (or in the case of a Loan which has been
         converted into a Eurocurrency Loan, on the date specified in Section
         2.12) and ending one, two, three or six months thereafter, as the
         Company (on behalf of itself or an Affiliate) may elect pursuant to
         Section 2.6 or Section 2.12; and

                  (b) thereafter, each period commencing on the last day of the
         next preceding Interest Period for such Borrowing and ending one, two,
         three or six months thereafter, as the Company (on behalf of itself or
         an Affiliate) may elect pursuant to Section 2.12;

         provided, however, that:

                           (i) any such Interest Period which would otherwise
                  end on a day which is not a Eurodollar Business Day (or a
                  Foreign Currency Business Day, in the case of Loans
                  denominated in a Foreign Currency) shall be extended to the
                  next succeeding Eurodollar Business Day or Foreign Currency
                  Business Day, as the case may be, unless such Eurodollar
                  Business Day or Foreign Currency Business Day, as the case may
                  be, falls in another calendar month, in which case such
                  Interest Period shall end on the next preceding Eurodollar
                  Business Day or Foreign Currency Business Day, as the case may
                  be,

                           (ii) any such Interest Period which begins on the
                  last Eurodollar Business Day or Foreign Currency Business Day,
                  as the case may be, of a calendar month (or on a day for which
                  there is no numerically corresponding day in the calendar
                  month at the end of such Interest Period) shall end on a day
                  which is the last Eurodollar Business Day or Foreign Currency
                  Business Day, as the case may be, of the applicable calendar
                  month; and

                           (iii) the Company (on behalf of itself or an
                  Affiliate) may not elect an Interest Period that would end
                  later than one year less one day after the Termination Date.

         "LIBO Rate" means with respect to any Eurocurrency Loan or LIBO Rate
CAF Advance for any Interest Period, the London interbank offered rate for
deposits in the relevant currency appearing on Telerate Page 3750 (or in the
case of a Foreign Currency Borrowing, the rate appearing on the Page for the
applicable Foreign Currency) as of 11:00 a.m. (London, England time) two
Eurodollar Business Days prior to the beginning of such Interest Period for the
period

<PAGE>
                                                                              10

commencing on the date of such Eurocurrency Loan or LIBO Rate CAF Advance and
ending on a maturity date comparable to that of the applicable Interest Period.
In the event that such rate does not appear on Page 3750 of the Telerate screen
(or, in the case of Foreign Currencies, the applicable Page of the Telerate
screen), the "LIBO Rate" shall be determined by reference to such other
comparable publicly available service for displaying eurocurrency rates as may
be selected by the Administrative Agent or, in the absence of such availability,
by reference to the rate at which the Administrative Agent is offered deposits
in identical currencies at or about 11:00 a.m., local time, two Foreign Currency
Business Days prior to the beginning of such Interest Period in the interbank
eurocurrency market where its eurocurrency and foreign currency and exchange
operations are then being conducted for delivery on the first day of such
Interest Period for the number of days comprised therein.

         "LIBO Rate CAF Advance" means any CAF Advance made pursuant to a LIBO
Rate CAF Advance Request.

         "LIBO Rate CAF Advance Request" means any CAF Advance Request
requesting the Banks to offer to make CAF Advances at an interest rate equal to
the LIBO Rate plus (or minus) a margin.

         "Lien" means any mortgage, pledge, lien, security interest, conditional
sale or other title retention agreement or other similar encumbrance.

         "Loan" means any Domestic Loan or Eurocurrency Loan.

         "Mandatory Cost Rate" has the meaning set forth in Section 10.3(a).

         "Mark-to-Market Day" has the meaning set forth in Section 2.4.

         "Material Acquisition" means any one or more acquisitions of any
business entity or entities, or of any operating unit or units of any business
entity or entities, that become consolidated with the Company in accordance with
GAAP and that involve the payment of consideration (including, without
limitation, the assumption of debt) by the Company and its Subsidiaries in
excess of $25,000,000 in the aggregate during any Commitment Quarter.

         "Material Disposition" means any one or more dispositions by the
Company or a Subsidiary of any business entity or entities, or of any operating
unit or units of the Company or a Subsidiary, that become unconsolidated with
the Company in accordance with GAAP and that involve the receipt of
consideration by the Company and its Subsidiaries in excess of $25,000,000 in
the aggregate during any Commitment Quarter.

         "Maturity Date" means (a) for any Base Rate Loan, the date which is one
year less one day after the Termination Date or, (b) for any Eurocurrency Loan
the last day of the final Interest Period for such Loan specified by the Company
(on behalf of itself or an Affiliate) pursuant to Section 2.6 or Section 2.12.


<PAGE>
                                                                              11


         "National Currency Unit" means a non-decimal expression of the euro
based upon a fixed conversion rate between the euro and the former national
currency of a Participating Member State, as contemplated by Council Regulation
(EC) No. 1103/97 dated June 17, 1997.

         "Normal Banking Hours" with respect to the Notice Office of the
Administrative Agent means the period from 9:00 a.m. to 5:00 p.m. in the time
zone in which the Notice Office is located on a Domestic Business Day.

         "Note" means any promissory note evidencing Loans.

         "Notice Office" means the office of the Administrative Agent in the
continental United States specified as such in Exhibit F hereto or such other
office of the Administrative Agent in the continental United States as it may
hereafter designate as the Notice Office by notice to the Company.

         "Obligations" means the unpaid principal of and interest on (including
interest accruing after the maturity of the Loans and CAF Advances and interest
accruing after the filing of any petition in bankruptcy, or the commencement of
any insolvency, reorganization or like proceeding, relating to the Company and
any Affiliate, whether or not a claim for post-filing or post-petition interest
is allowed in such proceeding) the Loans, CAF Advances and all other obligations
and liabilities of the Company (and its Affiliates) to the Administrative Agent
or to any Bank, whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which may arise under, out
of, or in connection with, this Agreement, any other document made, delivered or
given in connection herewith, whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses (including all
fees, charges and disbursements of counsel to the Administrative Agent or to any
Bank that are required to be paid by the Company pursuant hereto) or otherwise.

         "Participant" has the meaning set forth in Section 9.2.

         "Participating Member State" means a Member State of the European Union
that has adopted, and is at the time of inquiry utilizing, the euro as its
currency.

         "Person" means an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever
nature.

         "Plan" means an employee benefit plan or other plan (other than a
multi-employer benefit plan) maintained by the Company for employees of the
Company and certain Affiliates and covered by Title IV of ERISA.

         "Pricing Grid" means the pricing grid set forth below and based on the
Company's long-term senior unsecured non-credit-enhanced debt ratings as
provided by Standard & Poor's Ratings Services, a Division of the McGraw Hill
Companies, Inc. ("S&P") or Moody's Investors Service, Inc. ("Moody's"):
<PAGE>
                                                                              12

<TABLE>
<CAPTION>
  Long-Term Senior Unsecured             Facility                   Eurocurrency                   Base Rate
   Non-Credit-Enhanced Debt                 Fee                        Margin                       Margin
            Rating                        (bps.)                       (bps.)                       (bps.)
         (higher of)
         S&P/Moody's
----------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                     <C>                             <C>
          > BBB/Baa2                       12.5                         62.5                          0.0
           BBB/Baa2                        15.0                         85.0                          0.0
          < BBB/Baa2                       17.5                         107.5                         0.0
</TABLE>

         The applicable Facility Fee, Eurocurrency Margin and Base Rate Margin
shall be determined based upon the long-term senior unsecured
non-credit-enhanced debt ratings as provided by S&P or Moody's. In the event
that S&P and Moody's ratings of the Company are not equivalent, the applicable
Facility Fee, Eurocurrency Margin and Base Rate Margin will be determined by the
higher rating. In the event that either S&P or Moody's ceases to provide a
long-term senior unsecured non-credit-enhanced debt rating for the Company, the
applicable Facility Fee, Eurocurrency Margin and Base Rate Margin will be
determined by reference to the rating issued by the other rating agency. For any
period in which neither S&P nor Moody's provides a long-term senior unsecured
non-credit-enhanced debt rating for the Company, the rating shall for purposes
of this definition be <BBB/Baa2. For Loans and CAF Advances outstanding after
the Termination Date, the Eurocurrency Margin and Base Rate Margin shall be
increased by an additional 25.0 basis points.

         "Quarterly Report" has the meaning set forth in Section 7.1(b).

         "Register" has the meaning set forth in Section 2.13.

         "Regulation D" has the meaning set forth in Section 10.3(a).

         "Regulatory Change" has the meaning set forth in Section 10.3(a).

         "Reportable Event" has the meaning set forth in Title IV of ERISA.

         "Required Banks" means, at any time, holders of more than 50% of the
Aggregate Exposures of all Banks then in effect, provided that, for purposes of
declaring the Loans to be due and payable pursuant to Section 8, and for all
purposes after the Loans and CAF Advances become due and payable pursuant to
Section 8 or the Commitments expire or terminate, the CAF Advances of the Banks
shall be included in their respective Aggregate Exposures in determining the
Required Banks.

         "Requirement of Law" means as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.
<PAGE>
                                                                              13

         "Reserves" has the meaning set forth in Section 10.3(b).

         "Revolving Percentage" means, as to any Bank at any time, the
percentage which such Bank's Commitment then constitutes of the Aggregate
Commitments or, at any time after the Commitments shall have expired or
terminated, the percentage which the aggregate principal amount of such Bank's
Extensions of Credit then outstanding constitutes of the aggregate principal
amount of the Extensions of Credit then outstanding.

         "Sale-Leasebacks" has the meaning set forth in Section 7.4.

         "Senior Debt" has the meaning set forth in Section 7.6.

         "Spot Rate" means, on any day, with respect to two currencies, the
arithmetic mean of the buy and sell spot rates of exchange for the purchase and
sale of such two currencies for each other as publicly or generally quoted by
the Administrative Agent on the date of the determination, or if the
Administrative Agent is not publicly or generally quoting such exchange rates on
such date, then such rate as the Administrative Agent shall determine in good
faith for purposes hereof.

         "Subsidiary" means a corporation, partnership, limited liability
company or other entity which would be consolidated on the balance sheets of the
Company and its Subsidiaries in accordance with GAAP. Unless otherwise
qualified, all references to a "Subsidiary" or to "Subsidiaries" in this
Agreement shall refer to a Subsidiary or Subsidiaries of the Company. For
purposes of the definition of "Consolidated Total Debt", "Subsidiary" shall be
deemed to include the Special Purpose Borrower (as defined in the Five-Year Term
Loan Agreement), if any.

         "10-K Report" has the meaning set forth in Section 7.1(a).

         "10-Q Report" has the meaning set forth in Section 7.1(b).

         "Termination Date" has the meaning set forth in Section 2.1(b).

         "United States dollars" and "$" mean the lawful currency of the United
States.

         "Utilization Fee" means the utilization fee payable by the Company
pursuant to Section 2.3(b).

SECTION 2. THE LOANS

         2.1 THE COMMITMENT; TERMINATION DATE; INCREASE IN COMMITMENTS

         (a) Subject to the terms and conditions set forth in this Agreement,
each Bank agrees to make Domestic Loans and Eurocurrency Loans to the Company or
any Affiliate, each from time to time during the period from the date hereof to
and including the Termination Date in amounts which (i) do not exceed the Bank's
Commitment, (ii) do not cause the aggregate Equivalent principal amount of all
Foreign Currency Loans then outstanding to exceed $250,000,000, and (iii) do not
cause the sum of the aggregate Equivalent principal amount of Loans and CAF
Advances then outstanding to exceed the Aggregate Commitments. Within the
conditions



<PAGE>
                                                                              14


specified in this Agreement, the Company or any Affiliate may borrow under this
Section 2.1, repay under Sections 2.17 and 2.18 and reborrow under this Section
2.1. The date of Borrowing of any Loan or advance of any CAF Advance may not be
after the Termination Date. After the Termination Date, the Banks shall not make
any new Loans or CAF Advances to the Company or any Affiliate, however, the
Company or any Affiliate may extend or convert (pursuant to Section 2.12) Loans
or CAF Advances outstanding on the Termination Date.

         (b) The "Termination Date" shall be June 18, 2004.

         (c) The Company may from time to time elect to increase the Aggregate
Commitments so long as, after giving effect thereto, the total amount of the
Aggregate Commitments does not exceed $780,000,000. The Company may arrange for
any such increase to be provided by one or more Banks (each Bank so agreeing, in
its sole discretion, to an increase in its Commitment, an "Increasing Bank"), or
by one or more banks, financial institutions or other entities (each such bank,
financial institution or other entity, an "Augmenting Bank"), to increase their
existing Commitments, or extend Commitments, provided that (i) each Augmenting
Bank, shall be subject to the approval of the Company and the Administrative
Agent and (ii) the Company and each applicable Increasing Bank or Augmenting
Bank shall execute all such documentation as the Administrative Agent shall
reasonably specify. Increases and new Commitments created pursuant to this
clause (c) shall become effective on the date agreed by the Company, the
Administrative Agent and the relevant Banks, and the Administrative Agent shall
notify each affected Bank thereof. Notwithstanding the foregoing, no increase in
the Aggregate Commitments (or in the Commitment of any Bank), shall become
effective under this Section 2.1(c) unless, (i) on the proposed date of the
effectiveness of such increase, the conditions set forth in paragraphs (iii) and
(iv) of Section 5.1(a) and paragraphs (i) and (ii) of Section 5.1(b) shall be
satisfied and the Administrative Agent shall have received a certificate to that
effect dated such date and executed by a responsible officer of the Company and
(ii) the Administrative Agent shall have received (with sufficient copies for
each of the Banks) documents consistent with those delivered on the Effective
Date under Section 6.1 as to the corporate power and authority of the Company
and related matters to borrow hereunder after giving effect to such increase. On
the effective date of any increase in the Aggregate Commitments, (i) each
relevant Increasing Bank and Augmenting Bank shall make available to the
Administrative Agent such amounts in immediately available funds and in the
relevant currency or currencies as the Administrative Agent shall determine, for
the benefit of the other relevant Banks, as being required in order to cause,
after giving effect to such increase and the use of such amounts to make
payments to such other relevant Banks, each Bank's portion of the outstanding
Loans in each currency to equal its Revolving Percentage of such outstanding
Loans in each such currency and (ii) the Company shall be deemed to have repaid
and reborrowed all outstanding Loans as of the date of any increase in the
relevant Commitments (with such reborrowing to consist of the Loans, with
related Interest Periods if applicable, specified in a notice delivered by the
Company in accordance with the requirements of Section 2.6). The deemed payments
made pursuant to clause (ii) of the immediately preceding sentence in respect of
each Eurocurrency Loan shall be subject to indemnification by the Company
pursuant to the provisions of Section 2.18 if the deemed payment occurs other
than on the last day of the related Interest Periods.


<PAGE>
                                                                              15


         2.2 PROCEEDS OF LOANS

         The principal amount of each Loan shall be disbursed to the Company or
an Affiliate, as applicable, on the date of Borrowing of such Loan in the
currency in which the Loan is denominated in immediately available funds to the
account of the Company or the Affiliate, as applicable, specified by the Company
or the Affiliate (or the Company on behalf of the Affiliate) to the
Administrative Agent from time to time.

         2.3 FACILITY FEE; UTILIZATION FEE

         (a) The Company shall pay to the Administrative Agent for the account
of the Banks a facility fee (the "Facility Fee") for the period from the
Effective Date to and including the Termination Date at a rate determined in
accordance with the Pricing Grid multiplied by the Aggregate Commitments
(regardless of whether any Loans are outstanding). The Facility Fee with respect
to each Commitment Quarter shall be payable in arrears on each Fee Payment Date
and shall be computed on the basis of a year of 365 (or 366) days for the actual
number of days for which due. The Facility Fee shall be payable to the
Administrative Agent and shall be transmitted via the National Automated
Clearing House Association electronic payments network in the United States to
an account in the continental United States specified by the Administrative
Agent from time to time by notice to the Company.

         (b) For any quarter during which the sum of the average principal
amount of Aggregate Extensions of Credit outstanding hereunder and the Aggregate
Extensions of Credit (as defined in the Five-Year Revolving Credit Agreement),
(a) exceeds 33 1/3% of the sum of (i) the Aggregate Commitments (as defined in
the Five-Year Revolving Credit Agreement) and (ii) the Aggregate Commitments
hereunder or, if the Commitments have been terminated pursuant to Section
2.1(b), the sum of the Aggregate Extensions of Credit hereunder, then the
Company shall pay to the Administrative Agent for the account of the Banks a
quarterly utilization fee in the amount of 0.125% per annum multiplied by the
daily average balance of the Aggregate Extensions of Credit outstanding
hereunder during such quarter or (b) exceeds 66 2/3% of the sum of (x) the
Aggregate Commitments (as defined in the Five-Year Revolving Credit Agreement)
and (y) the Aggregate Commitments hereunder or, if the Commitments have been
terminated pursuant to Section 2.1(b), the sum of the Aggregate Extensions of
Credit hereunder, then the Company shall pay to the Administrative Agent for the
account of the Banks a quarterly utilization fee in the amount of 0.250% per
annum multiplied by the daily average balance of the Aggregate Extensions of
Credit outstanding hereunder during such quarter; provided, that if the relevant
Utilization Fee is applicable at the time the Commitments are terminated
pursuant to Section 8.1 or Section 8.3, it shall remain applicable with respect
to the Aggregate Extensions of Credit after the date the Commitments are so
terminated. For any quarter in which a Utilization Fee is due, such Utilization
Fee shall be calculated on a 360-day basis and payable quarterly in arrears on
the applicable Fee Payment Date.

         2.4 MARK-TO-MARKET

         Five Domestic Business Days prior to the end of any Interest Period
applicable to any Loan (or, if there are no Interest Periods for any such Loan,
five Domestic Business Days prior to the next


<PAGE>
                                                                              16

succeeding interest payment date for such Loan as specified in Section 2.15)
(the "Mark-to-Market Day"), the Administrative Agent shall determine the
aggregate amount of all outstanding Extensions of Credit and CAF Advances in
United States dollars, and the Equivalent in United States dollars of all
outstanding Extensions of Credit and CAF Advances in Foreign Currencies
(calculated on the Mark-to-Market Day), and if such aggregate amount exceeds the
Aggregate Commitments or, in the case of any Interest Period ending more than
five Domestic Business Days after the Termination Date, the Aggregate
Commitments in effect as of the Termination Date (as a result of a decrease in
the value of the United States dollar as measured against the value of Foreign
Currencies in which outstanding Extensions of Credit or CAF Advances are
denominated), the Administrative Agent shall promptly notify the Company and, in
the case of an Affiliate's Loan, the Affiliate, and, at the end of the
applicable Interest Period or on the applicable interest payment date for such
Loan, as the case may be, the Company, or the Affiliate (in the case of an
Affiliate's Loan), shall prepay, in whole or in part, as necessary, the
principal of such Loan in an amount such that after such prepayment such excess
is eliminated; it being understood, however, that if prepayment of the entire
principal amount of such Loan for which the current Interest Period is ending or
for which interest thereon is coming due will not reduce the aggregate amount of
outstanding Extensions of Credit and CAF Advances to the level required above,
then only prepayment of the entire principal amount of such Loan shall be
required. Notwithstanding that only the Loan for which the current Interest
Period is ending or for which interest thereon is coming due will be required to
be prepaid, in whole or in part, as required above, the Company or the
Affiliate, as applicable, shall have the option in its discretion to reduce
Extensions of Credit and CAF Advances to the required level by prepaying other
Loans or causing other Affiliates to prepay other Loans.

         2.5 OPTIONAL TERMINATION OR REDUCTION OF COMMITMENTS

         The Company may at any time or from time to time, upon three Domestic
Business Days' written notice to the Administrative Agent at the Notice Office,
(a) terminate the Commitments if no Loans or CAF Advances are then outstanding
hereunder or (b) reduce the unused portion of the Commitments; provided that no
such termination or reduction of Commitments shall be permitted if, after giving
effect thereto and to any prepayments of the Loans made on the effective date
thereof, the sum of the Aggregate Extensions of Credit and outstanding CAF
Advances would exceed the Aggregate Commitments. From the effective date of any
such termination or reduction, the Facility Fee specified in Section 2.3 shall
cease to accrue or shall be correspondingly reduced, provided that no such
termination or reduction shall affect the Company's obligation to pay the
Facility Fee to the extent theretofore accrued. If the Company terminates the
Commitments in their entirety, such accrued Facility Fee shall be payable within
30 days after the effective date of such termination in the manner provided in
Section 2.3. Any termination or reduction of the unused portion of the
Commitments by the Company pursuant to this Section 2.5 shall be in an amount
equal to $1,000,000, or a whole multiple thereof, and shall be irrevocable.

         2.6 NOTICE OF BORROWING; PROCEDURE

         With respect to each Domestic Borrowing, the Company (on behalf of
itself or an Affiliate) shall give notice of the Borrowing to the Administrative
Agent at the Notice Office no later than the date of such Borrowing, but not
later than 11:00 a.m. (New York City time) on such date. With respect to each
Eurocurrency Borrowing which is denominated in United States dollars, the



<PAGE>
                                                                              17

Company (on behalf of itself or an Affiliate) shall give notice of the Borrowing
to the Administrative Agent at the Notice Office no later than three Eurodollar
Business Days prior to the date of such Borrowing, but not later than 11:00 a.m.
(New York City time) on such date. With respect to each Foreign Currency
Borrowing, the Company (on behalf of its Affiliate) shall give notice of the
Borrowing to the Administrative Agent at the Foreign Currency Notice Office no
later than three Foreign Currency Business Days prior to the date of such
Borrowing, but not later than 3:00 p.m. (London, England time) on such date. In
each case, the notice shall be given by telephone (and shall be promptly
confirmed in a writing substantially in the form of Exhibit B hereto) and shall
specify:

         (a) the borrower;

         (b) the date of such Borrowing, which shall be a Domestic Business Day
in the case of a Domestic Borrowing, a Eurodollar Business Day in the case of a
Eurocurrency Borrowing which is denominated in United States dollars, or a
Foreign Currency Business Day in the case of a Foreign Currency Borrowing;

         (c) the amount of such Borrowing, which shall be not less than
$1,000,000 or the Equivalent thereof on the date of notice and, if such Loan is
to be a Eurocurrency Loan, the currency in which such Loan shall be denominated;

         (d) whether the Loan comprising such Borrowing is to be a Base Rate
Loan or a Eurocurrency Loan;

         (e) if such Loan is to be a Eurocurrency Loan, the duration of the
initial Interest Period; and

         (f) whether any Bank has requested a Gross-up pursuant to the next
succeeding sentence.

At the time that the Company (on behalf of itself or an Affiliate) gives a
notice of Borrowing, each Bank shall telephonically notify the Company and the
Administrative Agent whether such Bank will require a Gross-up for withholding
taxes in connection with such Loan (as provided in Section 10.4). A notice of
Borrowing, once given to the Administrative Agent, shall not be revocable by the
Company or an Affiliate, except in the event that any Bank notifies the Company
at the time the Company gives notice of the Borrowing that a Gross-up will be
required, in which case, the Company (on behalf of itself or the Affiliate) may
promptly withdraw the notice of Borrowing.

Upon receipt of any such notice of Borrowing from the Company, the
Administrative Agent shall promptly notify each Bank thereof. Each Bank will
make the amount of its pro rata share of each Borrowing available to the
Administrative Agent for the account of the Company (or Affiliate) at the
Domestic Funding Office in the case of Domestic Loans, the Eurodollar Funding
Office in the case of Eurocurrency Loans which are denominated in United States
dollars and the Foreign Currency Funding Office in the case of Foreign Currency
Loans, in each case prior to 12:00 Noon, local time, on the date of Borrowing
requested by the Company in funds immediately


<PAGE>
                                                                              18

available to the Administrative Agent. Such Borrowing will then be made
available to the Company (or an Affiliate) by the Administrative Agent crediting
the account of the Company (or such Affiliate) on the books of such office with
the aggregate of the amounts made available to the Administrative Agent by the
Banks and in like funds as received by the Administrative Agent.

         2.7 CAF ADVANCES

         During the CAF Availability Period and subject to the terms and
conditions of this Agreement, the Company may borrow (a) Fixed Rate CAF Advances
from time to time on any Domestic Business Day or, in the case of CAF Advances
denominated in Foreign Currencies, any Foreign Currency Business Day and (b)
LIBO Rate CAF Advances (to the extent, in the case of currencies other than
United States dollars, the LIBO Rate can be determined pursuant to the first
sentence of the definition thereof) from time to time on any Eurodollar Business
Day or, in the case of CAF Advances denominated in Foreign Currencies, any
Foreign Currency Business Day. CAF Advances may be borrowed in amounts such that
the aggregate amount of Extensions of Credit and CAF Advances outstanding at any
time shall not exceed the Aggregate Commitments at such time. Within the limits
and on the conditions hereinafter set forth with respect to CAF Advances, the
Company from time to time may borrow, repay and reborrow CAF Advances.

         2.8 PROCEDURE FOR CAF ADVANCE BORROWING

         (a) The Company shall request CAF Advances by delivering a CAF Advance
Request to the Administrative Agent, not later than 12:00 Noon (New York City
time) four Eurodollar Business Days prior to the proposed CAF Borrowing Date (in
the case of a LIBO Rate CAF Advance Request), and not later than 10:00 A.M. (New
York City time) one Domestic Business Day prior to the proposed CAF Borrowing
Date (in the case of a Fixed Rate CAF Advance Request). Each CAF Advance Request
in respect of any CAF Borrowing Date may solicit bids for CAF Advances on such
CAF Borrowing Date in an aggregate principal amount of $1,000,000 or an integral
multiple of $1,000,000 in excess thereof and having not more than three
alternative CAF Advance Maturity Dates. The CAF Advance Maturity Date for each
CAF Advance shall be the date set forth therefor in the relevant CAF Advance
Request, which date shall be (i) not less than 7 days nor more than 360 days
after the CAF Borrowing Date therefor, in the case of a Fixed Rate CAF Advance,
(ii) one, two, three or six months after the CAF Borrowing Date therefor, in the
case of a LIBO CAF Advance and (iii) not later than the Termination Date, in the
case of any CAF Advance. The Administrative Agent shall notify each Bank
promptly by facsimile transmission of the contents of each CAF Advance Request
received by the Administrative Agent.

         (b) In the case of a LIBO Rate CAF Advance Request, upon receipt of
notice from the Administrative Agent of the contents of such CAF Advance
Request, each Bank may elect, in its sole discretion, to offer irrevocably to
make one or more CAF Advances at the applicable LIBO Rate plus (or minus) a
margin determined by such Bank in its sole discretion for each such CAF Advance.
Any such irrevocable offer shall be made by delivering a CAF Advance Offer to
the


<PAGE>
                                                                              19

Administrative Agent, before 10:30 A.M. (New York City time) on the day that is
three Eurodollar Business Days before the proposed CAF Borrowing Date, setting
forth:

                  (i) the maximum amount of CAF Advances for each CAF Advance
         Maturity Date and the aggregate maximum amount of CAF Advances for all
         CAF Advance Maturity Dates which such Bank would be willing to make
         (which amounts may, subject to Section 2.7, exceed such Bank's
         Commitment); and

                  (ii) the margin above or below the applicable LIBO Rate at
         which such Bank is willing to make each such CAF Advance.

The Administrative Agent shall advise the Company before 11:00 A.M. (New York
City time) on the date which is three Eurodollar Business Days before the
proposed CAF Borrowing Date of the contents of each such CAF Advance Offer
received by it. If the Administrative Agent, in its capacity as a Bank, shall
elect, in its sole discretion, to make any such CAF Advance Offer, it shall
advise the Company of the contents of its CAF Advance Offer before 10:15 A.M.
(New York City time) on the date which is three Eurodollar Business Days before
the proposed CAF Borrowing Date.

         (c) In the case of a Fixed Rate CAF Advance Request, upon receipt of
notice from the Administrative Agent of the contents of such CAF Advance
Request, each Bank may elect, in its sole discretion, to offer irrevocably to
make one or more CAF Advances at a rate of interest determined by such Bank in
its sole discretion for each such CAF Advance. Any such irrevocable offer shall
be made by delivering a CAF Advance Offer to the Administrative Agent before
9:30 A.M. (New York City time) on the proposed CAF Borrowing Date, setting
forth:

                  (i) the maximum amount of CAF Advances for each CAF Advance
         Maturity Date, and the aggregate maximum amount for all CAF Advance
         Maturity Dates, which such Bank would be willing to make (which amounts
         may, subject to Section 2.7, exceed such Bank's Commitment); and

                  (ii) the rate of interest at which such Bank is willing to
         make each such CAF Advance.

The Administrative Agent shall advise the Company before 10:00 A.M. (New York
City time) on the proposed CAF Borrowing Date of the contents of each such CAF
Advance Offer received by it. If the Administrative Agent, in its capacity as a
Bank, shall elect, in its sole discretion, to make any such CAF Advance Offer,
it shall advise the Company of the contents of its CAF Advance Offer before 9:15
A.M. (New York City time) on the proposed CAF Borrowing Date.

         (d) Before 11:30 A.M. (New York City time) three Eurodollar Business
Days before the proposed CAF Borrowing Date (in the case of CAF Advances
requested by a LIBO Rate CAF Advance Request) and before 10:30 A.M. (New York
City time) on the proposed CAF Borrowing Date (in the case of CAF Advances
requested by a Fixed Rate CAF Advance Request), the Company, in its absolute
discretion, shall:


<PAGE>
                                                                              20

                  (i) cancel such CAF Advance Request by giving the
         Administrative Agent telephone notice to that effect, or

                  (ii) by giving telephone notice to the Administrative Agent
         (immediately confirmed by delivery to the Administrative Agent of a CAF
         Advance Confirmation by facsimile transmission) (A) subject to the
         provisions of Section 2.8(e), accept one or more of the offers made by
         any Bank or Banks pursuant to Section 2.8(b) or Section 2.8(c), as the
         case may be, and (B) reject any remaining offers made by Banks pursuant
         to Section 2.8(b) or Section 2.8(c), as the case may be.

         (e) The Company's acceptance of CAF Advances in response to any CAF
Advance Offers shall be subject to the following limitations:

                  (i) the amount of CAF Advances accepted for each CAF Advance
         Maturity Date specified by any Bank in its CAF Advance Offer shall not
         exceed the maximum amount for such CAF Advance Maturity Date specified
         in such CAF Advance Offer;

                  (ii) the aggregate amount of CAF Advances accepted for all CAF
         Advance Maturity Dates specified by any Bank in its CAF Advance Offer
         shall not exceed the aggregate maximum amount specified in such CAF
         Advance Offer for all such CAF Advance Maturity Dates;

                  (iii) the Company may not accept offers for CAF Advances for
         any CAF Advance Maturity Date in an aggregate principal amount in
         excess of the maximum principal amount requested in the related CAF
         Advance Request; and

                  (iv) if the Company accepts any of such offers, it must accept
         offers based solely upon pricing for each relevant CAF Advance Maturity
         Date and upon no other criteria whatsoever, and if two or more Banks
         submit offers for any CAF Advance Maturity Date at identical pricing
         and the Company accepts any of such offers but does not wish to (or, by
         reason of the limitations set forth in Section 2.7, cannot) borrow the
         total amount offered by such Banks with such identical pricing, the
         Company shall accept offers from all of such Banks in amounts allocated
         among them pro rata according to the amounts offered by such Banks
         (with appropriate rounding, in the sole discretion of the Company, to
         assure that each accepted CAF Advance is an integral multiple of
         $1,000,000); provided that if the number of Banks that submit offers
         for any CAF Advance Maturity Date at identical pricing is such that,
         after the Company accepts such offers pro rata in accordance with the
         foregoing provisions of this paragraph, the CAF Advance to be made by
         any such Bank would be less than $5,000,000 principal amount, the
         number of such Banks shall be reduced by the Administrative Agent by
         lot until the CAF Advances to be made by each such remaining Bank would
         be in a principal amount of $5,000,000 or an integral multiple of
         $1,000,000 in excess thereof.

         (f) If the Company notifies the Administrative Agent that a CAF Advance
Request is cancelled pursuant to Section 2.8(d)(i), the Administrative Agent
shall give prompt telephone notice thereof to the Banks.


<PAGE>
                                                                              21

         (g) If the Company accepts pursuant to Section 2.8(d)(ii) one or more
of the offers made by any Bank or Banks, the Administrative Agent promptly shall
notify each Bank which has made such an offer of (i) the aggregate amount of
such CAF Advances to be made on such CAF Borrowing Date for each CAF Advance
Maturity Date and (ii) the acceptance or rejection of any offers to make such
CAF Advances made by such Bank. Before 12:00 Noon (New York City time) on the
CAF Borrowing Date specified in the applicable CAF Advance Request, each Bank
whose CAF Advance Offer has been accepted shall make available to the
Administrative Agent at its Domestic Funding Office in the case of Fixed Rate
CAF Advances and its Eurodollar Funding Office in the case of LIBO Rate CAF
Advances the amount of CAF Advances to be made by such Bank, in immediately
available funds. The Administrative Agent will make such funds available to the
Company as soon as practicable on such date at such office of the Administrative
Agent. It shall be a condition to each CAF Advance, and each CAF Advance
accepted by the Company shall be deemed to be a representation and warranty by
the Company, that:

                  (i) the principal amount of such CAF Advance, when added to
         the aggregate principal amount of all Extensions of Credit and other
         CAF Advances then outstanding hereunder, shall not exceed the amount of
         the Aggregate Commitments, each such amount, if applicable, being
         expressed in the United States dollar Equivalent thereof on the date of
         the notice of Borrowing;

                  (ii) after giving effect to the making of such CAF Advance no
         Event of Default nor Event of Default - Bankruptcy and no event which,
         with the giving of notice or lapse of time or both, would become an
         Event of Default or an Event of Default - Bankruptcy shall have
         occurred and be continuing; and

                  (iii) the representations and warranties of the Company
         contained in this Agreement, except those contained in Sections 6.2(b)
         and 6.3, shall be true and correct in all material respects on and as
         of the date of such CAF Advance, except to the extent such
         representations and warranties expressly relate to an earlier date.

As soon as practicable after each CAF Borrowing Date, the Administrative Agent
shall notify each Bank of the aggregate amount of CAF Advances advanced on such
CAF Borrowing Date and the respective CAF Advance Maturity Dates thereof.

         (h) Notwithstanding anything to the contrary in this Section 2.8, in
the case of CAF Advances to be denominated in a Foreign Currency, the Company
and the Administrative Agent shall agree upon such modification to the notice
times, bid times, funding times, minimum amounts and other procedures set forth
above in this Section 2.8 that are appropriate for the relevant Foreign
Currency; and the Administrative Agent shall advise the Banks and the Company of
such modifications prior to the delivery of any CAF Advance Request soliciting
bids for CAF Advances in such Foreign Currency.


<PAGE>
                                                                              22

         2.9 CAF ADVANCE PAYMENTS

         (a) The Company shall pay to the Administrative Agent, for the account
of each Bank which has made a CAF Advance, on the applicable CAF Advance
Maturity Date the then unpaid principal amount of such CAF Advance. The Company
shall not have the right to prepay any principal amount of any CAF Advance
without the consent of the Bank to which such CAF Advance is owed.

         (b) The Company shall pay interest on the unpaid principal amount of
each CAF Advance from the CAF Borrowing Date to applicable CAF Advance Maturity
Date at the rate of interest specified in the CAF Advance Offer accepted by the
Company in connection with such CAF Advance (calculated on the basis of a
360-day year for actual days elapsed), payable on each applicable CAF Advance
Interest Payment Date.

         (c) If any principal of, or interest on, any CAF Advance shall not be
paid when due (whether at the stated maturity, by acceleration or otherwise),
such CAF Advance shall, without limiting any rights of any Bank under this
Agreement, bear interest from the date on which such payment was due at a rate
per annum which is 1% above the rate which would otherwise be applicable to such
CAF Advance until the stated CAF Advance Maturity Date of such CAF Advance, and
for each day thereafter at a rate per annum which is 1% above the ABR, in each
case until paid in full (as well after as before judgment). Interest accruing
pursuant to this paragraph (c) shall be payable from time to time on demand.

         2.10 CERTAIN RESTRICTIONS

         A CAF Advance Request may request offers for CAF Advances to be made on
not more than one CAF Borrowing Date and to mature on not more than three CAF
Advance Maturity Dates. No CAF Advance Request may be submitted earlier than
five Domestic Business Days after submission of any other CAF Advance Request.

         2.11 PROMISE TO PAY CAF ADVANCES; EVIDENCE OF CAF ADVANCES

         The Company unconditionally promises to pay to the Administrative
Agent, for the account of each Bank that makes a CAF Advance, on the CAF Advance
Maturity Date with respect thereto, the principal amount of such CAF Advance.
The Company further unconditionally promises to pay interest on each CAF Advance
and each Loan for the period from and including the CAF Borrowing Date of such
CAF Advance on the unpaid principal amount thereof from time to time outstanding
at the applicable rate per annum determined as provided in, and payable as
specified in, Section 2.9(b). Each Bank shall maintain in accordance with its
usual practice appropriate records evidencing indebtedness of the Company to
such Bank resulting from each CAF Advance of such Bank from time to time,
including the amounts of principal and interest payable and paid to such Bank
from time to time in respect of each such CAF Advance.


<PAGE>
                                                                              23

         2.12 EXTENSION OF TERM OF LOANS; CONVERSION OF LOANS

         (a) The Company may, at its option, elect (on behalf of itself or any
Affiliate which has borrowed hereunder) (i) to extend any outstanding
Eurocurrency Loan (such extended Eurocurrency Loan to be denominated in the same
currency as that prior to such extension) or (ii) to convert any outstanding
Base Rate Loan into a Eurocurrency Loan denominated in United States dollars, or
any outstanding Eurocurrency Loan denominated in United States dollars into a
Base Rate Loan, in each case, by giving notice to the Administrative Agent at
the Notice Office and, in the case of Loans to be continued in a Foreign
Currency, the Foreign Currency Notice Office of such election; provided,
however, that the borrower must remain the same in connection with any extension
or conversion of a Loan.

         (b) An outstanding Loan may be converted pursuant to Section 2.12(a)
only on a day which meets both of the following requirements:

                  (i) an outstanding Loan may only be converted on a day which
         is (A) if such outstanding Loan is a Domestic Loan, a Domestic Business
         Day or (B) if such outstanding Loan is a Eurocurrency Loan denominated
         in United States dollars, a Eurodollar Business Day; and

                  (ii) an outstanding Loan may only be converted into (A) a
         Domestic Loan on a Domestic Business Day or (B) a Eurocurrency Loan
         which is denominated in United States dollars on a Eurodollar Business
         Day.

Subject to the requirements of this Section 2.12(b), an outstanding Loan may be
converted on the last day of the then-existing Interest Period for such Loan (if
such Loan has an Interest Period) or at any time (if such Loan does not have an
Interest Period), as provided in Section 2.12(b), or, in the case of a Loan
having an Interest Period, at times other than the last day of an Interest
Period, as provided in Section 2.12(f).

         (c) The notice by the Company to the Administrative Agent of an
election pursuant to Section 2.12(a) to extend any outstanding Loan, to convert
any outstanding Loan on the last day of the then-existing Interest Period (if
the outstanding Loan has an Interest Period) or to convert any outstanding Loan
which does not have an Interest Period shall be given by telephone (and shall be
promptly confirmed in a writing substantially in the form of Exhibit B hereto)
as follows:

                  (i) if such outstanding Loan is to be extended and is a
         Eurocurrency Loan denominated in United States dollars, by giving
         notice no later than three Eurodollar Business Days prior to the last
         day of the then-existing Interest Period with respect to such Loan, but
         not later than 11:00 a.m. (New York City time) on such day;

                  (ii) if such outstanding Loan is to be extended and is a
         Foreign Currency Loan, by giving notice no later than three Foreign
         Currency Business Days prior to the last day of the then-existing
         Interest Period with respect to such Loan, but not later than 3:00 p.m.
         (London, England time) on such day;


<PAGE>
                                                                              24

                  (iii) if such outstanding Loan is a Eurocurrency Loan
         denominated in United States dollars and is to be converted into a
         Domestic Loan, by giving notice no later than the last day of the
         then-existing Interest Period with respect to such outstanding Loan not
         later than 11:00 a.m. (New York City time) on such day; and

                  (iv) if such outstanding Loan is a Domestic Loan which is to
         be converted into a Eurocurrency Loan denominated in United States
         dollars, by giving notice no later than three Eurodollar Business Days,
         but not later than 11:00 a.m. (New York City time) on such date, prior
         to the day on which the Company or the Affiliate, as applicable,
         desires the conversion of such outstanding Loan to be made effective;
         and

         (d) Each notice given by the Company pursuant to this Section 2.12
shall specify:

                  (i) whether such outstanding Loan is to be extended or
         converted;

                  (ii) if such outstanding Loan is to be converted, the date
         such conversion should be effective;

                  (iii) if such outstanding Loan is to be extended and is a
         Eurocurrency Loan, the Interest Period for the Loan as so extended;

                  (iv) if such outstanding Loan is to be converted, whether such
         Loan is to be converted into a Base Rate Loan or Eurocurrency Loan
         denominated in United States dollars;

                  (v) if such outstanding Loan is to be converted into a
         Eurocurrency Loan denominated in United States dollars, the Interest
         Period therefor; and

                  (vi) whether the Administrative Agent or any Bank has
         requested a Gross-up pursuant to subsection (g) below.

         (e) With respect to each outstanding Loan which shall be extended or
converted pursuant to this Section 2.12:

                  (i) the Company or the Affiliate, whichever shall be the
         borrower, shall pay to the Administrative Agent for the account of each
         Bank all accrued and unpaid interest with respect to such outstanding
         Loan,

                           (A) if such Loan is a Eurocurrency Loan, on the last
                  day of the then-existing Interest Period with respect to such
                  outstanding Loan; or

                           (B) if such Loan is a Base Rate Loan, or if pursuant
                  to Section 2.12(f) the Loan is being converted on a day other
                  than the last day of the then-existing Interest Period, on the
                  day such outstanding Loan is converted;

                  (ii) no repayment of the principal amount of such outstanding
         Loan shall be required; and


<PAGE>
                                                                              25

                  (iii) the Loan to be outstanding upon the extension or
         conversion of an outstanding Loan shall not be deemed to be a new Loan
         under Section 5.1 of this Agreement.

         (f) Subject to the requirements of Sections 2.12(a) and 2.12(b), any
outstanding Eurocurrency Loan denominated in United States dollars may be
converted into a Base Rate Loan pursuant to this Section 2.12 at times other
than the last day of an Interest Period; provided, however, that

                  (i) the Company's notice (on behalf of itself or an Affiliate)
         with respect to any such conversion shall be given no later than the
         date of such conversion, but not later than 11:00 a.m. (New York City
         time) on such date; and

                  (ii) the Company or the Affiliate, whichever is the borrower,
         shall reimburse each Bank on demand for any loss incurred by it as a
         result of the timing of any such conversion in an amount determined as
         provided in Section 2.18 with respect to prepayments.

         (g) At the time that the Company (on behalf of itself or an Affiliate)
gives a notice to extend or convert any Loan pursuant to the requirements of
this Section 2.12, each Bank shall telephonically notify the Company and the
Administrative Agent whether such Bank will require a Gross-up for withholding
taxes in connection with such Loan as so extended or converted (as provided in
Section 10.4). A notice to extend or convert any Loan, once given to the
Administrative Agent, shall not be revocable by the Company or an Affiliate,
except in the event that any Bank notifies the Company at the time the Company
gives notice to extend or convert a Loan that a Gross-up will be required, in
which case, the Company (on behalf of itself or the Affiliate) may promptly
withdraw the notice to extend or convert the Loan.

         (h) Notwithstanding anything to the contrary in the foregoing, if after
the date an outstanding Loan is borrowed the country in whose currency the Loan
is denominated becomes a Participating Member State, for so long as it remains a
Participating Member State, the Loan shall remain outstanding in accordance with
its terms but the outstanding amount of the Loan shall automatically be
converted into the equivalent amount of the euro calculated using the fixed
conversion rate established between the euro and the National Currency Unit for
such country's former currency. In addition, for so long as it exists, the
amount of such Loan denominated in the euro shall also be denominated in the
equivalent amount of the National Currency Unit for such country's former
currency, calculated in accordance with the same fixed conversion rate.

         2.13 REGISTER

         The Administrative Agent shall, on behalf of the Company and each
Affiliate, maintain at one of its offices a register for the recordation of the
names and addresses of the Banks and the Commitment of, and the principal amount
of the Loans and CAF Advances owing to, each Bank from time to time (the
"Register"). The entries in the Register shall be conclusive, in the absence of
manifest error, and the Company, each Affiliate, the Administrative Agent and
the Banks shall treat each Person whose name is recorded in the Register as the
owner of the Loans (and any


<PAGE>
                                                                              26

Notes evidencing the Loans) and the CAF Advances recorded therein for all
purposes of this Agreement. Any assignment of any Loan pursuant to Section 9.1,
whether or not evidenced by a Note, shall be effective only upon appropriate
entries with respect thereto being made in the Register (and any Note evidencing
such Loan shall expressly so provide). Any assignment or transfer of all or part
of a Loan shall be registered on the Register only upon presentation of a duly
executed Assignment and Acceptance and, if such Loan is evidenced by a Note,
surrender of such Note for registration of assignment or transfer.

         2.14 INTEREST RATES

         (a) Each Loan shall bear interest on the outstanding principal amount
thereof, as follows:

                  (i) with respect to each Base Rate Loan, at a fluctuating rate
         per annum equal to the sum of (x) the Base Rate in effect from time to
         time while such Base Rate Loan is outstanding and (y) the Base Rate
         Margin; and

                  (ii) with respect to each Eurocurrency Loan, during each
         Interest Period applicable thereto at a rate per annum equal to the sum
         of (x) the LIBO Rate applicable to such Interest Period and (y) the
         Eurocurrency Margin.

         (b) Interest on Base Rate Loans shall be computed on the basis of a
year of 365 (or 366) days and paid for the actual number of days for which due.
Interest on Eurocurrency Loans shall be computed on the basis of a year of 360
days and paid for the actual number of days for which due, provided that
interest on any Foreign Currency Loan or CAF Advance denominated in British
Pounds Sterling shall be calculated on the basis of a year of 365 (or 366) days
and paid for the actual number of days for which due. Interest for each Interest
Period with respect to a Eurocurrency Loan shall be calculated from and
including the first day thereof to but excluding the last day thereof.

         2.15 INTEREST PAYMENT DATES

         Interest on each Loan shall be payable as follows:

                  (a) with respect to each Base Rate Loan, on each March 31,
         June 30, September 30 and December 31 that such Loan is outstanding,
         and upon payment in full of such Loan; and

                  (b) with respect to each Eurocurrency Loan, (i) if the current
         Interest Period for such Eurocurrency Loan is one month, two months or
         three months, on the last day of such Interest Period or (ii) if the
         current Interest Period for such Eurocurrency Loan is six months, on
         the last day of the third month and on the last day of the sixth month
         of such Interest Period, and upon payment in full of such Loan.


<PAGE>
                                                                              27


         2.16 OVERDUE PRINCIPAL AND INTEREST

         Any overdue principal of the Loans and, to the extent permitted by law,
overdue interest thereon, shall bear interest payable on demand for each day
from the date payment thereof was due to the date of actual payment, as follows:

                  (a) with respect to each Base Rate Loan, at a rate per annum
         equal to 1% plus the sum of (x) the Base Rate in effect from time to
         time while such Loan is overdue and (y) the Base Rate Margin; and

                  (b) (i) with respect to overdue principal on each Eurocurrency
         Loan, at a daily rate, which shall be calculated by the Administrative
         Agent (whose determination shall be conclusive in the absence of
         manifest error) and shall be a rate per annum equal to the sum of (A)
         1% plus (B) the Eurocurrency Margin plus (C) the LIBO Rate, and (ii)
         with respect to overdue interest on each Eurocurrency Loan, at the rate
         per annum equal to the sum of (X) 1% plus (Y) the Eurocurrency Margin
         plus (Z) the interest rate per annum at which deposits in the amount of
         such overdue interest are offered to the Administrative Agent by other
         leading banks, as determined by the Administrative Agent, in the
         interbank market in which the Eurocurrency is obtained for a period of
         one day, or if no such rate is available, one month (or, if such amount
         remains unpaid more than three Eurocurrency Business Days, then for
         such other period of time not longer than six months as the
         Administrative Agent may elect).

         2.17 DATES FOR PAYMENT OR OPTIONAL PREPAYMENT OF PRINCIPAL

         The Company and each Affiliate unconditionally promises to repay the
unpaid principal amount of each Loan made to it on or before the Maturity Date.
The Company or an Affiliate may, at its option, prepay the principal amount of
any Loan, in whole or in part, without penalty or premium, as follows:

                  (a) with respect to any Base Rate Loan, on any Domestic
         Business Day, provided that the Company deliver an irrevocable notice
         of prepayment to the Administrative Agent no later than 11:00 a.m., New
         York City time, on such date, which notice shall specify the date and
         amount of prepayment; and

                  (b) with respect to any Eurocurrency Loan on the last day of
         any Interest Period therefore, provided that the Company deliver an
         irrevocable notice of prepayment to the Administrative Agent no later
         than 3:00 p.m., London, England time, three Eurocurrency Business Days
         prior to such date, which notice shall specify the date and amount of
         prepayment;

in each case together with accrued interest on the amount prepaid to the date of
prepayment. Partial prepayments of any Loans shall be in an aggregate principal
amount of $1,000,000 or a whole multiple thereof.


<PAGE>
                                                                              28

         2.18 OPTIONAL PREPAYMENT ON OTHER DATES; REIMBURSEMENT FOR CERTAIN
              COSTS

         The Company or an Affiliate, as applicable, may, at its option, prepay
the principal amount of any Eurocurrency Loan, in whole or in part, at times
other than those provided for in Section 2.17(b), in each case together with
accrued interest on the amount prepaid to the date of prepayment; provided,
however, that with respect to any such Loan, the Company or the Affiliate,
whichever is the borrower, shall reimburse each Bank on demand for any loss
incurred by such Bank as a result of the timing of such payment, including
without limitation, any loss incurred in liquidating or re-employing deposits
from third parties but excluding loss of the Eurocurrency Margin or any other
profit for the period after such payment, provided that the amount of such loss
shall in no event exceed the amount of interest that would have accrued from the
date of prepayment to the last day of the then-current Interest Period in the
absence of prepayment, and the relevant Bank shall have delivered to the Company
and, if the borrower is an Affiliate, to such Affiliate, a written statement
setting forth the basis for determining such loss, which written statement shall
be conclusive in the absence of manifest error. Each Bank shall use its
reasonable efforts to mitigate any loss resulting from any prepayment by the
Company or an Affiliate.

         2.19 METHOD OF PAYMENT

         All payments required to be made pursuant to this Agreement shall be
made in immediately available funds (i) with respect to the Facility Fee and the
Utilization Fee, in United States dollars to the account in the continental
United States designated by the Administrative Agent pursuant to Section 2.3,
(ii) with respect to payments relating to Loans (including, without limitation,
principal, interest, any Gross-up or any payments pursuant to Section 2.18 or
10.3) or CAF Advances, in the lawful currency of the country in which the Loan
or CAF Advance is denominated, to the Administrative Agent for the account of
the Banks at (A) the Domestic Funding Office, with respect to each Domestic Loan
and each CAF Advance denominated in United States dollars, (B) the Eurodollar
Funding Office, with respect to each Eurocurrency Loan which is denominated in
United States dollars, (C) the Foreign Currency Funding Office, with respect to
each Foreign Currency Loan or CAF Advance denominated in a Foreign Currency or
(D) in each case, at such other location as may be agreed upon by the
Administrative Agent and the Company and (iii) with respect to any other payment
due hereunder, in such currency and in such place or office as may be required
hereunder or as may otherwise be agreed upon by the Administrative Agent and the
Company. The Administrative Agent shall distribute such payments to the Banks
promptly upon receipt in like funds as received. Whenever any payment of
principal of, or interest on, any Domestic Loan or of the Facility Fee shall be
due on a day which is not a Domestic Business Day, the date for payment thereof
shall be extended to the next succeeding Domestic Business Day and, in the case
of a payment of principal, interest thereon shall be payable for such extended
time. Whenever any payment of principal of, or interest on, any Eurocurrency
Loan which is denominated in United States dollars shall be due on a day which
is not a Eurodollar Business Day, the date for payment thereof shall be extended
to the next succeeding Eurodollar Business Day, unless as a result thereof such
date would fall in the next calendar month, in which case, such date shall be
advanced to the next preceding Eurodollar Business Day, and, in the case of a
payment of principal, interest thereon shall be payable to the date of payment
as extended or advanced as the case may be. Whenever any payment of principal
of, or interest on, any Foreign Currency Loan shall be due on a day which is not
a Foreign Currency Business Day, the date for payment thereof


<PAGE>
                                                                              29

shall be extended to the next succeeding Foreign Currency Business Day, unless
as a result thereof such date would fall in the next calendar month, in which
case, such date shall be advanced to the next preceding Foreign Currency
Business Day, and, in the case of a payment of principal, interest thereon shall
be payable to the date of payment as extended or advanced as the case may be.

         2.20 PRO RATA TREATMENT AND PAYMENTS

         (a) Each Borrowing by the Company or any Affiliate from the Banks
hereunder, each payment by the Company or any Affiliate on account of the
Facility Fee or Utilization Fee and any reduction of the Commitments of the
Banks shall be made pro rata according to the respective Revolving Percentages
of the Banks.

         (b) Each payment (including each prepayment) by the Company or any
Affiliate on account of principal of and interest on the Loans shall be made pro
rata according to the respective outstanding amounts of principal and interest
then due and owing to the Banks.

         (c) Unless the Administrative Agent shall have been notified in writing
by any Bank prior to a Borrowing that such Bank will not make the amount that
would constitute its share of such Borrowing available to the Administrative
Agent, the Administrative Agent may assume that such Bank is making such amount
available to the Administrative Agent, and the Administrative Agent may, in
reliance upon such assumption, make available to the Company (or an Affiliate) a
corresponding amount. If such amount is not made available to the Administrative
Agent by the required time on the Borrowing date such Bank shall pay to the
Administrative Agent, on demand, such amount with interest thereon, at a rate
equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation, for the period until such Bank makes such amount
immediately available to the Administrative Agent. A certificate of the
Administrative Agent submitted to any Bank with respect to any amounts owing
under this paragraph shall be conclusive in the absence of manifest error. If
such Bank's share of such Borrowing is not made available to the Administrative
Agent by such Bank within three Domestic Business Days after such Borrowing
Date, the Administrative Agent shall also be entitled to recover (i) in the case
of amounts denominated in United States dollars, such amount with interest
thereon at the rate per annum applicable to Base Rate Loans, on demand, from the
Company or (ii) in the case of amounts denominated in Foreign Currencies, such
amount with interest thereon at a rate determined by the Administrative Agent to
be the cost to it of funding such amount, on demand, from the Company or the
relevant Affiliate.

         (d) Unless the Administrative Agent shall have been notified in writing
by the Company or any Affiliate prior to the date of any payment due to be made
by the Company or any Affiliate hereunder that the Company or such Affiliate
will not make such payment to the Administrative Agent, the Administrative Agent
may assume that the Company or such Affiliate is making such payment, and the
Administrative Agent may, but shall not be required to, in reliance upon such
assumption, make available to the Banks their respective pro rata shares of a
corresponding amount. If such payment is not made to the Administrative Agent by
the Company or such Affiliate within three Domestic Business Days after such due
date, the Administrative Agent shall be entitled to recover, on demand, from
each Bank to which any amount which was made


<PAGE>
                                                                              30

available pursuant to the preceding sentence (i) in the case of amounts
denominated in United States dollars, such amount with interest thereon at the
rate per annum equal to the daily average Federal Funds Effective Rate and (ii)
in the case of amounts denominated in Foreign Currencies, such amount with
interest thereon at a rate per annum determined by the Administrative Agent to
be the cost to it of funding such amount. Nothing herein shall be deemed to
limit the rights of the Administrative Agent or any Bank against the Company or
any Affiliate.

         2.21 LIMITATION ON EUROCURRENCY TRANCHES

         Notwithstanding anything to the contrary in this Agreement, all
borrowings, conversions and continuations of Eurocurrency Loans and all
selections of Interest Periods shall be in such amounts and be made pursuant to
such elections so that, no more than fifteen Eurocurrency Tranches in any
currency shall be outstanding at any one time.

SECTION 3. [RESERVED]

SECTION 4. GUARANTEE OF LOANS TO AFFILIATES

         (a) The Company hereby guarantees to the Administrative Agent, for the
ratable benefit of the Banks and their affiliates, the due and punctual payment
of the principal of and interest on any Loans made to any Affiliate under this
Agreement and any other Obligations of any Affiliate to the Administrative Agent
or any Bank under this Agreement or its Accession Memorandum (the "Guaranteed
Obligations") when and as the same shall become due and payable, whether at
maturity, upon declaration or otherwise, according to the terms thereof. Upon
the occurrence of an Affiliate Event of Default with respect to an Affiliate
under this Agreement, the Company shall on behalf of such Affiliate upon demand
by the Administrative Agent punctually make any payment due and payable by such
Affiliate under this Agreement or its Accession Memorandum, whether at maturity,
upon declaration or otherwise; and any such payment shall be treated for the
purposes of such Accession Memorandum and this Agreement (other than Section
10.4) as if such payment were made by the Affiliate.

         (b) The Company hereby agrees that its obligations under this Section 4
shall be irrevocable and unconditional and that the Company shall not have the
right to assert any defenses based upon the validity, regularity or
enforceability of any Accession Memorandum or this Agreement or any Note, the
absence of any attempt to collect from the defaulting Affiliate or other action
to enforce the same, the waiver or consent by the Administrative Agent or any
Bank with respect to any provisions thereof or hereof (other than with respect
to this Section 4), or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of the Company or of a guarantor.

         (c) With respect to its obligations under this Section 4, the Company
waives filing of claims with a court, trustee or receiver in the event of
receivership or bankruptcy of the defaulting Affiliate, diligence, presentment,
demand of payment, protest or notice with respect to Guaranteed Obligations and
all demands whatsoever (other than that provided for in subsection (a) above),
and covenants that this Guarantee is a continuing guarantee and will not be
<PAGE>
                                                                              31

discharged except by complete performance of the Guaranteed Obligations of the
defaulting Affiliate and the obligations of the Company under this Guarantee.

         (d) To the extent of any payment by the Company to the Administrative
Agent or any Bank under this Section 4, the Company shall succeed to all
corresponding claims that the Administrative Agent or such Bank may have and
otherwise be subrogated to the rights of the Administrative Agent or such Bank
against the defaulting Affiliate or any other person or security in connection
with the Loans to such Affiliate, and the Administrative Agent and any such Bank
shall use reasonable efforts to cooperate with the Company in seeking recovery
under such claims.

         (e) The Company's obligations under this Section 4 constitute a
guarantee of payment and not of collection merely and shall remain in full force
and effect with respect to any Affiliate until the Guaranteed Obligations of
such Affiliate shall have been paid in full in accordance with the terms of the
relevant Accession Memorandum and of this Agreement. If at any time any payment
of any of the Guaranteed Obligations of an Affiliate is rescinded or must be
otherwise restored or returned upon the insolvency, bankruptcy or reorganization
of such Affiliate or otherwise, the Company's obligations hereunder with respect
to such payment shall be reinstated at such time as though such payment had not
been made.

         (f) If demand for, or acceleration of the time for, payment by any
Affiliate to the Administrative Agent or any Bank of any Guaranteed Obligations
of such Affiliate is stayed upon the insolvency, bankruptcy, reorganization or
proposed compromise or arrangement with creditors of such Affiliate, all such
Guaranteed Obligations of which payment or performance is stayed that would
otherwise be subject to demand for payment or acceleration shall nonetheless be
payable by the Company under this Section 4 immediately on demand by the
Administrative Agent or such Bank.

SECTION 5. CONDITIONS TO LOANS AND CAF ADVANCES

         The obligation of each Bank to make each Loan or CAF Advance hereunder
is subject to the performance by the Company or the Affiliate, whichever is the
borrower, of all its obligations under this Agreement and to the satisfaction of
the following further conditions:

         5.1 EACH LOAN OR CAF ADVANCE TO THE COMPANY OR ANY AFFILIATE

         (a) In the case of each Loan or CAF Advance proposed to be made
hereunder to the Company or any Affiliate:

                  (i) the Administrative Agent shall have received the notice
         from the Company required by Section 2.6 or Section 2.8;

                  (ii) the principal amount of such Loan or CAF Advance, when
         added to the aggregate principal amount of all Loans and CAF Advances
         then outstanding hereunder, shall not exceed the amount of the
         Aggregate Commitments;
<PAGE>
                                                                              32

                  (iii) after giving effect to the making of such Loan or CAF
         Advance no Event of Default nor Event of Default -- Bankruptcy and no
         event which, with the giving of notice or lapse of time or both, would
         become an Event of Default or an Event of Default -- Bankruptcy shall
         have occurred and be continuing; and

                  (iv) the representations and warranties of the Company
         contained in this Agreement, except those contained in Sections 6.2(b)
         and 6.3, shall be true and correct in all material respects on and as
         of the date of such Loan or CAF Advance, as the case may be, except to
         the extent such representations and warranties expressly relate to an
         earlier date.

Each Borrowing by or CAF Advance to the Company or any Affiliate shall be deemed
to be a representation and warranty by the Company or Affiliate that the
conditions specified in clauses (ii), (iii) and (iv) above are satisfied on and
as of the date of such Borrowing or CAF Advance.

         (b) In addition to the conditions stated in Section 5.1(a) above, in
the case of each Loan proposed to be made to any Affiliate:

                  (i) after giving effect to the making of such Loan, no
         Affiliate Event of Default with respect to such Affiliate and no event
         which, with the giving of notice or lapse of time or both, would become
         an Affiliate Event of Default with respect to such Affiliate shall have
         occurred and be continuing;

                  (ii) the representations and warranties of the Affiliate
         contained in its Accession Memorandum shall be true and correct in all
         material respects on and as of the date of such Loan, except to the
         extent such representations and warranties expressly relate to an
         earlier date; and

                  (iii) upon request of the Administrative Agent or any Bank,
         the Administrative Agent or such Bank, as the case may be, shall have
         received the latest available annual and interim financial statements
         for the Affiliate (certified, if available).

Each Borrowing by any Affiliate shall be deemed to be a representation and
warranty by the Affiliate that the conditions specified in clauses (i) and (ii)
above are satisfied on and as of the date of such Borrowing or issuance.

         5.2 FIRST LOAN OR CAF ADVANCE TO THE COMPANY OR ANY AFFILIATE

         (a) In the case of the first Loan or CAF Advance proposed to be made
hereunder to the Company or any Affiliate:

                  (i) the Administrative Agent shall have received an opinion of
         the Vice President - General Counsel or an Assistant General Counsel of
         the Company, or, at the Company's option, other counsel (in which case,
         such counsel shall be satisfactory to the Administrative Agent),
         addressed to the Administrative Agent and Banks and in form
         satisfactory to the Administrative Agent in its reasonable judgment, to
         the effect that:


<PAGE>
                                                                              33

                           (A) the Company has been duly incorporated and is
                  validly existing as a corporation in good standing under the
                  laws of the State of Delaware, with corporate power under the
                  laws of such State to enter into this Agreement, to borrow
                  money and extend the Guarantee as contemplated by this
                  Agreement, and to carry out the provisions of this Agreement;

                           (B) this Agreement has been duly authorized, executed
                  and delivered by the Company and, assuming due authorization,
                  execution and delivery hereof by the Banks, is a valid and
                  binding agreement of the Company enforceable in accordance
                  with its terms, except as such enforceability may be limited
                  by bankruptcy, insolvency, reorganization or similar laws
                  relating to or affecting creditors' rights generally and by
                  general equitable principles regardless of whether such
                  enforceability is considered in a proceeding in equity or at
                  law;

                           (C) the execution, delivery and performance by the
                  Company of this Agreement will not conflict with or result in
                  a breach of any of the terms or provisions of, or constitute a
                  default under (in each case material to the Company and its
                  subsidiaries considered as a whole), or result in the creation
                  or imposition of any lien, charge or encumbrance (in each case
                  material to the Company and its subsidiaries considered as a
                  whole) upon any of the property or assets of the Company
                  pursuant to the terms of, any indenture, mortgage, deed of
                  trust, loan agreement, guarantee, lease financing agreement or
                  other similar agreement or instrument known to such counsel
                  under which the Company is a debtor or a guarantor, nor will
                  such action result in any violation of the provisions of the
                  Certificate of Incorporation or the By-Laws of the Company;
                  and

                           (D) there is no consent, approval, authorization,
                  order, registration or qualification of or with any
                  Governmental Authority having jurisdiction over the Company
                  which is required for, and the absence of which would
                  materially affect, the execution, delivery and performance of
                  this Agreement;

                  (ii) the Administrative Agent shall have received such
         additional documents as it may reasonably request relating to the
         existence and good standing of the Company under the laws of the States
         of Delaware and Michigan and to the authorization, execution and
         delivery of this Agreement in form and substance reasonably
         satisfactory to the Administrative Agent;

                  (iii) the Administrative Agent shall have received this
         Agreement, executed and delivered by the Administrative Agent, the
         Company and each Person listed on Schedule 1; and

                  (iv) the Administrative Agent shall have received satisfactory
         evidence that the Existing 364-Day Credit Agreement shall have been
         terminated in accordance with its terms and all amounts due and payable
         thereunder shall have been paid; provided, that to the extent any
         Person listed on Schedule 1 is also a lender under the Existing 364-Day
         Credit Agreement, then such Person, by executing this Agreement, agrees
         to waive


<PAGE>
                                                                              34

         compliance with the notice requirements set forth in Section 2.5 of the
         Existing 364-Day Credit Agreement for optional termination and
         reduction of the commitments thereunder.

         The documents referred to in this Section 5.2(a) shall be delivered to
the Administrative Agent no later than the date of the first Loan or CAF Advance
hereunder, except that if such Loan is a Eurocurrency Loan, the documents shall
be delivered to the Bank at least two Eurodollar Business Days before such Loan.

         (b) In addition to the conditions stated in Section 5.2(a) above, in
the case of the first Loan proposed to be made to any Affiliate, the
Administrative Agent shall have received:

                  (i) a duly executed Accession Memorandum of such Affiliate;
         and

                  (ii) such additional documents as it may reasonably request
         relating to the existence and good standing of the Affiliate under the
         laws of the jurisdiction of its incorporation or organization and to
         the authorization, execution and delivery of the Accession Memorandum,
         all in form and substance reasonably satisfactory to the Administrative
         Agent.

The documents referred to in this Section 5.2(b) shall be delivered to the
Administrative Agent no later than the date of the first Loan to the Affiliate.
Such documents, including executed documents, may be sent to the Administrative
Agent by facsimile on the required date, with the originals to be sent by
professional courier.

SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company represents and warrants to the Administrative Agent and
each Bank that:

         6.1 CORPORATE AUTHORITY OF THE COMPANY, ETC.

         (a) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with
corporate power under the laws of such State to execute and deliver this
Agreement and to perform its obligations hereunder and thereunder, and is duly
qualified and in good standing to do business as a foreign corporation in the
State of Michigan;

         (b) This Agreement has been duly authorized, executed and delivered on
behalf of the Company and, assuming due authorization, execution and delivery by
the Banks, is a valid and legally binding agreement of the Company;

         (c) The execution, delivery and performance by the Company of this
Agreement will not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under (in each case material to the
Company and its subsidiaries considered as a whole), or result in the creation
or imposition of any lien, charge or encumbrance (in each case material to the
Company and its subsidiaries considered as a whole) upon any of the property or
assets of the Company pursuant to the terms of, any indenture, mortgage, deed of
trust, loan agreement, guarantee, lease financing agreement or other similar
agreement or instrument under which the


<PAGE>
                                                                              35

Company is a debtor or a guarantor, nor will such action result in any violation
of the provisions of the Certificate of Incorporation or the By-Laws of the
Company; and

         (d) There is no consent, approval, authorization, order, registration
or qualification of or with any Governmental Authority having jurisdiction over
the Company which is required for, and the absence of which would materially
affect, the execution, delivery and performance of this Agreement.

         6.2 FINANCIAL STATEMENTS

         (a) The Company has furnished the Administrative Agent and each Bank
with, and the Administrative Agent and each Bank hereby acknowledges receipt of,
a copy of the audited consolidated balance sheet and the related consolidated
statements of income, equity and cash flows of the Company and its Subsidiaries
at December 31, 2002 and 2001, and such financial statements present fairly in
all material respects the financial position of the Company and Subsidiaries at
those dates, in conformity with GAAP; and

         (b) As of the date of this Agreement there has not occurred any
material adverse change in the financial position of the Company and its
Subsidiaries considered as a whole, since December 31, 2002.

         6.3 LITIGATION

         As of the date of this Agreement there are no legal or governmental
proceedings pending of which the Company or any of its Subsidiaries is the
subject, and no such proceedings are known by the Company to be threatened or
contemplated by Governmental Authorities or threatened by others, other than
such proceedings which the Company believes will not have a material adverse
effect upon the financial position of the Company and its Subsidiaries
considered as a whole.

         6.4 USE OF PROCEEDS

         The proceeds of the Loans and CAF Advances will be used by the Company
and its Affiliates for general corporate purposes including, without limitation,
to support commercial paper issued by the Company. None of the proceeds of the
Loans and CAF Advances will be used, directly or indirectly, for the purpose,
whether immediate, incidental or ultimate, of purchasing or carrying any margin
stock within the meaning of Regulation U of the Federal Reserve Board.

         6.5 COMPLIANCE WITH ERISA

         The Company has satisfied the minimum funding standards under ERISA
with respect to its Plans and is in compliance in all material respects with the
currently applicable provisions of ERISA.

SECTION 7. COVENANTS

         During the term of this Agreement, unless compliance shall have been
waived in writing in accordance with the terms of this Agreement, the Company
agrees that:


<PAGE>
                                                                              36

         7.1 REPORTS; CERTIFICATE AS TO DEFAULT

         It will deliver to the Administrative Agent at the Notice Office:

                   (a) within 120 days after the end of each of its fiscal years
         copies of the Company's consolidated financial statements including
         consolidated results of operations and cash flows of the Company and
         its consolidated subsidiaries all as audited by the Company's
         independent certified public accountants (the "Annual Report"),
         provided that if and when the Company files an Annual Report on Form
         10-K with the Securities and Exchange Commission (the "10-K Report"),
         copies of the 10-K Report will be delivered to the Administrative Agent
         in lieu of the Annual Report;

                   (b) within 70 days after the end of each of the first three
         quarters of each of its fiscal years, copies of the Company's
         consolidated financial statements including consolidated results of
         operations and cash flows of the Company and its consolidated
         subsidiaries (the "Quarterly Report"), provided that if and when the
         Company files a Quarterly Report on Form 10-Q with the Securities and
         Exchange Commission (the "10-Q Report"), copies of the 10-Q Report will
         be delivered to the Administrative Agent in lieu of the Quarterly
         Report;

                   (c) simultaneously with the delivery of each Annual Report or
         10-K Report (as applicable) referred to in (a) above, a certificate of
         an authorized officer of the Company (i) stating whether, to the
         knowledge of such officer, there exists on the date of the certificate
         any condition or event which then constitutes, or which after notice or
         lapse of time or both would constitute, an Event of Default or an Event
         of Default -- Bankruptcy, and, if any such condition or event exists,
         specifying the nature and period of existence thereof and the action
         the Company is taking and proposes to take with respect thereto, and
         (ii) demonstrating compliance with the Consolidated Leverage Ratio set
         forth in Section 7.9 hereof; and

                   (d) simultaneously with the delivery of each Quarterly Report
         or 10-Q Report (as applicable) referred to in (b) above, a certificate
         of an authorized officer of the Company demonstrating compliance with
         the Consolidated Leverage Ratio set forth in Section 7.9 hereof.

         7.2 FURTHER INFORMATION

         (a) From time to time while this Agreement is in effect, upon the
reasonable request of the Administrative Agent or any Bank, officials of the
Company will confer with officials of the Administrative Agent or such Bank and
advise them as to matters bearing on the financial condition of the Company, or
of any Affiliate to which Loans are then outstanding.

         (b) The Company shall notify the Administrative Agent and each of the
Banks at least two Foreign Currency Business Days prior to any Loan to any
Affiliate in the event that any Gross-up with respect to such Loan could be
required by any Bank pursuant to the terms of this Agreement.


<PAGE>
                                                                              37

         7.3 LIENS

         The Company shall not nor shall it permit any Subsidiary to directly or
indirectly, create, incur, assume or suffer to exist any Indebtedness secured by
a Lien upon any of its property or revenues, whether now owned or hereafter
acquired, except Liens at any one time outstanding with respect to which the
aggregate outstanding principal amount of the obligations secured thereby shall
not exceed 15% of Consolidated Total Assets as reflected in the most recent
Annual Report or 10-K Report delivered pursuant to Section 7.1(a); provided,
however, that this Section 7.3 shall not apply to Indebtedness secured by:

                  (a) Liens on property of, or on any shares of stock of or
         Indebtedness of, any corporation existing at the time such corporation
         becomes a Subsidiary;

                  (b) Liens in favor of the Company or any Subsidiary;

                  (c) Liens in favor of any governmental body to secure
         progress, advance or other payments pursuant to any contract or
         provision of any statute;

                  (d) Liens on property, shares of stock or Indebtedness
         existing at the time of acquisition thereof (including acquisition
         through merger or consolidation) or to secure the payment of all or any
         part of the purchase price thereof or to secure any Indebtedness
         incurred prior to, at the time of, or within 60 days after, the
         acquisition of such property or shares or Indebtedness for the purpose
         of financing all or any part of the purchase price thereof; and

                  (e) any extension, renewal or replacement (or successive
         extensions, renewals or replacements), as a whole or in part, of any
         Lien referred to in the foregoing clauses (a) to (d), inclusive;
         provided, however, that such extension, renewal or replacement Lien
         shall be limited to all or a part of the same property, shares of stock
         or Indebtedness that secured the Lien extended, renewed or replaced
         (plus improvements on such property).

         7.4 SALE-LEASEBACKS

         The Company shall not nor shall it permit any Subsidiary to, directly
or indirectly, enter into any arrangement with any bank, insurance company or
other lender or investor (not including the Company or any Subsidiary) providing
for the leasing by the Company or any Subsidiary of any property owned by the
Company or any Subsidiary (except for leases between the Company and a
Subsidiary or between Subsidiaries), which property has been or is to be sold or
transferred by the Company or such Subsidiary to such bank, insurance company or
other lender or investor (not including the Company or any Subsidiary)
("Sale-Leasebacks"), except for Sale-Leasebacks consummated since the Effective
Date and which are outstanding on the relevant date of determination (other than
Sale-Leasebacks to the extent the proceeds thereof are used to refinance any
Sale-Leaseback which was in existence on the date hereof) in an aggregate
amount, which when combined with (but without duplication) the aggregate
outstanding principal amount of obligations secured by a Lien upon any of the
property or revenues of the Company or any of its Subsidiaries at the time of
entering into any such Sale-Leaseback, shall


<PAGE>
                                                                              38

not exceed 15% of Consolidated Total Assets as reflected in the most recent
Annual Report or 10-K Report delivered pursuant to Section 7.1(a).

         7.5 MERGERS AND CONSOLIDATIONS

         The Company may consolidate with, or sell or convey all or
substantially all its assets to, or merge with or into any other corporation,
provided that in any such case (i) the successor corporation shall be a
corporation organized and existing under the laws of the United States of
America or a State thereof, (ii) such corporation shall expressly assume the due
and punctual payment of the principal of and interest on all the Loans made to
the Company hereunder, and the due and punctual performance and observance of
all the covenants and conditions of this Agreement to be performed by the
Company, including, without limitation, the Guarantee, by an instrument,
satisfactory to the Administrative Agent in its reasonable judgment, executed
and delivered to the Administrative Agent by such corporation, and (iii) such
successor corporation shall not, immediately after such merger or consolidation
or such sale or conveyance, be in default in the performance of any such
covenant or condition and shall not immediately thereafter have outstanding any
secured Indebtedness not expressly permitted by the provisions of Section 7.3.

         7.6 ADDITIONAL COVENANTS

         In the event that, at any time while this Agreement is in effect, the
Company shall issue any indebtedness for borrowed money which is not by its
terms subordinate and junior to other indebtedness of the Company ("Senior
Debt") and such Senior Debt shall include, or be issued pursuant to a trust
indenture or other agreement which includes, financial covenants not
substantially provided for in this Agreement, the Company shall so advise the
Administrative Agent. Thereupon, if the Administrative Agent shall so request by
written notice to the Company, the Company, Administrative Agent and the Banks
shall enter into an amendment to this Agreement providing for substantially the
same financial covenants as those contained in such Senior Debt, trust indenture
or other agreement, mutatis mutandis. Such amendment containing such financial
covenants shall remain in effect so long as such covenants remain in effect with
respect to such Senior Debt. As used in this Section 7.6 the term "financial
covenant" shall mean a covenant on the part of the Company to the general effect
that the Company shall maintain, on a consolidated basis and as of a specified
date or dates, (a) a specified minimum net worth, (b) a ratio of debt to net
worth not in excess of a specified maximum, (c) current assets in an amount not
less than a specified amount in excess of current liabilities or (d) any similar
ratio or amount or similar measure for the same general purpose of stating a
minimum financial condition.

         7.7 ERISA

         The Company will comply with the minimum funding standards under ERISA
with respect to its Plans and will use its best efforts to comply in all
material respects with all other applicable provisions of ERISA and the
regulations and interpretations promulgated thereunder. The Company will deliver
to the Administrative Agent within 30 days after any executive officer of the
Company becomes aware of the occurrence of any Reportable Event (other than a
reduction in active Plan participants) with respect to any Plan, a certificate
signed by the Chief Financial Officer, the Vice President - Finance, the
Controller or the Treasurer of the Company setting forth the


<PAGE>
                                                                              39

details as to such Reportable Event and the action which the Company is taking
and proposes to take with respect thereto, together with a copy of the notice of
such Reportable Event given to the Pension Benefit Guaranty Corporation.

         7.8 NOTIFICATION

         The Company will notify the Administrative Agent within 30 days after
any executive officer of the Company becomes aware of any failure on the part of
the Company duly to observe or perform any covenant contained in Section 7.3 or
Section 7.4.

         7.9 CONSOLIDATED LEVERAGE RATIO

         The Company shall not permit the Consolidated Leverage Ratio to exceed
3.5 to 1.0 at the end of any fiscal quarter.

SECTION 8. DEFAULT

         8.1 DEFAULTS RELATING TO THE COMPANY

         In case one or more of the following "Events of Default" shall have
occurred and be continuing, that is to say:

                  (a) default in any payment of principal of any Loan or CAF
         Advance to the Company as and when the same shall become due and
         payable, whether at maturity or upon required repayment or upon
         declaration or otherwise, and the continuance of such default for five
         Domestic Business Days in the case of a Domestic Loan or CAF Advance or
         five Eurodollar Business Days in the case of a Eurocurrency Loan; or

                  (b) default in the payment of any installment of interest upon
         any Loan or CAF Advance to the Company as and when the same shall
         become due and payable, and continuance of such default for a period of
         five Domestic Business Days in the case of a Domestic Loan or CAF
         Advance or five Eurodollar Business Days in the case of a Eurocurrency
         Loan; or

                  (c) failure on the part of the Company duly to observe or
         perform any covenant contained in Section 7.3 or Section 7.4 for 90
         days after the date on which written notice of such failure, requiring
         the Company to remedy the same, shall have been given to the Company by
         the Administrative Agent or the Required Banks; or

                  (d) failure on the part of the Company duly to observe or
         perform any other of the covenants or agreements of this Agreement for
         a period of 30 days after the date on which written notice of such
         failure, requiring the Company to remedy the same, shall have been
         given to the Company by the Administrative Agent or the Required Banks;
         provided, however, that in the case of a default under Section 4, such
         30-day grace period shall run from the date that demand for payment by
         the Administrative Agent was made upon the Company pursuant to Section
         4; or


<PAGE>
                                                                              40

                  (e) any representation or warranty by the Company in this
         Agreement or in any certificate delivered pursuant hereto shall have
         proven to have been materially false or misleading; or

                  (f) a Reportable Event (other than a reduction in active Plan
         participants) shall have occurred with respect to any Plan and, within
         30 days after the reporting of such Reportable Event to the
         Administrative Agent, the Administrative Agent shall have notified the
         Company in writing that the Administrative Agent has made a reasonable
         determination that such Reportable Event is likely to have a material
         adverse effect upon the financial position of the Company and its
         subsidiaries considered as a whole; or

                  (g) default in the payment of the principal of (or premium, if
         any, on) or interest on any other borrowing of the Company of
         $5,000,000 or more and such default continues for a period of 30 days,
         or any default with respect to any other borrowing of the Company of
         $5,000,000 or more and such default causes acceleration thereof; or

                  (h) more than 50% in voting power of the voting securities of
         the Company shall be held by (i) any person or persons who "act as a
         partnership, limited partnership, syndicate or other group for the
         purpose of acquiring, holding or disposing of securities" of the
         Company within the meaning of Section 13(d)(3) of the Securities
         Exchange Act of 1934, or (ii) persons whose election to the Board of
         Directors shall not have been recommended by the committee of the Board
         of Directors charged with such recommendations shall constitute a
         majority of the members of the Board of Directors of the Company;

then, and in each and every such case, with the consent of the Required Banks,
the Administrative Agent may, or upon the request of the Required Banks, the
Administrative Agent shall, by notice in writing to the Company, terminate the
Commitments and/or declare the principal of all Loans and CAF Advances to the
Company and Affiliates and all other amounts owing under this Agreement to be
due and payable immediately, and upon any such declaration the same shall become
and shall be immediately due and payable, without presentment, demand, protest
or other notice of any kind, all of which are hereby expressly waived.

         8.2 DEFAULTS RELATING TO AFFILIATES

         In case one or more of the following "Affiliate Events of Default"
shall have occurred and be continuing with respect to an Affiliate, that is to
say:

                  (a) default in any payment of principal of any Loan to such
         Affiliate as and when the same shall become due and payable, whether at
         maturity or upon required repayment or upon declaration or otherwise,
         and the continuance of such default for five Domestic Business Days in
         the case of a Domestic Loan or five Eurodollar Business Days in the
         case of a Eurocurrency Loan; or

                  (b) default in the payment of any installment of interest upon
         any Loan to such Affiliate as and when the same shall become due and
         payable, and continuance of such
<PAGE>
                                                                              41

         default for a period of five Domestic Business Days in the case of a
         Domestic Loans, five Eurodollar Business Days in the case of a
         Eurocurrency Loan; or

                  (c) any representation or warranty by such Affiliate in this
         Agreement, in its Accession Memorandum or in any certificate delivered
         in connection therewith shall have proven to have been materially false
         or misleading; or

                  (d) such Affiliate shall have entered against it by a court
         having jurisdiction in the premises a decree or order for relief in
         respect of the Affiliate in an involuntary case under any applicable
         bankruptcy, insolvency or other similar law now or hereafter in effect,
         or appointing a receiver, liquidator, assignee, custodian, trustee,
         sequestrator (or similar official) of the Affiliate or for any
         substantial part of its property, or ordering the winding-up or
         liquidation of its affairs and such decree or order shall remain
         unstayed and in effect for a period of 90 consecutive days; or

                  (e) such Affiliate shall commence a voluntary case under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in effect, or consent to the entry of an order for relief in an
         involuntary case under any such law, or consent to the appointment of
         or taking possession by a receiver, liquidator, assignee, trustee,
         custodian, sequestrator (or similar official) of the Affiliate or for
         any substantial part of its property, or make any general assignment
         for the benefit of creditors, or fail generally to pay its debts as
         they become due, or take any corporate action in furtherance of any of
         the foregoing;

                  (f) an Event of Default under Section 8.1 shall have occurred
         and be continuing; or

                  (g) the Guarantee set forth in Section 4 shall no longer be in
         full force and effect;

then, (i) if such event is an Event of Default specified in clause (d) or (e),
automatically all of the Loans to such Affiliate and all other amounts owing by
the Affiliate under this Agreement (but not any Loans to the Company or any
other Affiliate) shall immediately become due and payable, or (ii) if such event
is any other Event of Default, with the consent of the Required Banks, the
Administrative Agent may, or upon the request of the Required Banks, the
Administrative Agent shall, by notice in writing to the Company and the
defaulting Affiliate, declare the principal of all outstanding Loans to such
Affiliate and all other amounts owing by the Affiliate under this Agreement (but
not any Loans to the Company or any other Affiliate) to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived.

         8.3 DEFAULTS RELATING TO BANKRUPTCY OF THE COMPANY

         In case one or more of the following "Events of Default - Bankruptcy"
shall have occurred and be continuing with respect to the Company, that is to
say:


<PAGE>
                                                                              42

                  (a) the Company shall have entered against it by a court
         having jurisdiction in the premises a decree or order for relief in
         respect of the Company in an involuntary case under any applicable
         bankruptcy, insolvency or other similar law now or hereafter in effect,
         or appointing a receiver, liquidator, assignee, custodian, trustee,
         sequestrator (or similar official) of the Company or for any
         substantial part of its property, or ordering the winding-up or
         liquidation of its affairs and such decree or order shall remain
         unstayed and in effect for a period of 90 consecutive days; or

                  (b) the Company shall commence a voluntary case under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in effect, or consent to the entry of an order for relief in an
         involuntary case under any such law, or consent to the appointment of
         or taking possession by a receiver, liquidator, assignee, trustee,
         custodian, sequestrator (or similar official) of the Company or for any
         substantial part of its property, or make any general assignment for
         the benefit of creditors, or fail generally to pay its debts as they
         become due, or take any corporate action in furtherance of any of the
         foregoing;

then if such event is an Event of Default - Bankruptcy specified in either of
section (a) or (b) of this Section 8.3 with respect to the Company,
automatically the Commitments shall immediately terminate and the Loans and CAF
Advances hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement shall immediately become due and payable.

SECTION 9. ASSIGNMENT; PARTICIPATIONS

         9.1 ASSIGNMENT

         (a) No Bank shall, without the consent of the Company and the
Administrative Agent (in each case which consent shall not be unreasonably
withheld; it being understood, however, that any concern that the Company may
have regarding the availability of a currency as a result of exchange controls
or otherwise is a reasonable basis for the Company to withhold its consent),
transfer to any other office, branch or affiliate of the Bank or to any other
financial institution, person or entity, all or any portion of the Extensions of
Credit, CAF Advances or the Commitment or any of the Bank's other rights and
obligations under this Agreement; provided, however, that:

                  (i) without the consent of the Company, a Bank may transfer or
         assign (A) any of its Extensions of Credit or CAF Advances or any
         interest therein as a pledge to any Federal Reserve Bank or other
         similar central bank in another jurisdiction, provided that such pledge
         shall not release the Bank from its obligations hereunder and (B) all
         or any portion of the Extensions of Credit, any CAF Advance, the
         Commitment or any of the Bank's other rights and obligations under this
         Agreement to any one or more assignees that is a Bank immediately prior
         to giving effect to such assignment; and

                  (ii) without the consent of the Company, a Bank may transfer
         or assign all or any portion of the Loans, the Commitment or any of the
         Bank's other rights and obligations under this Agreement to any Person
         (A) five or more days after the occurrence and



<PAGE>
                                                                              43

         continuance of an Event of Default under Section 8.1(a) or Section
         8.1(d) (in respect of Section 4) or (B) upon the occurrence and
         continuance of any Event of Default-Bankruptcy under Section 8.3.

         (b) Assignments shall be subject to the following additional
conditions:

                  (i) except in the case of an assignment to a Bank, an
         affiliate of a Bank or an assignment of the entire remaining amount of
         the assigning Bank's Commitments or Extensions of Credit, the amount of
         the Commitments or Extensions of Credit (without duplication) of the
         assigning Bank subject to each such assignment (determined as of the
         date the Assignment and Assumption with respect to such assignment is
         delivered to the Administrative Agent) shall not be less than
         $5,000,000 and, after giving effect thereto, the assigning Bank shall
         have Commitments and Extensions of Credit (without duplication) in an
         aggregate amount of at least $5,000,000, in each case unless the
         Company and the Administrative Agent otherwise consent, provided that
         (1) no such consent of the Company shall be required if an Event of
         Default under Section 8.1(a) or Section 8.1(d) (in respect of Section
         4) has occurred and is continuing for a period of at least five days or
         an Event of Default-Bankruptcy under Section 8.3 has occurred and is
         continuing and (2) such amounts shall be aggregated in respect of each
         Bank and its affiliates, if any;

                  (ii) the parties to each assignment shall execute and deliver
         to the Administrative Agent an Assignment and Assumption, together with
         a processing and recordation fee of $3,500;

                  (iii) the assignee, if it shall not be a Bank, shall deliver
         to the Administrative Agent an administrative questionnaire; and

         (c) In the case of any assignment to financial institutions made
without the consent of the Company, any such transferee or assignee of a Bank
shall not be entitled to receive any greater interest or other payment by reason
of Section 10.3 or 10.4 than such Bank would have been entitled to receive with
respect to the rights so transferred or assigned unless such transfer or
assignment is made by reason of the provisions of Section 10.2, 10.3 or 10.4
requiring the Bank to designate a different lending office under certain
circumstances or at a time when the circumstances giving rise to such greater
payment did not exist.

         (d) Notwithstanding the foregoing, any Conduit Bank may assign any or
all of the Loans or CAF Advance it may have funded hereunder to its designating
Bank without the consent of the Company or the Administrative Agent and without
regard to the limitations set forth in this Section 9.1. Each of the Company,
each Affiliate, each Bank and the Administrative Agent hereby confirms that it
will not institute against a Conduit Bank or join any other Person in
instituting against a Conduit Bank any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding under any state bankruptcy or similar law,
for one year and one day after the payment in full of the latest maturing
commercial paper note issued by such Conduit Bank; provided, however, that each
Bank designating any Conduit Bank hereby agrees to indemnify, save and hold
harmless each other party hereto for any loss, cost, damage or expense arising
out


<PAGE>
                                                                              44

of its inability to institute such a proceeding against such Conduit Bank during
such period of forbearance.

         9.2 PARTICIPATION.

         Each Bank shall have the right to sell to any bank or other financial
institution (a "Participant") a participating interest in such Bank's Extensions
of Credit, CAF Advances or Commitment held by such Bank; provided, however,
that, following any such sale, (a) such Bank's obligations under this Agreement
shall remain unmodified and fully effective and enforceable against such Bank,
(b) such Bank shall remain solely responsible to the Company and its Affiliates
for the performance of such obligations, including, without limitation, its
Commitment and the obligation of such Bank to fund Loans hereunder, (c) the
Administrative Agent and the Company and any Affiliates which have borrowed
hereunder shall continue to deal solely and directly with such Bank in
connection with such Bank's rights and obligations under this Agreement, (d)
such Bank shall retain the sole right and responsibility to enforce the
obligations of the Company and Affiliates hereunder, including, without
limitation, the sole right to approve of or consent to any action hereunder or
any amendment, modification or waiver hereof, except that such Bank may grant to
a Participant a joint right to approve of or consent to any action, amendment,
modification or waiver that would (i) reduce the amount or extend the time for
payment (other than pursuant to Section 2.12) of any principal of, or interest
on, the Loans or any CAF Advance, (ii) increase the amount of such Bank's
Commitment or (iii) reduce the amount of the Facility Fee or the Utilization
Fee, in each case, from that in effect at the time of the sale of the
participating interest, provided that if such Bank so grants to a Participant a
right to approve of or consent to a reduction in the Facility Fee and
Utilization Fee, the term of the participating interest sold to such Participant
shall not extend beyond, and unless earlier terminated such participating
interest shall automatically terminate on, the day immediately prior to the day
and month of the Effective Date next following the sale of such participating
interest, and (e) any such participating interest shall be in a minimum amount
of $5,000,000 or the Equivalent thereof on the date the participating interest
is sold. On the month and day of the Effective Date of each year (or, if any
such month and day of the Effective Date is not a Domestic Business Day, on the
next succeeding Domestic Business Day), each relevant Bank shall furnish to the
Administrative Agent and the Company a written notice disclosing the name of
each Participant which held a participating interest in such Bank's Commitment
or any Loan held by such Bank at any time during the 12-month period ended on
the day immediately prior to the day and month of the Effective Date next
preceding such date. A Participant shall not be entitled to receive any greater
payment under Section 10.3 or 10.4 than the applicable Bank would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Company's prior written consent. Any Participant that is a foreign person (i.e.,
a person organized or incorporated under the laws of a country other than that
under which the Company is incorporated, if it is the borrower, or an Affiliate
is incorporated or organized, if such Affiliate is the borrower) shall not be
entitled to the benefits of Section 10.4 unless such Participant complies with
Section 10.4(c).


<PAGE>
                                                                              45

SECTION 10. CHANGE IN CIRCUMSTANCES

         10.1 BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR

         The Banks shall have no obligation to make a new Eurocurrency Loan, to
extend an outstanding Eurocurrency Loan or to convert an outstanding Loan into a
Eurocurrency Loan if the Administrative Agent determines that:

         (a) by reason of circumstances generally affecting all interbank
markets for deposits in the currency in which the Eurocurrency Loan has been
requested to be denominated (in the applicable amounts), LIBO Rates for such
deposits are not being offered to the Banks for a term equal to any Interest
Period for which such new Loan, extended Loan or converted Loan shall be
requested by the Company or an Affiliate;

         (b) based on notice received from the Required Banks, the LIBO Rate
will not adequately and fairly reflect the cost to the Banks of maintaining or
funding such new Loan, extended Loan or converted Loan as shall be requested by
the Company or an Affiliate;

         (c) deposits in the applicable currency are not generally available, or
cannot be obtained by the Banks, in the applicable market (any Foreign Currency
affected by the circumstances described in clause (a), (b) or (c) is referred to
as an "Affected Foreign Currency").

Upon any such determination, the Administrative Agent shall give telecopy or
telephonic notice thereof to the Company and the Banks as soon as practicable.
If such notice is given (y) pursuant to clause (a) or (b) of this Section 10.1
in respect of Eurocurrency Loans denominated in United States dollars, then (i)
any Eurocurrency Loans denominated in United States dollars requested to be made
on the first day of such Interest Period shall be made as Base Rate Loans, (ii)
any Base Rate Loans that were to have been converted on the first day of such
Interest Period to Eurocurrency Loans denominated in United States dollars shall
be continued as Base Rate Loans and (iii) any outstanding Eurocurrency Loans
denominated in United States dollars shall be converted, on the last day of the
then-current Interest Period, to Base Rate Loans and (z) in respect of any
Foreign Currency Loans, then (i) any Foreign Currency Loans in an Affected
Foreign Currency requested to be made on the first day of such Interest Period
shall not be made and (ii) any outstanding Foreign Currency Loans in an Affected
Foreign Currency shall be due and payable on the first day of such Interest
Period. Until such relevant notice has been withdrawn by the Administrative
Agent, no further Eurocurrency Loans denominated in United States dollars or
Foreign Currency Loans in an Affected Foreign Currency shall be made or
continued as such, nor shall the Company have the right to convert Base Rate
Loans to Eurocurrency Loans denominated in United States dollars.

         10.2 ILLEGALITY

         (a) If, after the date of this Agreement, the introduction of, or any
change in, any applicable law or regulation or in the interpretation or
administration thereof by any governmental, monetary, or regulatory authority
charged with the interpretation or administration thereof or compliance by any
Bank with any request or directive of any such authority shall make


<PAGE>
                                                                              46

it unlawful for such Bank to make, maintain or fund any Loan or CAF Advance,
such Bank shall give notice thereof to the Company and, if the Loan is to an
Affiliate, to such Affiliate (in each case with a copy to the Administrative
Agent). Before giving any notice pursuant to this Section 10.2, the relevant
Bank shall designate a different lending office if such designation would avoid
the need for giving such notice and it would not otherwise be disadvantageous to
such Bank in its reasonable judgment. Upon receipt of such notice the Company
shall or, if the Loan is to an Affiliate, the Affiliate shall on either (A) the
last day of the then-current Interest Period applicable to such Loan or CAF
Advance if such Bank may lawfully continue to maintain and fund such Loan to
such day or (B) not later than the last date such Bank may lawfully continue to
fund and maintain such Loan or CAF Advance, either (i) prepay in full, without
premium or penalty, the then outstanding principal amount of each affected Loan
or CAF Advance, together with accrued interest thereon, or (ii) convert such
Loan into another category of Loan (which would not be unlawful for the relevant
Banks to make) as provided in Section 2.12.

         (b) Upon any prepayment of a CAF Advance or prepayment or conversion of
a Loan made pursuant to Section 10.2(a) other than at the end of an Interest
Period, the Company or the Affiliate, as applicable, shall reimburse the Bank
upon demand for any loss incurred by it as a result of the timing of such
prepayment or conversion, in the manner provided in Section 2.18.

         10.3 INCREASED COST

         (a) If (i) Regulation D of the Federal Reserve Board as in effect on
the Effective Date ("Regulation D"), (ii) minimum reserve requirements of the
Bank of England and/or the Financial Services Authority as in effect on the
Effective Date ("Mandatory Cost Rate"), or (iii) after the date hereof, the
adoption of any applicable law or regulation, or any change therein, 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 Bank with any request or directive
of any such authority, central bank or comparable agency (a "Regulatory
Change"):

                  (A) shall subject any Bank to any tax, duty or other charge
         with respect to Eurocurrency Loans or LIBO Rate CAF Advances or its
         obligation to make Eurocurrency Loans, or shall change the basis of
         taxation of payments to such Bank of the principal of or interest on
         Eurocurrency Loans or LIBO Rate CAF Advances or any other amounts due
         under this Agreement in respect of Eurocurrency Loans or LIBO Rate CAF
         Advances or its obligation to make Eurocurrency Loans (except for
         changes in the rate of tax on the overall net income of such Bank or
         the Eurodollar Lending Office imposed by the jurisdictions in which
         such Bank's principal executive office or Eurodollar Lending Office are
         located); or

                  (B) shall impose, modify or cause to be applicable any reserve
         (including, without limitation, any imposed by the Federal Reserve
         Board), special deposit or similar requirement against assets of,
         deposits with or for the account of, or credit extended by, such Bank
         or the Eurodollar Lending Office or shall impose on such Bank (or the
         Eurodollar Lending Office) or all interbank markets applicable to such
         Eurocurrency Loans


<PAGE>
                                                                              47

         or LIBO Rate CAF Advances any other condition affecting the
         Eurocurrency Loans or LIBO Rate CAF Advances or its obligation to make
         Eurocurrency Loans;

and the result of any of the foregoing is to increase the cost to such Bank (or
the Eurodollar Lending Office) of making or maintaining any Eurocurrency Loans
or LIBO Rate CAF Advances, or to reduce the amount of any sum received or
receivable by such Bank (or the Eurodollar Lending Office) under this Agreement,
by an amount deemed by such Bank to be material, the Company shall pay or, if
such Eurocurrency Loans are to Affiliates, such Affiliates shall pay to such
Bank such additional amount or amounts as will compensate such Bank for any such
increased cost or reduction incurred or suffered by such Bank from and after the
later of (i) the date that is 15 days prior to receipt of notice from such Bank
of such costs and (ii) the last date preceding receipt of such notice from such
Bank on which interest was due and payable pursuant to Section 2.9 on any such
LIBO Rate CAF Advance or Section 2.15 on any such Eurocurrency Loan. Any Bank
which provides notice to the Company of increased costs pursuant to this Section
10.3(a) shall also provide a copy of such notice to the Administrative Agent.

         (b) Without limiting the effect of the foregoing, so long as any Bank
shall be required to maintain reserves against "Eurocurrency liabilities" under
Regulation D (or, so long as such Bank may be required, by any Mandatory Cost
Rate or by reason of any Regulatory Change, to maintain reserves against any
other category of liabilities which includes deposits by reference to which the
interest rate on Eurocurrency Loans or LIBO Rate CAF Advances is determined as
provided in this Agreement or against any category of extensions of credit or
other assets of such Bank which includes any LIBO Rate CAF Advances or
Eurocurrency Loans) (such reserves are collectively called "Reserves") the
Company shall pay or, if such Eurocurrency Loans are to Affiliates, such
Affiliates shall pay to such Bank an amount (reasonably estimated by such Bank)
for each day during each Interest Period for such LIBO Rate CAF Advances or
Eurocurrency Loans equal to the product of the following:

                  (i) the principal amount of each LIBO Rate CAF Advance or
         Eurocurrency Loan to which such Interest Period relates; multiplied by

                  (ii) the difference between (A) a fraction, the numerator of
         which is the LIBO Rate (expressed as a decimal) applicable to such LIBO
         Rate CAF Advance or Eurocurrency Loan and the denominator of which is
         one (1) minus such Bank's Actual Reserve Cost (defined below)
         (expressed as a decimal) and (B) the LIBO Rate; multiplied by

                  (iii) 1/360.

         For the purposes of this Section 10.3(b), the "Bank's Actual Reserve
Cost" (which shall be reasonably estimated by the relevant Bank) shall be equal
to the cost actually incurred by such Bank from time to time during such
Interest Period as a result of the requirement that such Bank maintain Reserves
with respect to such LIBO Rate CAF Advance or Eurocurrency Loan.

         (c) If any Governmental Authority of the jurisdiction of any Foreign
Currency (or any other jurisdiction in which the funding operations of any Bank
shall be conducted with respect to


<PAGE>
                                                                              48

such Foreign Currency) shall have in effect any reserve, liquid asset or similar
requirement with respect to any category of deposits or liabilities customarily
used to fund loans in such Foreign Currency, or by reference to which interest
rates applicable to loans in such Foreign Currency are determined, and the
result of such requirement shall be to increase the cost to such Bank of making
or maintaining any Foreign Currency Loan in such Foreign Currency, and such Bank
shall deliver to the Company a notice requesting compensation under this
paragraph, then the Company will pay or cause the relevant Affiliate to pay to
such Bank on each Interest Payment Date with respect to each affected Foreign
Currency Loan an amount that will compensate such Bank for such additional cost.

         (d) Notwithstanding any other provision of this Agreement, if, after
the date hereof, there shall have occurred any change in national or
international financial, political or economic conditions (including the
imposition of or any change in exchange controls, but excluding conditions
otherwise covered by this Section 10.3) or currency exchange rates which would
make it impracticable for the Required Banks to make or maintain Foreign
Currency Loans denominated in the relevant currency to, or for the account of,
the Company or any Affiliate, then, by written notice to the Company or such
Affiliate and to the Administrative Agent:

                  (i) such Bank or Banks may declare that Foreign Currency Loans
         (in the affected currency or currencies) will not thereafter (for the
         duration of such unlawfulness) be made by such Bank or Banks hereunder
         (or be continued for additional Interest Periods), whereupon any
         request for a Foreign Currency Loan (in the affected currency or
         currencies) or to continue a Foreign Currency Loan (in the affected
         currency or currencies), as the case may be, for an additional Interest
         Period) shall, as to such Bank or Banks only, be of no force and
         effect, unless such declaration shall be subsequently withdrawn; and

                  (ii) such Bank may require that all outstanding Foreign
         Currency Loans (in the affected currency or currencies), made by it be
         converted to Base Rate Loans or Loans denominated in United States
         dollars, as the case may be (unless repaid by the Company or the
         relevant Affiliate as described below), in which event all such Foreign
         Currency Loans (in the affected currency or currencies) shall be
         converted to Base Rate Loans or Loans denominated in United States
         dollars, as the case may be, as of the effective date of such notice as
         provided below and at the Exchange Rate on the date of such conversion
         or, at the option of the Company or the Affiliate, repaid on the last
         day of the then current Interest Period with respect thereto or, if
         earlier, the date on which the applicable notice becomes effective.

In the event any Bank shall exercise its rights under this paragraph (d), all
payments and prepayments of principal that would otherwise have been applied to
repay the converted Foreign Currency Loans of such Bank shall instead be applied
to repay the Base Rate Loans or Loans denominated in United States dollars, as
the case may be, made by such Bank resulting from such conversion. For purposes
of Section 10.3(d), a notice to the Company or Affiliate by any Bank shall be
effective as to each Foreign Currency Loan made by such Bank, if lawful, on the
last day of the Interest Period currently applicable to such Foreign Currency
Loan; in all other cases such notice shall be effective on the date of receipt
thereof by the Company or Affiliate.


<PAGE>
                                                                              49

         (e) Each Bank shall take reasonable steps, including without
limitation, the designation of a different Eurodollar Lending Office or Foreign
Currency Lending Office (unless it would otherwise be disadvantageous to the
Bank in its reasonable judgment) if such steps would avoid the need for or
reduce the amount of any payment that otherwise would be due under Section
10.3(a), 10.3(b) or 10.3(c). Any amounts payable by the Company or any Affiliate
under Sections 10.3(a), 10.3(b) or 10.3(c) shall be remitted after the end of
each Interest Period, within 30 days after submission by the Bank to the Company
and such Affiliate (with a copy to the Administrative Agent) of a written
statement setting forth the amount thereof.

         (f) From time to time during the term of this Agreement, upon the
request of the Company, each Bank shall provide to the Company (with a copy to
the Administrative Agent) its best estimate of such Bank's Actual Reserve Cost
incurred or to be incurred with respect to Eurocurrency Loans in the principal
amounts specified in the Company's request.

         10.4 WITHHOLDING TAXES

         (a) Each Bank agrees to take reasonable measures, unless it would
otherwise be disadvantageous to such Bank in its reasonable judgment to avoid or
minimize withholding taxes in connection with any payments made to such Bank
hereunder, including without limitation designating another office of the Bank
as the lending office for a Loan.

         (b) If the Company or any Affiliate shall be required by law to deduct
or withhold any taxes from or in respect of any sum payable hereunder to the
Administrative Agent or any Bank, then, subject to Sections 10.4(e) and 10.4(f):

                  (i) the Company or the Affiliate, as applicable, shall make
         such deductions;

                  (ii) the Company or the Affiliate, as applicable, shall pay
         the full amount deducted to the relevant taxation authority in
         accordance with applicable law, and shall provide to the Administrative
         Agent or such Bank upon its request any official receipts or other
         evidence of payment thereof that the Company or such Affiliate may
         obtain or have in its possession; and

                  (iii) if (A) the Administrative Agent or such Bank notifies
         the Company (pursuant to Section 2.6 or 2.12) at the time that the
         Company (on behalf of itself or an Affiliate) gives a notice of
         Borrowing or a notice to extend or convert any Loan that such Bank will
         require a Gross-up for withholding taxes in connection with such Loan,
         as so extended or converted, if applicable, or (B) no such notice was
         given by the Administrative Agent or any Bank, but after a notice of
         Borrowing, extension or conversion pursuant to Section 2.6 or 2.12 in
         respect of such Loan was given a change in applicable law or
         regulation, or a change in the interpretation or administration thereof
         by any governmental or comparable authority, occurs that requires the
         Company or any Affiliate to so deduct or withhold taxes from or in
         respect of any sum payable to the Administrative Agent or such Bank,
         then the sum payable to the Administrative Agent or such Bank after the
         Company or the Affiliate makes all required deductions shall be
         increased by an amount such that the Administrative Agent or such Bank
         receives a total



<PAGE>
                                                                              50

         amount equal to the sum it would have received had no such deductions
         been made. If neither the Administrative Agent nor the affected Bank
         notifies the Company at or prior to the time that the Company (on
         behalf of itself or an Affiliate) gives a notice of Borrowing or a
         notice to extend or convert a Loan, as applicable, that the
         Administrative Agent or such Bank will require a Gross-up in connection
         with such Loan, as so extended or converted, if applicable, no Gross-up
         in respect of such Loan will be paid to the Administrative Agent or
         such Bank, except to the extent that a subsequent change in applicable
         law or regulation, or a change in the interpretation or administration
         thereof by any governmental or comparable authority, requires the
         Company or any Affiliate to deduct or withhold taxes (or an increased
         amount thereof) from or in respect of any sum payable to the
         Administrative Agent or such Bank in respect of such Loan.
         Notwithstanding anything contained in this Section 10.4, in the event
         that the Company shall fail to comply with its obligations under
         Section 7.2(b) with respect to a Loan, the Company shall pay (or cause
         its Affiliate to pay) to the Administrative Agent or affected Bank an
         amount such that the Administrative Agent or such Bank receives the
         amount it would have received had no such deductions been made with
         respect to payments in connection with such Loan.

         (c) If a Bank or the Bank's lending office is a foreign person (i.e., a
person organized or incorporated under the laws of a country other than that
under which the Company is incorporated, if it is the borrower, or an Affiliate
is incorporated or organized, if such Affiliate is the borrower), such Bank
agrees that:

                  (i) it shall promptly deliver to the Administrative Agent and
         either the Company or the Affiliate such accurate and complete signed
         forms or documentation as may be required from time to time by any
         applicable law, treaty, rule or regulation as a condition to exemption
         or other relief from or reduction of tax for withholding purposes; and

                  (ii) it shall, before or promptly after the occurrence of any
         event (including the passing of time) requiring a change in or renewal
         of the most recent forms or documentation previously delivered by such
         Bank, deliver to the Administrative Agent and either the Company or the
         Affiliate, as applicable, accurate and complete signed copies of such
         forms or documentation.

         (d) To the extent that, as determined in good faith by the
Administrative Agent or any Bank in its sole discretion and without any
obligation to disclose its tax records, taxes withheld and paid in accordance
with this Section 10.4 for which a Gross-up has been paid have been irrevocably
utilized by the Administrative Agent or such Bank (either as credits or
deductions) to reduce its tax liabilities and such utilization is consistent
with its overall tax policies, the Administrative Agent or such Bank shall pay
to the Company or the relevant Affiliate, as the case may be, an amount equal to
such reduction obtained to the extent of such Gross-up paid by the Company or
the Affiliate to the Administrative Agent or such Bank as aforesaid.

         (e) Notwithstanding anything herein to the contrary, the Company and
the Affiliates will not be required to pay any Gross-up in respect of taxes
described below:


<PAGE>
                                                                              51

                  (i) if the obligation to pay such Gross-up would not have
         arisen but for a failure by a Bank to comply with its obligations under
         Section 10.4(c) in respect of the applicable lending office; or

                  (ii) if a Bank shall have delivered to the Company or an
         Affiliate any form or documentation required by Section 10.4(c)
         pursuant to which the Bank claims exemption from withholding tax by any
         jurisdiction or under any treaty of such jurisdiction, and the Bank
         shall not at any time be entitled to exemption from deduction or
         withholding of taxes by such jurisdiction in respect of payment by the
         Company or any Affiliate hereunder for the account of such lending
         office for any reason other than a change in such jurisdiction's law or
         regulations or any applicable tax treaty or regulations or in the
         official interpretation of any such law, treaty or regulations by any
         Governmental Authority charged with the interpretation or
         administration thereof after the date of delivery of such form or
         documentation.

         (f) In the event any Bank sells or grants a participation in its rights
under this Agreement or any Loan hereunder, such Bank agrees to undertake sole
responsibility for complying with any withholding tax requirements relating to
the purchaser thereof imposed by any jurisdiction, including, without
limitation, those imposed by Sections 1441 and 1442 of the United States
Internal Revenue Code of 1986, as amended.

         10.5 REPLACEMENT OF BANKS. The Company shall be permitted to replace
any Bank that (a) requests reimbursement for amounts owing pursuant to Section
10.3 or 10.4(b) or (b) defaults in its obligation to make Loans hereunder, with
a replacement financial institution; provided that (i) such replacement does not
conflict with any Requirement of Law, (ii) no Event of Default, Affiliate Event
of Default or Event of Default-Bankruptcy shall have occurred and be continuing
at the time of such replacement, (iii) prior to any such replacement, such Bank
shall have taken no action under Section 10.3(e) or 10.4(a) so as to eliminate
the continued need for payment of amounts owing pursuant to Section 10.3 or
10.4(b), (iv) the replacement financial institution shall purchase, at par, all
Loans and other amounts owing to such replaced Bank on or prior to the date of
replacement, (v) the Company shall be liable to such replaced Bank under Section
2.18 if any Eurocurrency Loan owing to such replaced Bank shall be purchased
other than on the last day of the Interest Period relating thereto, (vi) the
replacement financial institution, if not already a Bank, shall be reasonably
satisfactory to the Administrative Agent, (vii) the replaced Bank shall be
obligated to make such replacement in accordance with the provisions of Section
9.1 (provided that the Company shall be obligated to pay the registration and
processing fee referred to therein), (viii) until such time as such replacement
shall be consummated, the Company shall pay all additional amounts (if any)
required pursuant to Section 10.3 or 10.4(b), as the case may be, and (ix) any
such replacement shall not be deemed to be a waiver of any rights that the
Company, the Administrative Agent or any other Bank shall have against the
replaced Bank.

SECTION 11. THE AGENTS


<PAGE>
                                                                              52

         11.1 APPOINTMENT

         Each Bank hereby irrevocably designates and appoints the Administrative
Agent as the agent of such Bank under this Agreement, and each such Bank
irrevocably authorizes the Administrative Agent, in such capacity, to take such
action on its behalf under the provisions of this Agreement and to exercise such
powers and perform such duties as are expressly delegated to the Administrative
Agent by the terms of this Agreement, together with such other powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Administrative Agent shall not have any duties
or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Administrative Agent.

         11.2 DELEGATION OF DUTIES

         The Administrative Agent may execute any of its duties under this
Agreement by or through agents or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable care in
consultation with the Company.

         11.3 EXCULPATORY PROVISIONS

         Neither any Agent nor any of their respective officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any
action lawfully taken or omitted to be taken by it or such person under or in
connection with this Agreement (except to the extent that any of the foregoing
are found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from its or such person's own gross negligence or
willful misconduct) or (ii) responsible in any manner to any of the Banks for
any recitals, statements, representations or warranties made by the Company or
any Affiliate 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 Agents under or in connection with, this Agreement or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or for any failure of the Company or any Affiliate to perform its
obligations hereunder. The Agents shall not be under any obligation to any Bank
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 Affiliate.

         11.4 RELIANCE BY ADMINISTRATIVE AGENT

         The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any instrument, writing, resolution, notice, consent,
certificate, affidavit, letter, telecopy, telex or teletype message, statement,
order 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 or any
Affiliate), independent accountants and other experts selected by the
Administrative Agent. The


<PAGE>
                                                                              53

Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with 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 Banks (or, if so specified by this Agreement, all
Banks) as it deems appropriate or it shall first be indemnified to its
satisfaction by the Banks against any and all liability and expense that may be
incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement in accordance with a request of the
Required Banks (or, if so specified by this Agreement, all Banks), and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Banks and all future holders of the Loans.

         11.5 NOTICE OF DEFAULT

         The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any default or Event of Default, Affiliate Event of
Default or Event of Default-Bankruptcy unless the Administrative Agent has
received notice from a Bank, the Company or an Affiliate referring to this
Agreement, describing such default or Event of Default, Affiliate Event of
Default or Event of Default-Bankruptcy and stating that such notice is a "notice
of default". In the event that the Administrative Agent receives such a notice,
the Administrative Agent shall give notice thereof to the Banks. The
Administrative Agent shall take such action with respect to such default or
Event of Default, Affiliate Event of Default or Event of Default-Bankruptcy as
shall be reasonably directed by the Required Banks (or, if so specified by this
Agreement, all Banks); provided that unless and until the Administrative Agent
shall have received such directions, the Administrative Agent may (but shall not
be obligated to) take such action, or refrain from taking such action, with
respect to such default or Event of Default, Affiliate Event of Default or Event
of Default-Bankruptcy as it shall deem advisable in the best interests of the
Banks.

         11.6 NON-RELIANCE ON AGENTS AND OTHER BANKS

         Each Bank expressly acknowledges that neither the Agents nor any of
their respective officers, directors, employees, agents, attorneys-in-fact or
affiliates have made any representations or warranties to it and that no act by
any Agent hereafter taken, including any review of the affairs of the Company or
any Affiliate, shall be deemed to constitute any representation or warranty by
any Agent to any Bank. Each Bank represents to the Agents that it has,
independently and without reliance upon any Agent or any other Bank, and based
on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Company and its
Affiliates and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Bank also represents that it will, independently and
without reliance upon any Agent or any other Bank, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement, and to make such investigation as it deems necessary to
inform itself as to the business, operations, property, financial and other
condition and creditworthiness of the Company and its Affiliates. Except for


<PAGE>
                                                                              54

notices, reports and other documents expressly required to be furnished to the
Banks by the Administrative Agent hereunder, the Administrative Agent shall not
have any duty or responsibility to provide any Bank with any credit or other
information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness of the Company and its Affiliates
that may come into the possession of the Administrative Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or affiliates.

         11.7 INDEMNIFICATION

         The Banks agree to indemnify each Agent in its capacity as such (to the
extent not reimbursed by the Company and the Affiliates and without limiting the
obligation of the Company and the Affiliates to do so), ratably according to
their respective Aggregate Exposure Percentages in effect on the date on which
indemnification is sought under this Section (or, if indemnification is sought
after the date upon which the Commitments shall have terminated and the Loans
shall have been paid in full, ratably in accordance with such Aggregate Exposure
Percentages immediately prior to such date), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever that may at any time
(whether before or after the payment of the Loans) be imposed on, incurred by or
asserted against such Agent in any way relating to or arising out of, the
Commitments, the Loans, this Agreement, any documents contemplated by or
referred to herein or the transactions contemplated hereby or thereby or any
action taken or omitted by such Agent under or in connection with any of the
foregoing; provided that no Bank shall be liable for the payment of any portion
of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements that are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from such Agent's gross negligence or willful misconduct. The agreements in this
Section shall survive the payment of the Loans and all other amounts payable
hereunder.

         11.8 AGENT IN ITS INDIVIDUAL CAPACITY

         Each Agent and its affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Company or an Affiliate as
though such Agent were not an Agent. With respect to Loans made or renewed by
it, each Agent shall have the same rights and powers under this Agreement as any
Bank and may exercise the same as though it were not an Agent, and the terms
"Bank" and "Banks" shall include each Agent in its individual capacity.

         11.9 SUCCESSOR ADMINISTRATIVE AGENT

         The Administrative Agent may resign as Administrative Agent upon 45
days' notice to the Banks and the Company. If the Administrative Agent shall
resign as Administrative Agent under this Agreement, then the Required Banks
shall appoint from among the Banks a successor administrative agent for the
Banks, which successor administrative agent shall (unless an Event of Default
under Section 8.1(a) or Section 8.3 with respect to the Company shall have
occurred and be continuing) be subject to approval by the Company (which
approval shall not be unreasonably withheld or delayed), whereupon such
successor administrative agent shall succeed to the rights, powers and duties of
the Administrative Agent, and the term "Administrative


<PAGE>
                                                                              55

Agent" shall mean such successor administrative agent effective upon such
appointment and approval, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans. If no successor
administrative agent has accepted appointment as Administrative Agent by the
date that is 45 days following a retiring Administrative Agent's notice of
resignation, the retiring Administrative Agent's resignation shall nevertheless
thereupon become effective, and the Banks shall assume and perform all of the
duties of the Administrative Agent hereunder until such time, if any, as the
Required Banks appoint a successor administrative agent as provided for above.
After any retiring Administrative Agent's resignation as Administrative Agent,
the provisions of this Section 11 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under this
Agreement.

         11.10 SYNDICATION AGENT

         The Syndication Agent shall not have any duties or responsibilities
hereunder in its capacity as such.

SECTION 12. MISCELLANEOUS

         12.1 NOTICES

         Unless otherwise specified herein all notices, requests, demands or
other communications to or from the parties hereto shall be in writing and shall
be deemed to have been duly given and made, in the case of a letter, upon
delivery or three days after deposit in the mail registered first class mail,
postage prepaid; and in the case of a facsimile, when a facsimile is sent and
receipt is telephonically confirmed; provided, however, that notices pursuant to
Section 2.6, 2.8 or 2.12 or any other notices herein which are given by
telephone shall not be effective until received by the party to whom notice is
given. Unless otherwise specified herein, any such notice, request, demand, or
communication shall be delivered or addressed as follows:

                  (a) if to the Company, to it at 5500 Auto Club Drive,
         Dearborn, Michigan 48126 U.S.A., Attention: Treasurer (or facsimile
         number 313-390-3322, Attention: Treasurer);

                  (b) if to an Affiliate, to it at the address or facsimile
         number of the Affiliate designated in the Accession Memorandum of such
         Affiliate;

                  (c) if to the Administrative Agent, to it at the Notice
         Office; and

                  (d) if to the Banks, to each Bank at the address set forth in
         the administrative questionnaire delivered to the Administrative Agent;

or at such other address or facsimile number as either party hereto may
designate by written notice to the other party hereto.


<PAGE>
                                                                              56

         12.2 TERM OF AGREEMENT

         The term of this Agreement shall be until the termination of the
Commitments or until the payment in full of the Loans and CAF Advances,
whichever occurs last, provided that the obligations of the Company or any
Affiliate with respect to any payment required to be made by it under this
Agreement shall survive the term of this Agreement.

         12.3 NO WAIVERS

         No failure or delay by the Administrative Agent or any Bank in
exercising any right, power or privilege hereunder 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.

         12.4 NEW YORK LAW AND JURISDICTION

         (a) THIS AGREEMENT AND EACH ACCESSION MEMORANDUM SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.

         (b) THE COMPANY AND THE AFFILIATES AND THE ADMINISTRATIVE AGENT AND THE
BANKS EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE
JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND THE APPELLATE COURTS FROM ANY
THEREOF, FOR PURPOSES OF ANY ACTION ARISING UNDER THIS AGREEMENT OR ANY
ACCESSION MEMORANDUM, OR REGARDING ANY LOANS MADE HEREUNDER, AND EACH HEREBY
AGREES THAT ANY DISPUTES RELATING TO THIS AGREEMENT OR ANY ACCESSION MEMORANDUM
OR ANY LOANS MADE HEREUNDER SHALL BE RESOLVED ONLY IN THE COURTS OF THE STATE OF
NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH OF
THE FOREGOING PARTIES HEREBY STIPULATES THAT THE VENUES REFERENCED IN THIS
SECTION 12.4(B) ARE CONVENIENT AND EACH WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE RELATING TO THE VENUE OR CONVENIENCE OF SUCH COURTS. IF FOR ANY
REASON CLAIMS HEREUNDER CANNOT BE PURSUED IN ANY OF THE FOREGOING COURTS OF NEW
YORK, ALL REFERENCES IN THIS SECTION 12.4(B) TO THE COURTS OF NEW YORK SHALL
INSTEAD BE DEEMED TO BE REFERENCES TO THE COURTS OF THE STATE OF MICHIGAN AND OF
THE UNITED STATES FOR THE EASTERN DISTRICT OF MICHIGAN. ENFORCEMENT OF FINAL,
NONAPPEALABLE JUDGMENTS RECEIVED IN ANY OF THE FOREGOING COURTS MAY ALSO BE
SOUGHT IN ANY OTHER APPROPRIATE COURT OR JURISDICTION.

         (c) The Secretary of the Company shall be the agent for service of
process with regard to all claims hereunder by the Administrative Agent or Banks
against any Affiliate.


<PAGE>
                                                                              57

         12.5 ENTIRE AGREEMENT

         This Agreement, together with any Accession Memoranda, constitutes the
entire understanding between the parties with respect to the subject matter of
this Agreement and supersedes any prior discussions, negotiations, agreements
and understandings. The parties hereto acknowledge that the general banking or
business conditions or any similar bank lending rules or requirements of any
organization not having the force of law, now or hereafter in effect shall not
be applicable to this Agreement, the Accession Memoranda or any Loans made
hereunder to the Company or any Affiliate by the Banks.

         12.6 PAYMENT OF CERTAIN EXPENSES

         (a) Except to the extent otherwise agreed upon in writing by the
parties hereto, the Company agrees to pay or reimburse the Administrative Agent
for all its out-of-pocket costs and expenses incurred in connection with the
development, preparation and execution of, and any amendment, supplement or
modification to, this Agreement and any other documents prepared in connection
herewith, and the consummation and administration of the transactions
contemplated hereby and thereby, including the reasonable fees and disbursements
of counsel to the Administrative Agent, with statements with respect to the
foregoing to be submitted to the Company prior to the Effective Date (in the
case of amounts to be paid on the Effective Date) and from time to time
thereafter on a quarterly basis or such other periodic basis as the
Administrative Agent shall deem appropriate.

         (b) The Company, with respect to an Event of Default and Event of
Default -- Bankruptcy and Loans to it, or an Affiliate, with respect to an
Affiliate Event of Default by such Affiliate and Loans to such Affiliate, will

                  (i) upon the occurrence of an Event of Default, Event of
         Default -- Bankruptcy, or Affiliate Event of Default, as applicable,
         pay all reasonable out-of-pocket expenses incurred by the
         Administrative Agent and the Banks (including counsel fees) in
         connection with such Event of Default, Event of Default -- Bankruptcy,
         or Affiliate Event of Default and collection and other enforcement
         proceedings resulting therefrom; and

                  (ii) pay all stamp and other taxes, if any, which may be
         determined to be payable in connection with the execution and delivery
         of this Agreement and any Accession Memoranda, or in connection with
         any modification of any Accession Memoranda or this Agreement or any
         waiver or consent under or in respect of this Agreement or any
         Accession Memoranda, and will save the Administrative Agent and the
         Banks harmless against any loss or liability (including interest and
         penalties) resulting from nonpayment or delay in payment of any such
         taxes.

         (c) If an Affiliate borrows a Foreign Currency Loan denominated in the
euro from a Foreign Currency Lending Office that is not located in the same
Participating Member State as the Affiliate, the Affiliate will pay all
reasonable out-of-pocket expenses incurred by the Banks in making such
cross-border Loan (but limited solely to expenses directly attributable to the
cross-border nature of such Loan, and not including any withholding taxes which
are addressed


<PAGE>
                                                                              58

separately by Section 10.4). Each Bank shall take reasonable steps, including
without limitation, the designation for purposes of such Loan of a Foreign
Currency Lending Office located in a different country (unless it would
otherwise be disadvantageous to such Bank in its reasonable judgment) if such
steps would avoid or reduce such expenses.

         (d) The Company and the Affiliate jointly and severally agree to pay,
indemnify, and hold each Bank and the Administrative Agent and their respective
officers, directors, employees, affiliates, agents and controlling persons
(each, an "Indemnitee") harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement, including any of the foregoing relating to the use of proceeds of the
Loans or the violation of, noncompliance with or liability under, any
environmental law applicable to the operations of the Company or any of its
Subsidiaries or any of their respective owned or leased properties and the
reasonable fees and expenses of legal counsel in connection with claims, actions
or proceedings by any Indemnitee against the Company or any Affiliate (all the
foregoing in this clause (d), collectively, the "Indemnified Liabilities"),
provided, that neither the Company nor any Affiliates shall have any obligation
hereunder to any Indemnitee with respect to Indemnified Liabilities to the
extent such Indemnified Liabilities are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of such Indemnitee. Without limiting the
foregoing, and to the extent permitted by applicable law, the Company and its
Affiliates agree not to assert and to cause their Subsidiaries not to assert,
and hereby waives and agrees to cause its Subsidiaries to waive all rights for
contribution or any other rights of recovery with respect to all claims,
demands, penalties, fines, liabilities, settlements, damages, costs and expenses
of whatever kind or nature, under or related to environmental laws, that any of
them might have by statute or otherwise against any Indemnitee. All amounts due
under this Section 12.6 shall be payable not late than 10 days after written
demand therefor.

         (e) The obligations of the Company and the Affiliates under this
Section 12.6 shall survive payment of the Loans.

         12.7 JUDGMENT CURRENCY

         If for the purposes of obtaining judgment in any court it is necessary
to convert a sum due from a party borrowing or making Loans hereunder in the
currency expressed to be payable hereunder (for purposes of this Section 12.7,
the "specified currency") into another currency, the rate of exchange used shall
be the Spot Rate on the day that final, nonappealable judgment is given. The
obligations of such parties hereunder in respect of any sum due to another party
hereunder shall, notwithstanding any judgment in a currency other than the
specified currency, be discharged only to the extent that on the Eurodollar
Business Day following receipt by a party of any sum adjudged to be so due in
such other currency such party may in accordance with normal, reasonable banking
or foreign exchange 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 party, in the specified currency, the party which
owed such sum agrees, to the fullest extent that it may effectively do so, as a
separate obligation and notwithstanding any such judgment, to indemnify the
party to which the sum was owed against such loss.


<PAGE>
                                                                              59

         12.8 CHANGES, WAIVERS, ETC.; ADJUSTMENTS

         (a) Neither this Agreement nor any provision hereof may be amended,
supplemented, changed, waived, discharged or terminated orally, but only by a
statement in writing signed by the Company and the Required Banks or, with the
consent of the Required Banks, the Company and the Administrative Agent;
provided, however, that no such waiver and no such amendment, supplement or
modification shall (i) forgive the principal amount or extend the final
scheduled date of maturity of any Loan or CAF Advance, reduce the stated rate of
any interest or fee payable hereunder or extend the scheduled date of any
payment thereof, or increase the amount or extend the termination date of any
Bank's Commitment, in each case without the written consent of each Bank
directly affected thereby; (ii) eliminate or reduce the voting rights of any
Bank under this Section 12.8 without the written consent of such Bank; (iii)
reduce any percentage specified in the definition of Required Banks, consent to
the assignment or transfer by the Company of any of its rights and obligations
under this Agreement, or release the Company from its guarantee obligations
under Section 4 in each case without the written consent of all Banks; (iv) add
currencies as Foreign Currencies under this Agreement without the written
consent of all Banks; or (v) amend, modify or waive any provision of Section 11
without the written consent of each Agent. Any such waiver and any such
amendment, supplement or modification shall apply equally to each of the Banks
and shall be binding upon the Company, the Affiliates, the Banks, the Agents and
all future holders of the Loans. In the case of any waiver, the Company, the
Affiliates, the Banks and the Administrative Agent shall be restored to their
former position and rights hereunder, and any default or Event of Default waived
shall be deemed to be cured and not continuing; but no such waiver shall extend
to any subsequent or other default or Event of Default, or impair any right
consequent thereon.

         (b) Except to the extent that this Agreement expressly provides for
payments to be allocated to a particular Bank, if any Bank (a "Benefitted Bank")
shall receive any payment of all or part of the Obligations owing to it in a
greater proportion than any such payment to any other Bank, if any, in respect
of the Obligations owing to such other Bank, such Benefitted Bank shall purchase
for cash from the other Banks a participating interest in such portion of the
Obligations owing to each such other Bank as shall be necessary to cause such
Benefitted Bank to share the excess payment ratably with each of the Banks;
provided, however, that if all or any portion of such excess payment is
thereafter recovered from such Benefitted Bank, such purchase shall be rescinded
and the purchase price returned, to the extent of such recovery, but without
interest.

         12.9 SEVERABILITY

         If any provision of this Agreement or the application thereof to any
person or circumstance shall be invalid or unenforceable to any extent, the
remainder of this Agreement, or the application of such provision to persons or
circumstances other than those as to which it is invalid or unenforceable, shall
not be affected thereby, and each provision of this Agreement shall be valid and
enforceable to the extent permitted by law.


<PAGE>
                                                                              60

         12.10 SUCCESSORS AND ASSIGNS

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

         12.11 COUNTERPARTS

         This Agreement may be signed in any number of counterparts with the
same effect as if the signatures thereto and hereto were upon the same
instrument. Complete sets of counterparts shall be delivered to the Company, the
Administrative Agent and the Banks.

         12.12 THIRD PARTY BENEFICIARIES

         Each of the Affiliates of the Company and each office, branch or
affiliate of the Administrative Agent and the Banks which make Loans or CAF
Advances hereunder shall be a third party beneficiary of this Agreement.

         12.13 ELECTRONIC RECORDING

         The parties to this Agreement may electronically record any telephone
communications with one another relating to any preliminary or final notices of
any Borrowing, CAF Advance Borrowing, or any extension and conversion of Loans
pursuant to Section 2.6, 2.8 or 2.12. In the event that any electronically
recorded final notice of Borrowing, CAF Advance Borrowing or extension or
conversion differs from the terms of the corresponding written notice of
Borrowing, CAF Advance Borrowing or extension or conversion, the terms of the
electronically recorded notice shall control.

         12.14 AGGREGATION OR COMPARISON OF AMOUNTS IN DIFFERENT CURRENCIES;
               CALCULATION OF CERTAIN FEES

         Whenever any provision of this Agreement requires the aggregation of
two or more amounts denominated in different currencies (e.g., the aggregation
of the principal amounts of Loans and CAF Advances outstanding in different
currencies), or the comparison of two amounts denominated in different
currencies (e.g., the requirement that the principal amount of Foreign Currency
Loans not exceed an amount expressed in United States dollars), such amounts
denominated in a Foreign Currency shall be notionally converted, for purposes of
such aggregation or comparison, to the Equivalent thereof in United States
dollars, such that the result of such aggregation or comparison shall be an
amount or amounts expressed in United States dollars. Similarly, whenever any
provision of this Agreement requires the calculation of a fee as a per annum
percentage of a particular amount (e.g., the Utilization Fee), the amounts upon
which such fee is to be calculated shall be notionally converted to the
Equivalent thereof in United States dollars, so that the result of such
calculation shall be a fee amount expressed in United States dollars.


                      [THIS SPACE INTENTIONALLY LEFT BLANK]

<PAGE>

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

                                         VISTEON CORPORATION


                                         By:      /s/Peter Look
                                             -----------------------------------
                                         Title: Vice President and Treasurer


                                         JPMORGAN CHASE BANK, as Administrative
                                         Agent and as a Bank


                                         By:      /s/Robert P. Kellas
                                            ------------------------------------
                                         Title: Vice President


                                         CITIBANK, N.A., as Syndication Agent
                                         and as a Bank


                                         By:      /s/Wayne Beckmann
                                            ------------------------------------
                                         Title: Managing Director