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                                                                   EXHIBIT 10.17

                                                                  Execution Copy

         THIS AMENDED AND RESTATED LOAN AGREEMENT (this "Agreement"), dated as
of April 30, 2003, is among DIEBOLD, INCORPORATED, an Ohio corporation (the
"Company"), the SUBSIDIARY BORROWERS (as hereinafter defined) from time to time
parties hereto (together with the Company, the "Borrowers"), the lenders from
time to time parties hereto (the "Lenders"), and BANK ONE, NA, successor by
merger to Bank One, Michigan, a national banking association, as Agent.

                                    RECITALS

         A.       The Borrowers, the lenders party thereto and Bank One, NA, as
agent for such lenders, executed a Loan Agreement dated as of December 1, 1999,
as amended (the "Existing Loan Agreement").

         B.       The Borrowers have requested that the Lenders, including each
lender becoming a lender on the date hereof, and the Agent amend and restate the
Existing Loan Agreement as herein provided, and the Lenders and the Agent are
willing to amend and restate the Existing Loan Agreement on the terms and
conditions herein set forth.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         1.1      Defined Terms. As used in this Agreement, the following terms
shall have the following meanings:

         "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Company or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any Person or division thereof, whether
through purchase of assets, merger or otherwise or (ii) directly or indirectly
acquires (in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the Voting Stock of
any Person.

         "Advance" means a borrowing hereunder (or conversion or continuation
thereof) consisting of the aggregate amount of the several Loans or Facility
Letters of Credit of the same Type and, in the case of Eurocurrency Loans, in
the same Agreed Currency and for the same Interest Period, and further, in the
case of Eurodollar Loans, for the same Interest Period, made by the Lenders on
the same Borrowing Date (or converted or continued by the Lenders on the same
date of conversion or continuation).

         "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of Voting Stock of the controlled Person or possesses,


                                       26
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directly or indirectly, the power to direct or cause the direction of the
management or policies of the controlled Person, whether through ownership of
Capital Stock, by contract or otherwise.

         "Agent" means Bank One in its capacity as contractual representative of
the Lenders pursuant to Article XI, and not in its individual capacity as a
Lender, and any successor Agent appointed pursuant to Article XI.

         "Aggregate Commitments" means the aggregate amount, stated in U.S.
Dollars, of the Commitments of all Lenders.

         "Aggregate Euro Revolving Credit Commitments" means the aggregate
amount, stated in Euro, of the Euro Revolving Credit Commitments of all of the
Euro Revolving Credit Lenders.

         "Aggregate Euro Revolving Credit Outstandings" means as at any date of
determination with respect to any Euro Revolving Credit Lender, the sum of the
aggregate unpaid principal amount of such Lender's Euro Revolving Credit Loans
on such date and the amount of such Lender's Pro Rata Share of the Euro Facility
Letter of Credit Obligations and Euro Swing Loans on such date, both stated in
Euro based on the Euro Equivalent Amount.

         "Aggregate Revolving Credit Commitments" means, on any date of
determination, the U.S. Dollar Equivalent on such date of the aggregate amount
of the Revolving Credit Commitments of all of the Revolving Credit Lenders.

         "Aggregate Euro Term Loan Commitments" means the aggregate amount,
stated in Euros, of Euro Term Loan Commitments of all the Euro Term Loan
Lenders, as reduced from time to time pursuant to principal payments on the Euro
Term Loans.

         "Aggregate Euro Term Loan Outstandings" means as at any date of
determination with respect to any Lender, the sum of the aggregate unpaid
principal amount, stated in Euros based on the Euro Equivalent Amount, of such
Lender's portion of the Euro Term Loans on such date.

         "Aggregate Revolving Credit Outstandings" means as at any date of
determination with respect to any Revolving Credit Lender, the sum of the U. S.
Dollar Equivalent on such date of the aggregate unpaid principal amount of such
Lender's Revolving Credit Loans on such date and the U. S. Dollar Equivalent on
such date of the amount of such Lender's Pro Rata Share of the Facility Letter
of Credit Obligations and Swing Loans on such date.

         "Aggregate Term Loan Commitments" means the aggregate amount, stated in
U.S. Dollars, of Term Loan Commitments of all the Term Loan Lenders, as reduced
from time to time pursuant to principal payments on the Term Loans.

         "Aggregate Term Loan Outstandings" means as at any date of
determination with respect to any Lender, the sum of the aggregate unpaid
principal amount, stated in U.S. Dollars, of such Lender's portion of the Term
Loans on such date.

         "Aggregate Total Outstandings" means as at any date of determination
with respect to any Lender, the U.S. Dollar Equivalent of an amount equal to (a)
the Aggregate Revolving Credit Outstandings of such Lender on such date or (b)
the Aggregate Term Loan Outstandings of such Lender on such date, as the case
may be.


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         "Aggregate U.S. Revolving Credit Commitments" means the aggregate
amount in U.S. Dollars of the U.S. Revolving Credit Commitments of all of the
Revolving Credit Lenders.

         "Aggregate U.S. Revolving Credit Outstandings" means as at any date of
determination with respect to any Revolving Credit Lender, the sum of the
aggregate unpaid principal amount of such Lender's U.S. Revolving Credit Loans
on such date and the amount of such Lender's Pro Rata Share of the U.S. Facility
Letter of Credit Obligations and U.S. Swing Loans on such date, both stated in
U.S. Dollars.

         "Aggregate U.S. Term Loan Commitments" means the aggregate amount,
stated in U.S. Dollars, of U.S. Term Loan Commitments of all the U.S. Term Loan
Lenders, as reduced from time to time pursuant to principal payments on the U.S.
Term Loans.

         "Aggregate U.S. Term Loan Outstandings" means as at any date of
determination with respect to any Lender, the sum of the aggregate unpaid
principal amount, stated in U.S. Dollars, of such Lender's portion of the U.S.
Term Loans on such date.

         "Agreed Currencies" means (i) Dollars, (ii) so long as it remains an
Eligible Currency, the Euro, and (iii) any other Eligible Currency which the
Borrowers request the Agent to include as an Agreed Currency hereunder and which
is acceptable to all of the Euro Lenders and the Agent.

         "Agreement" means this loan agreement, as it may be amended or modified
and in effect from time to time.

         "Agreement Accounting Principles" means generally accepted accounting
principles as in effect on the Effective Date in the United States, applied in a
manner consistent with the audited consolidated financial statements of the
Company and its Subsidiaries for the fiscal year ending December 31, 2002;
provided, however, that, if generally accepted accounting principles in the
United States of America shall require the Company to adopt other principles,
then the financial statements required to be delivered hereunder may be prepared
on the basis of such other principles but when delivered shall also be
accompanied by a reconciliation, reasonably satisfactory in scope and detail to
the Agent, to permit the review of such financial statements as if they were
prepared in accordance with Agreement Accounting Principles.

         "Agreement Currency" is defined in Section 16.6.

         "Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (a) the Prime Rate for such day or (b) the sum of the
Federal Funds Effective Rate for such day plus 1/2% per annum.

         "Applicable Margin" means the amounts set forth in the Pricing Schedule
on Exhibit A hereto.

         "Arranger" means Banc One Capital Markets, Inc., a Delaware
corporation, and its successors.

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

         "Assignment" is defined in Section 13.3.1.


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         "Authorized Officer" means, with respect to any Borrower, any of the
president, the chief executive officer, any Designated Financial Officer or the
secretary of the Company or any other Person designated by any of the foregoing
in writing to the Agent from time to time to act on behalf of any Borrower (or,
if so designated, a specific Borrower) which designation has not been rescinded
in writing, in each case acting singly, provided that two Authorized Officers
shall be required to modify the wiring instructions for any Advance.

         "Available Foreign Currencies" means the Agreed Currencies other than
Dollars.

         "Bank One" means Bank One, NA, a national banking association.

         "Borrowers" is defined in the preamble hereto.

         "Borrowing Date" means any Business Day specified in a notice pursuant
to Section 2.3, 2.7, 2.15 or 2.16 as a date on which a Borrower requests the
Lenders to make Loans hereunder or, with respect to the issuance of any Facility
Letter of Credit, the date the applicable Issuer issues such Facility Letter of
Credit.

         "Business Day" means (i) with respect to any borrowing, payment or rate
selection of Eurocurrency Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Chicago, London and New York for the conduct
of substantially all of their commercial lending activities and on which
dealings in Dollars and the other Agreed Currencies are carried on in the London
interbank market (and, if the Advances which are the subject of such borrowing,
payment or rate selection are denominated in Euro, a day upon which such
clearing system as is determined by the Agent to be suitable for clearing or
settlement of the Euro is open for business), and (ii) for all other purposes, a
day (other than a Saturday or Sunday) on which banks generally are open in
Chicago, London and New York for the conduct of substantially all of their
commercial lending activities.

         "Capital Stock" means (i) in the case of any corporation, all capital
stock and any securities exchangeable for or convertible into capital stock and
any warrants, rights or other options to purchase or otherwise acquire capital
stock or such securities or any other form of equity securities, (ii) in the
case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock, (iii) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and (iv) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.

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

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

         "Cash Equivalents" means (i) securities issued directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof), (ii) Dollar denominated time
deposits, certificates of deposit and bankers' acceptances of (x) any Lender or
(y) any bank whose short-term commercial paper rating from S&P is at least
investment grade or the equivalent thereof (any such bank, an "Approved
Lender"), (iii) commercial paper issued by any Lender or Approved Lender or by
the parent


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company of any Lender or Approved Lender and commercial paper issued by, or
guaranteed by, any industrial or financial company with a short-term commercial
paper rating of at least investment grade or the equivalent thereof, (iv)
investment grade bonds and preferred stock of investment grade companies,
including but not limited to municipal bonds, corporate bonds, treasury bonds,
etc., (v) foreign Investments denominated in an Eligible Currency that are of
similar type of, and that have a rating comparable to, any of the Investments
referred to in the preceding clauses (i) through (iv) above, (vi) investments in
money market funds substantially all the assets of which are comprised of
securities of the types described in clauses (i) through (v) above and (vii)
other securities and financial instruments which offer a security comparable to
those listed above.

         "Change of Control" means (i) a majority of the members of the Board of
Directors of Company shall not be Continuing Directors; or (ii) any Person
including a "group" (within the meaning of Sections 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended) which includes such Person, shall
purchase or otherwise acquire, directly or indirectly, beneficial ownership of
Voting Stock of Company and, as a result of such purchase or acquisition, any
such Person (together with its Affiliates), shall directly or indirectly
beneficially own in the aggregate Voting Stock representing more than 30% of the
combined voting power of Company's Voting Stock.

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

         "Commitment" means, for each Lender, such Lender's U.S. Revolving
Credit Commitment, Euro Revolving Credit Commitment, U.S. Term Loan Commitment
and Euro Term Loan Commitment, and "Commitments" means the aggregate of all of
the Lenders' Commitments.

         "Company" is defined in the preamble hereto.

         "Compliance Certificate" is defined in Section 6.1(iii).

         "Condemnation" is defined in Section 7.8.

         "Confidential Information" is defined in Section 10.11.

         "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guaranties, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement or take-or-pay contract. The amount of any Contingent Obligation shall
be equal to the amount of the obligation that is so guarantied or supported that
is actually outstanding or otherwise due and payable from time to time, if a
fixed and determinable amount or if there is no fixed or determinable amount,
either (x) if a maximum amount is guaranteed, the maximum amount or (y) if there
is no maximum amount the amount of the obligation that is so guarantied or
supported.

         "Continuing Directors" means individuals who at the beginning of any
period of two consecutive calendar years constituted the board of directors of
the Company, together with any new directors whose election by such board of
directors or whose nomination for election was approved by a vote of at least
two-thirds of the members of such board of directors then still in office who
either were members of such board of directors at the beginning of such period
or whose election or nomination for election was previously so approved.


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

         "Conversion/Continuation Notice" is defined in Section 2.7.1.

         "Default" means an event described in Article VII.

         "Defaulting Lender" means any Lender that (a) on any Borrowing Date
fails to make available to the Agent such Lender's Loans required to be made to
a Borrower on such Borrowing Date or (b) shall not have made a payment to the
Issuer pursuant to Section 2.15.5 or the Agent pursuant to Section 2.16. Once a
Lender becomes a Defaulting Lender, such Lender shall continue as a Defaulting
Lender until such time as such Defaulting Lender makes available to the Agent
the amount of such Defaulting Lender's Loans and/or to an Issuer such payments
requested by an Issuer together with all other amounts required to be paid to
the Agent and/or the Issuers pursuant to this Agreement.

         "Designated Financial Officer" means, with respect to any Borrower, its
chief financial officer, director of treasury services, treasurer, assistant
treasurer, or similar position.

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part.

         "Dollars", "U.S. Dollars" and "$" means dollars in lawful currency of
the United States of America.

         "Dollar Equivalent Amount" of any currency at any date shall mean (i)
the amount of such currency if such currency is in Dollars or (ii) the
Equivalent Amount of Dollars if such currency is any currency other than
Dollars, calculated on the basis of the arithmetical mean of the buy and sell
spot rates of exchange of the Agent for such currency on the London market at
11:00 a.m., London time, on such date or as most recently determined by the
Agent.

         "Domestic Subsidiary" means each present and future Subsidiary of the
Company which is not a Foreign Subsidiary.

         "Domestic Subsidiary Borrower" means each Domestic Subsidiary listed as
a Domestic Subsidiary Borrower in Schedule 1.1(b) as amended from time to time
in accordance with Section 8.2.2.

         "Domestic Subsidiary Opinion" means with respect to any Domestic
Subsidiary Borrower, a legal opinion of counsel to such Domestic Subsidiary
Borrower addressed to the Agent and the Lenders concluding that such Domestic
Subsidiary Borrower and the Loan Documents to which it is a party substantially
comply with the matters listed on Exhibit B, with such assumptions,
qualifications and deviations therefrom as the Agent shall approve.

         "EBIT" means, for any period, the sum of (a) the consolidated net
income (or loss) of the Company and its Subsidiaries for such period determined
in conformity with Agreement Accounting Principles, plus (b) to the extent
deducted in determining such net income, income taxes, and Interest Expense, and
any extraordinary and non-recurring losses and non-cash charges and related tax
effects in accordance with


<PAGE>

Agreement Accounting Principles, minus (c) to the extent included in determining
such net income, each of the following, without duplication: (i) the income of
any Person (other than a Wholly Owned Subsidiary of the Company) in which any
Person other than the Company or any of its Subsidiaries has a joint interest or
a partnership interest or other ownership interest, except to the extent of the
amount of dividends or other distributions actually paid to the Company or any
of its Subsidiaries by such Person during such period, (ii) the income of any
Person accrued prior to the date it becomes a Subsidiary of the Company or is
merged into or consolidated with the Company or any of its Subsidiaries or that
Person's assets are acquired by the Company or any of its Subsidiaries, (iii)
gains from the sale, exchange, transfer or other disposition of property or
assets not in the ordinary course of business of the Company and its
Subsidiaries, and related tax effects in accordance with Agreement Accounting
Principles, (iv) any other extraordinary or non-recurring gains or other income
not from the continuing operations of the Company or its Subsidiaries, and
related tax effects in accordance with Agreement Accounting Principles and (v)
the income of any Subsidiary of the Company (other than Subsidiaries which are
not material in the aggregate as agreed upon between the Company and the Agent)
to the extent that the declaration or payment of dividends or similar
distributions by that Subsidiary of that income is not at the time permitted by
operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Subsidiary.

         "Effective Date" means the date on which the conditions precedent set
forth in Sections 4.1 and 4.2 are satisfied.

         "Eligible Currency" means any currency other than Dollars (i) that is
readily available, (ii) that is freely traded, (iii) in which deposits are
customarily offered to banks in the London interbank market, (iv) which is
convertible into Dollars in the international interbank market and (v) as to
which a Dollar Equivalent Amount may be readily calculated. If, after the
designation by the Lenders of any currency as an Agreed Currency, (x) currency
control or other exchange regulations are imposed in the country in which such
currency is issued with the result that different types of such currency are
introduced, (y) such currency is, in the determination of the Agent, no longer
readily available or freely traded or (z) in the determination of the Agent, a
Dollar Equivalent Amount of such currency is not readily calculable, the Agent
shall promptly notify the Lenders and the Company, and such currency shall no
longer be an Agreed Currency until such time as all of the Lenders agree to
reinstate such currency as an Agreed Currency and promptly, but in any event
within five Business Days of receipt of such notice from the Agent, the Borrower
shall repay all Loans in such affected currency or convert such Loans into Loans
in Dollars or another Agreed Currency, subject to the other terms set forth in
Article II.

         "Environmental Laws" means, with respect to the Company or any of its
Subsidiaries, any and all federal, state, local and foreign statutes, laws,
judicial decisions, regulations, ordinances, rules, judgments, orders, decrees,
plans, injunctions, permits, concessions, grants, franchises, licenses,
agreements and other governmental restrictions relating to (a) the protection of
the environment, (b) the effect of the environment on human health, (c)
emissions, discharges or releases of Hazardous Substances into surface water,
ground water or land, or (d) the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of Hazardous Substances or
the clean-up or other remediation thereof, in each case, applicable to the
Company's or any of its Subsidiary's operations or Property.

         "Equivalent Amount" of any currency with respect to any amount of any
other currency at any date means the equivalent in such currency of such amount
of such other currency, calculated on the basis of the arithmetical mean of the
buy and sell spot rates of exchange of the Agent for such currency at 11:00
a.m., London time, on the date on or as of which such amount is to be
determined.


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         "ERISA" means the Employee Retirement Income Security Act of l974, as
amended from time to time, and any rule or regulation issued thereunder.

         "Euro" and/or "EUR" means the euro referred to in Council Regulation
(EC) No. 1103/97 dated June 17, 1997 passed by the Council of the European
Union, or, if different, the then lawful currency of the member states of the
European Union that participate in the third stage of Economic and Monetary
Union.

         "Euro Equivalent Amount" of any currency at any date shall mean (i) the
amount of such currency if such currency is in Euros or (ii) the Equivalent
Amount of Euros if such currency is any currency other than Euros, calculated on
the basis of the arithmetical mean of the buy and sell spot rates of exchange of
the Agent for such currency on the London market at 11:00 a.m., London time, on
such date or as most recently determined in good faith by the Agent.

         "Euro Facility Letter of Credit" means any Letter of Credit for the
account of a Foreign Subsidiary Borrower.

         "Euro Facility Letter of Credit Obligations" means Facility Letter of
Credit Obligations with respect to Euro Facility Letters of Credit.

         "Euro Lender" means any Euro Revolving Credit Lender or Euro Term Loan
Lender.

         "Euro Loan" means any Euro Revolving Credit Loan or Euro Term Loan.

         "Euro Revolving Credit Commitment" means, as to any Lender at any time,
its obligation to make Revolving Credit Loans to the Foreign Subsidiary
Borrowers under Section 2.1.2 in an aggregate Euro Equivalent Amount not to
exceed at any time outstanding the Euro amount set forth opposite such Lender's
name in Schedule 1.1(a) under the heading "Euro Revolving Credit Commitment" or
as otherwise established pursuant to Section 13.3, as such amount may be reduced
from time to time pursuant to Section 2.4, 13.3 and the other applicable
provisions hereof.

         "Euro Revolving Credit Lender" means any Lender which has a Euro
Revolving Credit Commitment.

         "Euro Revolving Credit Loans" means Revolving Credit Loans made to the
Foreign Subsidiary Borrowers under Section 2.1.2.

         "Euro Swing Loan" is defined in Section 2.16.

         "Euro Term Loan" means, with respect to a Lender, such Lender's portion
of the term loan made in Available Foreign Currencies pursuant to Section 2.1.4.

         "Euro Term Loan Commitment" means as to any Lender at any time, its
obligation to make the Euro Term Loan to the Company in an aggregate Euro
Equivalent Amount not to exceed at any time outstanding the aggregate
outstanding principal amount of its respective Euro Revolving Credit Loans of
such Lender outstanding on the Facility Termination Date or as otherwise
established pursuant to Section 13.3, as such amount may be reduced from time to
time pursuant to Section 13.3 and the other applicable provisions hereof.

         "Euro Term Loan Lenders" means those Lenders which have a Euro Term
Loan Commitment or, if such Commitments have been terminated, have an
outstanding Euro Term Loan.


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         "Eurocurrency Advance" means a Multicurrency Advance which bears
interest at the Eurocurrency Rate.

         "Eurocurrency Loan" means a Multicurrency Loan which bears interest at
the Eurocurrency Rate.

         "Eurocurrency Rate" means, with respect to a Eurocurrency Loan for the
relevant Interest Period, the sum of (a) the Eurocurrency Reference Rate
applicable to such Interest Period, plus (b) the amount of all reserves, costs
or similar requirements relating to the funding of the relevant Available
Foreign Currency, as determined by the Agent, plus (c) the Applicable Margin.

         "Eurocurrency Reference Rate" means, with respect to each Interest
Period for a Multicurrency Loan:

         (a)      the rate per annum quoted at or about 11:00 a.m. (London time)
                  on the Quotation Date for such period on that page of the
                  Bloombergs' or Reuters' Screen, as determined by the Agent,
                  which displays British Bankers Association Interest Settlement
                  Rates for deposits in the relevant Available Foreign Currency
                  for such period or, if such page or service shall cease to be
                  available, such other page or such other service (as the case
                  may be) for the purpose of displaying British Bankers
                  Association Interest Settlement Rates for such currency as the
                  Agent, in its discretion, shall select.

         (b)      If no such rate is displayed for the relevant currency and the
                  relevant period and there is no Available Foreign Currency
                  alternative service on which two or more such quotations for
                  the Available Foreign Currency are displayed, "Eurocurrency
                  Reference Rate" will be the rate at which deposits in the
                  Available Foreign Currency of that amount are offered by the
                  Agent for that period to prime banks in the London inter bank
                  market at or about 11:00 a.m. (London time) on the Quotation
                  Date for such period.

         "Eurodollar Advance" means an Advance which bears interest at a
Eurodollar Rate.

         "Eurodollar Base Rate" means, with respect to a Eurodollar Loan for the
relevant Interest Period, the rate determined by the Agent to be the rate at
which the Agent offers to place deposits in Dollars with first-class banks in
the London interbank market at approximately 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period, in the approximate
amount of Bank One's relevant Eurodollar Loan and having a maturity
approximately equal to such Interest Period.

         "Eurodollar Loan" means a Loan which bears interest at a Eurodollar
Rate.

         "Eurodollar Rate" means, with respect to a Eurodollar Loan for the
relevant Interest Period, the sum of (a) the quotient of (i) the Eurodollar Base
Rate applicable to such Interest Period, divided by (ii) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest Period, plus
(b) the Applicable Margin. The Eurodollar Rate shall be rounded to the next
higher multiple of 1/16 of 1% if the rate is not such a multiple.

         "Exchange Rate" means with respect to any non-U.S. Dollar currency on
any date, the rate at which such currency may be exchanged into U.S. Dollars, as
set forth on such date on the relevant Bloomberg currency page at or about 11:00
a.m., Chicago time. In the event that such rate does not appear on any Bloomberg
currency page, the "Exchange Rate" with respect to such non-U.S. Dollar currency
shall be determined by reference to such other publicly available service for
displaying



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exchange rates as may be agreed upon by the Agent and the Company or, in the
absence of such agreement, such "Exchange Rate" shall instead be the Agent's
spot rate of exchange in the interbank market where its foreign currency
exchange operations in respect of such non-U.S. Dollar currency are then being
conducted, at or about 10:00 a.m., local time, on such date for the purchase of
U.S. Dollars with such non-U.S. Dollar currency, for delivery three Business
Days later; provided, that if at the time of any such determination, no such
spot rate can reasonably be quoted, the Agent may use any reasonable method as
it deems applicable to determine such rate, and such determination shall be
conclusive absent manifest error.

         "Facility Letter of Credit" means a Letter of Credit issued by an
Issuer pursuant to Section 2.15.

         "Facility Letter of Credit Obligations" means, as at the time of
determination thereof, all liabilities, whether actual or contingent, of a
Borrower with respect to the Facility Letters of Credit, including the sum of
(a) Reimbursement Obligations and, without duplication, (b) the aggregate
undrawn face amount of the outstanding Facility Letters of Credit.

         "Facility Termination Date" means the earlier to occur of (a) April 28,
2004 or (b) the date on which the Revolving Credit Commitments are terminated
pursuant to Article VIII.

         "Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Agent from three Federal
funds brokers of recognized standing selected by the Agent in its sole
discretion or, when used in connection with any Advance denominated in any
Eligible Currency, "Federal Funds Effective Rate" means the correlative rate of
interest with respect to such Eligible Currency as determined by the Agent in
its sole discretion for such day.

         "Financial Contract" of a Person means (a) any exchange-traded or
over-the-counter futures, forward, swap or option contract or other financial
instrument with similar characteristics or (b) any Rate Hedging Agreement.

         "Fixed Rate" means the Eurodollar Rate or the Eurocurrency Rate.

         "Fixed Rate Advance" means an Advance which bears interest at a Fixed
Rate.

         "Fixed Rate Loan" means a Loan which bears interest at a Fixed Rate.

         "Floating Rate" means, for any day, a rate per annum (based on a year
of 365 or 366 days as appropriate) equal to the sum of (a) the Applicable Margin
plus (b) the Alternate Base Rate for such day, in each case changing when and as
the Alternate Base Rate changes.

         "Floating Rate Advance" means an Advance which bears interest at the
Floating Rate.

         "Floating Rate Loan" means a Loan which bears interest at the Floating
Rate.

         "Foreign Subsidiary" means each Subsidiary organized under the laws of
a jurisdiction outside of the United States.



<PAGE>

         "Foreign Subsidiary Borrower" means each Foreign Subsidiary listed as a
Foreign Subsidiary Borrower in Schedule 1.1(b) as amended from time to time in
accordance with Section 8.2.2.

         "Foreign Subsidiary Opinion" means with respect to any Foreign
Subsidiary Borrower, a legal opinion of counsel to such Foreign Subsidiary
Borrower addressed to the Agent and the Lenders concluding that such Foreign
Subsidiary Borrower and the Loan Documents to which it is a party substantially
comply with the matters listed on Exhibit C, with such assumptions,
qualifications and deviations therefrom as the Agent shall approve.

         "Governmental Authority" means any nation or government, any state, or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "Guarantor" means (a) with respect to the Obligations of the Subsidiary
Borrowers, the Company and each present and future Domestic Subsidiary of the
Company required to execute a Guaranty pursuant to Section 2.18 and any other
Person executing a Guaranty at any time, and (b) with respect to the Company,
each present and future Domestic Subsidiary of the Company required to execute a
Guaranty pursuant to Section 2.18 and any other Person executing a Guaranty at
any time.

         "Guaranty" means, with respect to the Company, the guarantee contained
in Article IX and, with respect to any other Guarantor, each guaranty agreement
in substantially the form of Exhibit D hereto or, in the case of Foreign
Subsidiaries that are Guarantors, such other form agreed to by the Agent and the
Company duly executed and delivered by each such Guarantor to the Agent,
including any amendment, modification, renewal or replacement of such guaranty
agreement.

         "Hazardous Substances" means any material or substance: (1) which is or
becomes defined as a hazardous substance, pollutant, or contaminant, pursuant to
the Comprehensive Environmental Response Compensation and Liability Act
("CERCLA") (42 USC Section 9601 et. seq.) as amended and regulations promulgated
under it; (2) containing gasoline, oil, diesel fuel or other petroleum products;
(3) which is or becomes defined as hazardous waste pursuant to the Resource
Conservation and Recovery Act ("RCRA") (42 USC Section 6901 et. seq.) as amended
and regulations promulgated under it; (4) containing polychlorinated biphenyls
(PCBs); (5) containing asbestos; (6) which is radioactive; (7) the presence of
which requires investigation or remediation under any Environmental Law; (8)
which is or becomes defined or identified as a hazardous waste, hazardous
substance, hazardous or toxic chemical, pollutant, contaminant, or biologically
Hazardous Substance under any Environmental Law.

         "Indebtedness" of a Person means, without duplication, such Person's
(a) obligations for borrowed money or similar obligations, (b) obligations
representing the deferred purchase price of Property or services (other than
accounts payable and/or accrued expenses and commercial Letters of Credit with
respect to the foregoing, in each case arising in the ordinary course of such
Person's business payable in accordance with customary practices), (c)
obligations, whether or not assumed, secured by Liens on property now or
hereafter owned or acquired by such Person, (d) obligations which are evidenced
by notes, acceptances, or other instruments (other than Financial Contracts), to
the extent of the amounts actually borrowed, due, payable or drawn, as the case
may be, (e) Capitalized Lease Obligations, (f) all obligations in respect of
Letters of Credit (other than commercial Letters of Credit referenced in clause
(b) above), whether drawn or undrawn, contingent or otherwise, (g) any other
obligation for borrowed money or other financial accommodation which in
accordance with Agreement Accounting Principles would be shown as a liability on
the consolidated balance sheet of such Person, (h) Off-Balance Sheet
Liabilities, and (i) Contingent Obligations with respect to any of the
foregoing.



<PAGE>

         "Interest Coverage Ratio" means, as of the end of any fiscal quarter,
the ratio of (a) EBIT to (b) Interest Expense, in each case calculated for the
four consecutive fiscal quarters then ending, on a consolidated basis for the
Company and its Subsidiaries in accordance with Agreement Accounting Principles.

         "Interest Expense" means, with respect to any period, the aggregate of
all interest expense reported by the Company and its Subsidiaries in accordance
with Agreement Accounting Principles during such period, net of any cash
interest income received by the Company and its Subsidiaries during such period
from Investments. As used in this definition, the term "interest" shall include,
without limitation, all interest, fees and costs payable with respect to the
obligations under this Agreement (other than fees and costs which may be
capitalized as transaction costs in accordance with Agreement Accounting
Principles), any discount in respect of sales of accounts receivable and/or
related contract rights and the interest portion of Capitalized Lease payments
during such period, all as determined in accordance with Agreement Accounting
Principles; provided, however, that non-cash interest expense in an amount not
to exceed $15,000,000 incurred in the fiscal quarter ended December 31, 2002 and
arising from a settlement with the IRS regarding the deductibility of interest
on debt related to corporate owned life insurance shall be excluded from
Interest Expense.

         "Interest Period" means with respect to any Fixed Rate Loan:

                  (a)      initially, the period commencing on the borrowing or
         conversion date, as the case may be, with respect to such Fixed Rate
         Loan and ending one, two, three, or six months thereafter, or such
         other period as agreed upon by the Lenders making such Fixed Rate Loan,
         as selected by the relevant Borrower in its notice of borrowing or
         notice of conversion, as the case may be, given with respect thereto;
         and

                  (b)      thereafter, each period commencing on the last day of
         the next preceding Interest Period applicable to such Fixed Rate Loan
         and ending one, two, three or six months thereafter, or such other
         period as agreed upon by the Lenders, as selected by the relevant
         Borrower by irrevocable notice to the Agent not less than three
         Business Days prior to the last day of the then current Interest Period
         with respect thereto;

         provided that, all of the foregoing provisions relating to Interest
         Periods are subject to the following:

                           (i)      if any Interest Period pertaining to a Fixed
                  Rate Loan would otherwise end on a day that is not a Business
                  Day, such Interest Period shall be extended to the next
                  succeeding Business Day unless the result of such extension
                  would be to carry such Interest Period into another calendar
                  month in which event such Interest Period shall end on the
                  immediately preceding Business Day;

                           (ii)     any Interest Period applicable to a Fixed
                  Rate Loan that would otherwise extend beyond (A) with respect
                  to any Term Loan, the Maturity Date, shall end on the Maturity
                  Date or (B) with respect to any other Loan, the Facility
                  Termination Date, may be elected but shall end on the Facility
                  Termination Date (and such Loan shall be due and payable on
                  the Facility Termination Date and any amounts due under
                  Section 3.4 shall be payable) unless the Facility Termination
                  Date is extended on or before the last day of such Interest
                  Period to a date beyond the end of such Interest Period; and



<PAGE>

                           (iii)    any Interest Period pertaining to a Fixed
                  Rate Loan that begins on the last Business Day of a calendar
                  month (or on a day for which there is no numerically
                  corresponding day in the calendar month at the end of such
                  Interest Period) shall end on the last Business Day of a
                  calendar month.

         "Investment" of a Person means any loan, advance (other than
commission, travel and similar advances to officers and employees made in the
ordinary course of business), extension of credit (other than accounts
receivable and/or accrued expenses arising in the ordinary course of business
payable in accordance with customary practices and loans to employees in the
ordinary course of business) or contribution of capital by such Person; stocks,
bonds, mutual funds, partnership interests, notes, debentures or other
securities owned by such Person; any deposit accounts and certificates of
deposit owned by such Person; and structured notes, derivative financial
instruments and other similar instruments or contracts owned by such Person
(other than Financial Contracts).

         "Issuers" or "Issuer" means (i) Bank One, and (ii) any Lending
Installation of Bank One as Bank One may determine to be the issuer for any
Facility Letter of Credit.

         "Joinder Agreement" means the Joinder Agreement to be entered into by
each Subsidiary Borrower subsequent to the date hereof pursuant to Section
8.2.2, substantially in the form of Exhibit E hereto.

         "Judgment Currency" is defined in Section 16.6.

         "Lenders" means the lending institutions listed on the signature pages
of this Agreement or otherwise party hereto as a Lender from time to time, and
their respective successors and, to the extent permitted by Section 13.3,
assigns.

         "Lending Installation" means, with respect to a Lender or the Agent,
any office, branch, subsidiary or Affiliate of such Lender or the Agent, as the
case may be.

         "Letter of Credit" of a Person means a letter of credit or similar
instrument which is issued upon the application of such Person or upon which
such Person is an account party or for which such Person is in any way liable.

         "Letter of Credit Collateral Account" is defined in Section 2.15.7.

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

         "Loan" means, with respect to a Lender, such Lender's Revolving Credit
Loans and portion of the Term Loans, and, with respect to the Swing Lender,
Swing Loans.

         "Loan Documents" means this Agreement, the Notes, any Rate Hedging
Agreements with any Lenders or their Affiliates and the other agreements,
certificates and other documents contemplated hereby or executed or delivered
pursuant hereto by any Borrower or any Guarantor at any time with or in favor of
the Agent or any Lender.



<PAGE>

         "London Banking Day" means any day on which banks in London are open
for substantially all of their banking business, including dealings in foreign
currency and exchange.

         "Margin Stock" means "margin stock" as defined in Regulations U or X or
"marginable OTC stock" or "foreign margin stock" within the meaning of
Regulation T.

         "Material Adverse Effect" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise) or results of operations
of the Company and its Subsidiaries taken as a whole, (ii) the ability of the
Borrowers and Guarantors, taken as a whole, to pay the Obligations under the
Loan Documents, or (iii) the validity or enforceability of any of the Loan
Documents or the rights or remedies of the Agent or the Lenders thereunder.

         "Maturity Date" means the earlier to occur of (a) the date two years
after the Facility Termination Date or (b) the date on which the maturity of the
Term Loans are accelerated pursuant to Article VIII.

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

         "Multicurrency Advance" means a borrowing hereunder (or continuation or
a conversion thereof) consisting of the several Multicurrency Loans made on the
same Borrowing Date (or date of conversion or continuation) by the Lenders to a
Borrower of the same Type, in the same Available Foreign Currency and for the
same Interest Period.

         "Multicurrency Loans" means, Euro Loans and any Swing Loans denominated
in currencies other than U.S. Dollars.

         "Multiemployer Plan" means a plan defined in Section 4001(a)(3) of
ERISA to which the Company or any member of the Controlled Group has an
obligation to contribute.

         "Net Worth" means, as of any date, the amount of any capital stock,
paid in capital and similar equity accounts plus (or minus in the case of a
deficit) the capital surplus and retained earnings of the Company and its
Subsidiaries on a consolidated basis, all as determined in accordance with
Agreement Accounting Principles.

         "Non-Confidential Information" is defined in Section 10.11.

         "Non-Excluded Taxes" is defined in Section 3.6.1.

         "Notes" means the collective reference to the Revolving Credit Notes
and the Term Notes.

         "Notice of Assignment" is defined in Section 13.3.2.

         "Obligations" means collectively, the unpaid principal of and interest
on the Loans, all obligations and liabilities pursuant to the Facility Letters
of Credit, all Rate Hedging Obligations and all other obligations and
liabilities of each Borrower and each Guarantor to the Agent or the Lenders
(including Affiliates of such Lenders in the case of Rate Hedging obligations)
under this Agreement and the other Loan Documents (including, without
limitation, interest accruing at the then applicable rate provided in this
Agreement or any other applicable Loan Document after the maturity of the Loans
and interest accruing at the then applicable rate provided in this Agreement or
any other applicable Loan Document after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to any Borrower or any Guarantor, as the case may be,



<PAGE>

whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding), 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, the other Loan Documents or any other
document made, delivered or given in connection therewith, in each case whether
on account of principal, interest, reimbursement obligations, fees, indemnities,
costs, expenses or otherwise (including, without limitation, all reasonable fees
and disbursements of counsel to the Agent or to the Lenders that are required to
be paid by any Borrower or any Guarantor pursuant to the terms of this Agreement
or any other Loan Document).

         "Obligor" means any Person which is obligated to make payments for the
provision of goods and services pursuant to a Contract.

         "Off-Balance Sheet Liability of a Person means (i) any repurchase
obligation or liability of such Person with respect to accounts or notes
receivable sold by such Person, (ii) any liability under any Sale and Leaseback
Transaction which is not a Capitalized Lease, (iii) any liability under any
so-called "synthetic lease" transaction entered into by such Person, or (iv) any
obligation arising with respect to any other transaction which is the functional
equivalent of or takes the place of borrowing but which does not constitute a
liability on the balance sheets of such Person, and including without limitation
the outstanding amount sold or financed under any Permitted Securitization
Transaction.

         "Participants" is defined in Section 13.2.1.

         "Payment Date" means the last Business Day of each March, June,
September and December occurring after the Effective Date, commencing March 31,
2003.

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

         "Permitted Securitization Transaction" is defined in Section 6.10(iii).

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

         "Plan" means an employee pension benefit plan which is covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of the
Code as to which the Company or any member of the Controlled Group has any
obligation to contribute to on or after the Effective Date.

         "Prime Rate" means the per annum rate announced or established by the
Agent from time to time as its "prime rate" (it being acknowledged that such
announced rate may not necessarily be the lowest rate charged by the Agent to
any of its customers) or the corporate base rate of interest announced or
established by any Affiliate of the Agent or, when used in connection with any
Advance denominated in any Eligible Currency, "Prime Rate" means the correlative
floating rate of interest customarily applicable to similar extensions of credit
to corporate borrowers denominated in such currency in the country of issue, as
determined by the Agent, which Prime Rate shall change simultaneously with any
change in such announced or established rates.

         "Pro Rata Share" means, for each Lender, the ratio of such Lender's
Commitment (calculated using the U.S. Dollar Equivalent thereof) to the
Aggregate Commitment (calculated using the U.S. Dollar Equivalent thereof),
provided that (a) with respect to U.S. Revolving Credit Loans, U.S. Facility
Letters of Credit, U.S. Swing Loans and facility fees with respect to the U.S.
Revolving Credit Commitment, Pro Rata



<PAGE>

Share means, for each Lender, the ratio such Lender's U.S. Revolving Credit
Commitment bears to the Aggregate U.S. Revolving Credit Commitments, (b) with
respect to Euro Revolving Credit Loans, Euro Facility Letters of Credit, Euro
Swing Loans and facility fees with respect to the Euro Revolving Credit
Commitment, Pro Rata Share means, for each Lender, the ratio such Lender's Euro
Revolving Credit Commitment bears to the Aggregate Euro Revolving Credit
Commitments, (c) with respect to the U.S. Term Loan, Pro Rata Share means, for
each Lender, the ratio such Lender's U.S. Term Loan Commitment bears to the
Aggregate U.S. Term Loan Commitment, and (d) with respect to the Euro Term Loan,
Pro Rata Share means, for each Lender, the ratio such Lender's Euro Term Loan
Commitment bears to the Aggregate Euro Term Loan Commitment. If at any time the
Commitments have been terminated, the amount of any Commitment for the purposes
of this definition of "Pro Rata Share" only shall be deemed equal to the amount
of such Commitment immediately prior to its termination.

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

         "Purchasers" is defined in Section 13.3.1.

         "Quotation Date" in relation to any period for which a Eurocurrency
Reference Rate is to be determined hereunder, means the date on which quotations
would ordinarily be given by prime Lenders in the London inter-bank market for
deposits in the Available Foreign Currency in relation to which such rate is to
be determined for delivery on the first day of that period, provided that, if,
for such period, quotations would ordinarily be given on more than one date, the
Quotation Date for that period shall be the last of those dates.

         "Rate Hedging Agreement" means an agreement, device or arrangement
providing for payments which are related to fluctuations of interest rates,
exchange rates or forward rates, including, but not limited to,
dollar-denominated or cross-currency interest rate exchange agreements, forward
currency exchange agreements, interest rate cap or collar protection agreements,
forward rate currency or interest rate options, puts and warrants.

         "Rate Hedging Obligations" of a Person means any and all obligations of
such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (a) any and all Rate
Hedging Agreements, and (b) any and all cancellations, buy backs, reversals,
terminations or assignments of any Rate Hedging Agreement.

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

         "Regulation T" means Regulation T of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors.

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors.



<PAGE>

         "Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors.

         "Reimbursement Obligations" means, at any time, the aggregate of the
obligations of the Borrowers to the Lenders and the Issuers in respect of all
unreimbursed payments or disbursements made by the Issuers and the Lenders under
or in respect of the Facility Letters of Credit.

         "Release" means any release, spill, leak, discharge or leaching of any
Hazardous Substances into the environment in violation of any Environmental Law.

         "Remedial Action" means an action to address a Release or other
violation of Environmental Laws required by any Environmental Law.

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

         "Required Euro Revolving Credit Lenders" means (a) at any time prior to
the termination of the Euro Revolving Credit Commitments, Euro Revolving Credit
Lenders holding not less than 51% of the aggregate Euro Revolving Credit
Commitments of all Euro Revolving Credit Lenders and (b) at any time after the
termination of the Euro Revolving Credit Commitments, Euro Revolving Credit
Lenders whose aggregate Euro Revolving Credit Loans and Pro Rata Shares of Euro
Facility Letters of Credit aggregate at least 51% date of the Aggregate Euro
Revolving Credit Loans of all Euro Revolving Credit Lenders and all Euro
Facility Letters of Credit.

         "Required Lenders" means (a) at any time prior to the termination of
the Commitments, Lenders holding not less than 51% of the U. S. Dollar
Equivalent of the aggregate Commitments of all Lenders; and (b) at any time
after the termination of the Commitments, Lenders whose Aggregate Total
Outstandings aggregate at least 51% of the Aggregate Total Outstandings of all
Lenders.

         "Required U.S. Revolving Credit Lenders" means (a) at any time prior to
the termination of the U.S. Revolving Credit Commitments, U.S. Revolving Credit
Lenders holding not less than 51% of the aggregate U.S. Revolving Credit
Commitments of all U.S. Revolving Credit Lenders and (b) at any time after the
termination of the U.S. Revolving Credit Commitments, U.S. Revolving Credit
Lenders whose aggregate U.S. Revolving Credit Loans and Pro Rata Shares of U.S.
Facility Letters of Credit aggregate at least 51% date of the Aggregate U.S.
Revolving Credit Loans of all U.S. Revolving Credit Lenders and all U.S.
Facility Letters of Credit.

         "Required Euro Term Loan Lenders" means Euro Term Loan Lenders holding
not less than 51% of the aggregate amount of the Euro Term Loan made by all Euro
Term Loan Lenders.

         "Required U.S. Term Loan Lenders" means U.S. Term Loan Lenders holding
not less than 51% of the aggregate amount of the U.S. Term Loan made by all U.S.
Term Loan Lenders.



<PAGE>

         "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.

         "Reserve Requirement" means, with respect to an Interest Period for
Eurodollar Loans or Eurocurrency Loans, the maximum aggregate reserve
requirement (including all basic, supplemental, marginal and other reserves),
assessments or similar requirements under any regulations of the Board of
Governors of the Federal Reserve System or other Governmental Authority having
jurisdiction with respect thereto dealing with reserve requirements prescribed
for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D).

         "Revolving Credit Advance" means a borrowing hereunder (or continuation
or conversion thereof) consisting of the several Revolving Credit Loans made on
the same Borrowing Date (or date of conversion or continuation) by the Lenders
to a Borrower of the same Type and in the case of Fixed Rate Advances, for the
same Interest Period.

         "Revolving Credit Commitments" means the Euro Revolving Credit
Commitments and the U.S. Revolving Credit Commitments.

         "Revolving Credit Committed Percentage" means as to any Lender at any
time, the percentage which the U.S. Dollar Equivalent of such Lender's Revolving
Credit Commitments then constitutes of the aggregate U.S. Dollar Equivalent of
the Revolving Credit Commitments of all Lenders (or, if the Revolving Credit
Commitments have terminated or expired, the percentage which (a) the U.S. Dollar
Equivalent of the Aggregate Revolving Credit Outstandings of such Lender at such
time then constitutes of (b) the U.S. Dollar Equivalent of the Aggregate
Revolving Credit Outstandings of all Revolving Credit Lenders at such time).

         "Revolving Credit Lenders" means those Lenders which have a Revolving
Credit Commitment or, if such Commitments shall have been terminated, have
outstanding Revolving Credit Loans or Facility Letter of Credit Obligations.

         "Revolving Credit Loans" means, with respect to a Lender, such Lender's
revolving credit loans made pursuant to Section 2.1.

         "Revolving Credit Note" is defined in Section 2.2.3.

         "S&P" means Standard & Poor's Rating Services, a division of The McGraw
Hill Companies, Inc.

         "Sale and Leaseback Transaction" means any sale or other transfer of
property by any Person with the intent to lease or use such Property as lessee
or in any other capacity.

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

         "Securitization Entity" means a wholly-owned Subsidiary of the Company
that engages in no activities other than Permitted Securitization Transactions
and any necessary related activities and owns no assets other than as required
for Permitted Securitization Transactions and (i) no portion of the Indebtedness
(contingent or otherwise) of which is guaranteed by the Company or any
Subsidiary of the



<PAGE>

Company or is recourse to or obligates the Company or any Subsidiary of the
Company in any way, other than pursuant to customary representations,
warranties, covenants, indemnities and other obligations entered into in
connection with a Permitted Securitization Transaction, and (ii) to which
neither the Company nor any Subsidiary of the Company has any material
obligation to maintain or preserve such entity's financial condition or cause
such entity to achieve certain levels of operating results.

         "Significant Subsidiary" means each present or future subsidiary of the
Company which would constitute a "significant subsidiary" within the meaning of
Rule 1-02 of Regulation S-X as currently in effect promulgated by the Securities
and Exchange Commission.

         "Single Employer Plan" means a Plan which is maintained by the Company
or any member of the Controlled Group for employees of the Company or any member
of the Controlled Group.

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

         "Subsidiary Borrowers" means Foreign Subsidiary Borrowers and Domestic
Subsidiary Borrowers.

         "Substantial Portion" means, with respect to the Property of the
Company and its Subsidiaries, Property which (a) represents more than 15% of the
consolidated assets of the Company and its Subsidiaries as would be shown in the
consolidated financial statements of the Company and its Subsidiaries as at the
beginning of the twelve-month period ending with the month in which such
determination is made, (b) is responsible for more than 15% of the consolidated
net sales of the Company and its Subsidiaries as reflected in the financial
statements referred to in clause (a) above, (c) represents more than 25% of the
consolidated assets of the Company and its Subsidiaries as would be shown in the
consolidated financial statements of the Company and its Subsidiaries as of the
Effective Date or (d) is responsible for more than 25% of the consolidated net
sales of the Company and its Subsidiaries as reflected in the financial
statements referred to in clause (c) above.

         "Swing Lender" means Bank One, together with its Lending Installations.

         "Swing Loans" means U.S. Swing Loans and Euro Swing Loans.

         "Tangible Net Worth" means, as of any date, the difference of (i) Net
Worth, minus (ii) to the extent included in determining the amount under the
foregoing clause (i), the net book value of goodwill, cost in excess of fair
value of net assets acquired, patents, trademarks, tradenames and copyrights,
treasury stock and all other assets which are deemed intangible assets under
Agreement Accounting Principles.

         "Term Loan Commitments" means the Euro Term Loan Commitments and the
U.S. Term Loan Commitments.

         "Term Loans" means, with respect to a Lender, such Lender's portion of
the U.S. Term Loan and the Euro Term Loan.



<PAGE>

         "Term Loan Note" is defined in Section 2.2.3.

         "Total Debt" as of any date, means all of the following for the Company
and its Subsidiaries on a consolidated basis and without duplication: (i) all
debt for borrowed money and similar monetary obligations evidenced by bonds,
notes, debentures, Capitalized Lease Obligations or otherwise, including without
limitation obligations in respect of the deferred purchase price of properties
or assets, in each case whether direct or indirect (other than accounts payable
and/or accrued expenses and commercial Letters of Credit with respect to the
foregoing, in each case arising in the ordinary course of such Person's business
payable in accordance with customary practices); (ii) all liabilities secured by
any Lien existing on property owned or acquired subject thereto, whether or not
the liability secured thereby shall have been assumed; (iii) all reimbursement
obligations under outstanding Letters of Credit (other than commercial Letters
of Credit referenced in clause (i) above) in respect of drafts which (A) may be
presented or (B) have been presented and have not yet been paid and are not
included in clause (i) above; (iv) all Off Balance Sheet Liabilities; and (v)
all guarantees and other Contingent Obligation relating to indebtedness or
liabilities of the type described in the foregoing clauses (i), (ii) or (iii);
provided that money borrowed by the Company against the cash value of life
insurance policies owned by the Company shall not be considered part of Total
Debt and Indebtedness consisting of avals by any of the Company's Subsidiaries
for the benefit of, and with respect to obligations which are not classified as
Indebtedness of, any of the Company's other Subsidiaries which are entered into
in the ordinary course of business and consistent with standard business
practices, shall not be considered part of Total Debt.

         "Total Net Debt" means, at any time, Total Debt minus all cash and Cash
Equivalents with maturities of less than one year of the Company and its
Subsidiaries calculated on a consolidated basis, as calculated in accordance
with Agreement Accounting Principles.

         "Total Net Debt to Capitalization Ratio" means the ratio of Total Net
Debt to the sum of (a) Total Net Debt plus (b) Net Worth, as calculated in
accordance with Agreement Accounting Principles.

         "Transferee" is defined in Section 13.4.

         "Type" means, with respect to any Advance, its nature as a Floating
Rate Advance, Eurocurrency Advance or Eurodollar Advance.

         "Unfunded Liabilities" means the amount (if any) by which the actuarial
present value of all benefit liabilities under all Single Employer Plans exceeds
the fair market value of all such Plan assets allocable to such benefit
liabilities, all determined as of the then most recent valuation date for such
Plans in accordance with Section 4001(a)(18) of ERISA.

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

         "U.S. Dollar Equivalent" means, on any date with respect to an amount
denominated in any currency other than U.S. Dollars, the equivalent in U.S.
Dollars of such amount determined at the Exchange Rate on the date of
determination of such equivalent.

         "U.S. Facility Letter of Credit" means any Letter of Credit for the
account of the Company.

         "U.S. Facility Letter of Credit Obligations" means Facility Letter of
Credit Obligations with respect to U.S. Facility Letters of Credit.



<PAGE>

         "U.S. Lender" means any U.S. Revolving Credit Lender or U.S. Term Loan
Lender.

         "U.S. Loan" means any U.S. Revolving Credit Loan or U.S. Term Loan.

         "U.S. Revolving Credit Commitment" means, as to any Lender at any time,
its obligation to make Revolving Credit Loans to the Company in Dollars in an
aggregate amount not to exceed at any time outstanding the U.S. Dollar amount
set forth opposite such Lender's name in Schedule 1.1(a) under the heading "U.S.
Revolving Credit Commitment" or as otherwise established pursuant to Section
13.3, as such amount may be reduced from time to time pursuant to Sections 2.4,
13.3 and the other applicable provisions hereof.

         "U.S. Revolving Credit Lender" means any Lender which has a U.S.
Revolving Credit Commitment.

         "U.S. Revolving Credit Loans" means Revolving Credit Loans made to the
Company pursuant to Section 2.1.1.

         "U.S. Swing Loan" is defined in Section 2.16.

         "U.S. Term Loan" means, with respect to a Lender, such Lender's portion
of the term loan made in U.S. Dollars pursuant to Section 2.1.3.

         "U.S. Term Loan Commitment" means as to any Lender at any time, its
obligation to make the U.S. Term Loan to the Company in an aggregate amount not
to exceed at any time outstanding the aggregate outstanding principal amount of
its respective U.S. Revolving Credit Loans of such Lender outstanding on the
Facility Termination Date or as otherwise established pursuant to Section 13.3,
as such amount may be reduced from time to time pursuant to Section 13.3 and the
other applicable provisions hereof.

         "U.S. Term Loan Lender" means any Lender which has a U.S. Term Loan
Commitment or, if such Commitments have been terminated, has an outstanding Term
Loan.

         "Voting Stock" of a Person means all classes of Capital Stock of such
Person then outstanding and normally entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers, trustees or
similar persons thereof.

         "Wholly Owned Subsidiary" of a Person means any other Person of which
100% of the outstanding Voting Stock of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly Owned
Subsidiaries of such Person, or by such Person and one or more Wholly Owned
Subsidiaries of such Person.



<PAGE>

         1.2      Rules of Construction. All terms defined in Section 1.1 shall
include both the singular and the plural forms thereof and shall be construed
accordingly. Use of the terms "herein", "hereof", and "hereunder" shall be
deemed references to this Agreement in its entirety and not to the Section or
clause in which such term appears. References to "Sections" and "subsections"
shall be to Sections and subsections, respectively, of this Agreement unless
otherwise specifically provided. Notwithstanding anything herein, in any
financial statements of the Company or in Agreement Accounting Principles to the
contrary, for purposes of calculating the Applicable Margin and of calculating
and determining compliance with the financial covenants in Sections 6.17 and
6.18, including defined terms used therein, any Acquisitions made by the Company
or any of its Subsidiaries, including through mergers or consolidations and
including the incurrence of all Indebtedness related thereto and any other
related financial transactions, during the period for which such financial
covenants were calculated shall be deemed to have occurred on the first day of
the relevant period for which such financial covenants and the Applicable Margin
were calculated on a pro forma basis acceptable to the Agent.

                                   ARTICLE II

                                   THE CREDITS

         2.1      Commitments.

         2.1.1    From and including the Effective Date and prior to the
Facility Termination Date, each U.S. Revolving Credit Lender severally agrees,
on the terms and conditions set forth in this Agreement, to make U.S. Revolving
Credit Loans to the Company and the Domestic Subsidiary Borrowers from time to
time so long as after giving effect thereto and to any concurrent repayment of
Loans the Aggregate U.S. Revolving Credit Outstandings of each U.S. Revolving
Credit Lender are equal to or less than its U.S. Revolving Credit Commitment.
Subject to the terms of this Agreement, the Company and the Domestic Subsidiary
Borrowers may borrow, repay and reborrow U.S. Revolving Credit Loans at any time
prior to the Facility Termination Date. The U.S. Revolving Credit Loans may be
Floating Rate Loans or Eurodollar Loans, or a combination thereof selected in
accordance with Sections 2.3 and 2.7. The U.S. Revolving Credit Commitments to
lend hereunder shall expire on the Facility Termination Date.

         2.1.2    From and including the Effective Date and prior to the
Facility Termination Date, each Euro Revolving Credit Lender severally agrees,
on the terms and conditions set forth in this Agreement, to make Euro Revolving
Credit Loans to the Company and the Foreign Subsidiary Borrowers from time to
time so long as after giving effect thereto and to any concurrent repayment of
Loans the Aggregate Euro Revolving Credit Outstandings of each Euro Revolving
Credit Lender are equal to or less than its Euro Revolving Credit Commitment.
Subject to the terms of this Agreement, the Company and the Foreign Subsidiary
Borrowers may borrow, repay and reborrow Euro Revolving Credit Loans at any time
prior to the Facility Termination Date. The Euro Revolving Credit Loans will be
Eurocurrency Loans as selected in accordance with Sections 2.3 and 2.7. The Euro
Revolving Credit Commitments to lend hereunder shall expire on the Facility
Termination Date.

         2.1.3    Each U.S. Term Loan Lender severally agrees, on the terms and
conditions set forth in this Agreement, to make a single U.S. Term Loan to the
Company and the Domestic Subsidiary Borrowers on the Facility Termination Date
in an amount not to exceed, with respect to each U.S. Term Loan Lender, the
aggregate outstanding principal amount of such Lender's U.S. Revolving Credit
Loans outstanding on the Facility Termination Date. The U.S. Term Loan, or any
portion thereof, may be



<PAGE>

Floating Rate Loans or Eurodollar Loans, or a combination thereof, with the
selection in accordance with procedures acceptable to the Agent.

         2.1.4    Each Euro Term Loan Lender severally agrees, on the terms and
conditions set forth in this Agreement, to make a single Euro Term Loan to the
Foreign Subsidiary Borrowers on the Facility Termination Date in an amount not
to exceed, with respect to each Euro Term Loan Lender, the aggregate outstanding
principal amount of such Lender's Euro Revolving Credit Loans outstanding on the
Facility Termination Date. The Euro Term Loan, or any portion thereof, will be
Eurocurrency Loans.

         2.2      Repayment of Loans; Evidence of Debt.

         2.2.1    (a)      The Company and each Domestic Subsidiary Borrower
hereby unconditionally promise to pay to the Agent for the account of each U.S.
Revolving Credit Lender in U.S. Dollars the then unpaid principal amount of each
U.S. Revolving Credit Loan of such Lender made to the Company or such Domestic
Subsidiary Borrower on the Facility Termination Date and on such other dates and
in such other amounts as may be required from time to time under the terms of
this Agreement. The Company and each Domestic Subsidiary Borrower hereby further
agree to pay to the Agent for the account of each U.S. Revolving Credit Lender
interest in U.S. Dollars on the unpaid principal amount of the U.S. Revolving
Credit Loans from time to time outstanding until payment thereof in full at the
rates per annum, and on the dates, set forth in Section 2.8.

                  (b)      The Company and each Foreign Subsidiary Borrower
hereby unconditionally promise to pay to the Agent for the account of each Euro
Revolving Credit Lender in the relevant Available Foreign Currency the then
unpaid principal amount of each Euro Revolving Credit Loan of such Lender made
to the Company or such Foreign Subsidiary Borrower on the Facility Termination
Date and on such other dates and in such other amounts as may be required from
time to time under the terms of this Agreement. The Company and each Foreign
Subsidiary Borrower hereby further agree to pay to the Agent for the account of
each Euro Revolving Credit Lender interest in the relevant Available Foreign
Currency on the unpaid principal amount of the Euro Revolving Credit Loans from
time to time outstanding until payment thereof in full at the rates per annum,
and on the dates, set forth in Section 2.8.

                  (c)      The Company and each Domestic Subsidiary Borrower
hereby unconditionally promise to pay to the Agent for the account of each U.S.
Term Loan Lender in U.S. Dollars the entire outstanding principal amount of the
U.S. Term Loan in eight (8) equal quarterly installments payable on the date
three months after the Facility Termination Date and each successive three
months thereafter to and including the Maturity Date, when the U.S. Term Loan
should be due and payable in full.

                  (d)      The Company and each Foreign Subsidiary Borrower
hereby unconditionally promise to pay to the Agent for the account of each Euro
Term Loan Lender in the relevant Available Foreign Currencies the entire
outstanding principal amount of the Euro Term Loan in eight (8) equal quarterly
installments payable on the date three months after the Facility Termination
Date and each successive three months thereafter to and including the Maturity
Date, when the Euro Term Loan should be due and payable in full.

         2.2.2    The books and records of the Agent and of each Lender shall,
to the extent permitted by applicable law, be prima facie evidence of the
existence and amounts of the obligations of the Borrowers therein recorded;
provided, however, that the failure of any Lender or the Agent to maintain any
such books and records or any error therein, shall not in any manner affect the
obligation of the Borrowers to repay (with applicable interest) the Loans made
to such Borrowers by such Lender in accordance with the terms of this Agreement.



<PAGE>

         2.2.3    The Borrowers agree that, upon the request to the Agent by any
Lender from time to time and the subsequent request to the Company by the Agent,
the relevant Borrowers will execute and deliver to such Lender (a) promissory
notes of each Borrower evidencing the Revolving Credit Loans of any such
requesting Revolving Credit Lender, substantially in the form of Exhibit F-1
with appropriate insertions as to date, currency and principal amount (each, a
"Revolving Credit Note"), and (b) promissory notes of each Borrower evidencing
the Term Loans of any such requesting Term Loan Lenders, substantially in the
form of Exhibit F-2 with appropriate insertions as to date and principal amount
(each, a "Term Loan Note"); provided, that the delivery of such Notes shall not
be a condition precedent to the Effective Date or any Advance.

         2.3      Procedures for Borrowing. (a) The Company and each Domestic
Subsidiary Borrower may borrow under the U.S. Revolving Credit Commitments and
each Foreign Subsidiary Borrower may borrow under the Euro Revolving Credit
Commitments, in each case from time to time prior to the Facility Termination
Date on any Business Day.

                  (b)      In the case of a borrowing under the U.S. Revolving
Credit Commitments, the Company and each borrowing Domestic Subsidiary Borrower
shall give the Agent irrevocable notice (which notice must be received by the
Agent prior to 11:00 a.m., Chicago time) (i) three Business Days prior to the
requested Borrowing Date, if all or any part of the requested Revolving Credit
Loans are to be Eurodollar Loans, or (ii) one Business Day prior to the
requested Borrowing Date otherwise, specifying in each case (w) the amount to be
borrowed, (x) the requested Borrowing Date, (y) whether the borrowing is to be
of Eurodollar Loans, Floating Rate Loans or a combination thereof and (z) if the
borrowing is to be entirely or partly of Eurodollar Loans, the amount of such
Type of Loan and the length of the initial Interest Periods therefor. Each
borrowing under the U.S. Revolving Credit Commitments shall be in an amount
equal to (A) in the case of Floating Rate Loans, $5,000,000 or a whole multiple
of $1,000,000 in excess thereof (or, if the then aggregate available U.S.
Revolving Credit Commitments are less than $5,000,000, such lesser amount) and
(B) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of
$1,000,000 in excess thereof. Upon receipt of any such notice from the Company
or any such Domestic Subsidiary Borrower, as the case may be, the Agent shall
promptly notify each Revolving Credit Lender thereof. Not later than noon,
Chicago time on each requested Borrowing Date each Revolving Credit Lender shall
make an amount equal to its Pro Rata Share of the principal amount of the
Revolving Credit Loans requested to be made on such Borrowing Date available to
the Agent at its Chicago office specified in Section 14.1 in U.S. Dollars and in
immediately available funds. The Agent shall on such date credit the account of
the Company on the books of such office with the aggregate of the amounts made
available to the Agent by the Revolving Credit Lenders and in like funds as
received by the Agent.

                  (c)      In the case of a borrowing under the Euro Revolving
Credit Commitments, the Company and each Foreign Subsidiary Borrower shall give
the Agent irrevocable notice (which notice must be received by the Agent prior
to 11:00 a.m., London time three Business Days prior to the requested Borrowing
Date) specifying in each case (i) the amount to be borrowed, (ii) the requested
Borrowing Date, (iii) the Available Foreign Currency thereof and (iv) the length
of the initial Interest Period therefor. Each borrowing by the Company or a
Foreign Subsidiary Borrower under Section 2.1.2 or 2.1.4 shall be in an
Available Foreign Currency. Each such borrowing by the Company or any Foreign
Subsidiary Borrower shall be in an amount equal to an amount in the relevant
Available Foreign Currency which is 5,000,000 units or a whole multiple of
1,000,000 units in excess thereof or such other amounts as may be agreed upon
between the Company and the Agent. Upon receipt of any such notice from any such
Borrower, the Agent shall promptly notify the relevant Revolving Credit Lenders
with respect to such Borrowing. Not later than 1:00 p.m., local time of the
Agent's funding office for such

<PAGE>

Borrower, on the requested Borrowing Date, each such Revolving Credit Lender
shall make an amount equal to its Pro Rata Share of the principal amount of such
Revolving Loans requested to be made on such Borrowing Date available to the
Agent at the Agent's funding office for such Borrower specified by the Agent
from time to time by notice to such Revolving Credit Lenders and in immediately
available or other same day funds customarily used for settlement in the
relevant Available Foreign Currency. The amounts made available by each such
Revolving Credit Lender will then be made available to the relevant Borrower at
the funding office for such Borrower and in like funds as received by the Agent.

                  (d)      The Company and each borrowing Domestic Subsidiary
Borrower shall give the Agent irrevocable notice (which notice must be received
by the Agent prior to 11:00 a.m. Chicago time) at least 15 days prior to the
Facility Termination Date if the Company and such Domestic Subsidiary Borrowers
will be borrowing the U.S. Term Loan. The Company and each borrowing Foreign
Subsidiary Borrower shall give the Agent irrevocable notice (which notice must
be received by the Agent prior to 11:00 a.m., London time) at least 15 days
prior to the Facility Termination Date if the Company and such Foreign
Subsidiary Borrowers will be borrowing the Euro Term Loan. The initial interest
rate and Interest Period, if applicable, on the Term Loans will determined
pursuant to procedures acceptable to the Agent and the Borrowers and consistent
with this Agreement.

         2.4      Termination or Reduction of Revolving Credit Commitments. The
Company or any Foreign Subsidiary Borrower may permanently reduce the Euro
Revolving Credit Commitments, in whole or in part, ratably among the Euro
Revolving Credit Lenders in integral multiples of EUR5,000,000 and the Company
or any Domestic Subsidiary Borrower may permanently reduce the U.S. Revolving
Credit Commitments, in whole or in part, ratably among the U.S. Revolving Credit
Lenders in integral multiples of $10,000,000, in each case upon at least three
Business Days' irrevocable written notice to the Agent, and which notice shall
specify the amount of any such reduction, provided, however, that the Aggregate
Euro Revolving Credit Commitments may not be reduced below the Aggregate Euro
Revolving Credit Outstandings of all Lenders and the Aggregate U.S. Revolving
Credit Commitments may not be reduced below the Aggregate U.S. Revolving Credit
Outstandings of all Lenders. In addition, all accrued facility fees shall be
payable on the effective date of any termination of the Revolving Credit
Commitments. The Aggregate U.S. Revolving Credit Commitments shall be
automatically reduced, ratably among the U.S. Revolving Credit Commitments, by
the amount of any Permitted Securitization Transaction facility entered into on
or after February 13, 2002 which, when aggregated with all other Permitted
Securitization Transaction facilities entered into on or after February 13,
2002, exceeds $100,000,000, simultaneously with the closing of any such
Permitted Securitization Transaction facility.

         2.5      Facility and Agent Fees. (a) Each Borrower agrees to pay to
the Agent for the account of each Lender a facility fee at the rate per annum
set forth in the Pricing Schedule on Exhibit A attached hereto, on the average
daily amount of each Revolving Credit Commitment of such Lender to such
Borrower, whether used or unused, from and including the Effective Date to but
excluding the Facility Termination Date, payable on each Payment Date hereafter
and on the Facility Termination Date. The facility fee payable in respect to
each Revolving Credit Commitment shall be payable in the currency in which such
Revolving Credit Commitment is denominated.

                  (b)      The Company agrees to pay to the Agent for its own
account, such other fees as agreed to in writing between the Company and the
Agent.

         2.6      Optional and Mandatory Principal Payments on All Loans.

         2.6.1    Each Borrower may at any time and from time to time prepay
Floating Rate Loans, in whole or in part, without penalty or premium, upon at
least one Business Day's irrevocable notice to the

<PAGE>

Agent, specifying the date and amount of prepayment. If any such notice is
given, the amount specified in such notice shall be due and payable on the date
specified therein. Partial prepayment of Floating Rate Loans shall be in a
minimum aggregate amount of $1,000,000 or any integral multiple of $1,000,000 in
excess thereof.

         2.6.2    Each Borrower may at any time and from time to time prepay,
without premium or penalty (but together with payment of any amount payable
pursuant to Section 3.4), its Eurodollar Loans and its Multicurrency Loans in
whole or in part, upon at least three Business Days' irrevocable notice to the
Agent specifying the date and amount of prepayment. Partial payments of
Eurodollar Loans shall be in a minimum aggregate amount of $5,000,000 or any
integral multiple of $1,000,000 in excess thereof. Partial prepayments of
Multicurrency Loans shall be in an aggregate principal amount in the relevant
Available Foreign Currency of 5,000,000 units or any integral multiple of
1,000,000 units in excess thereof, or such lesser principal amount as may equal
the outstanding Multicurrency Loans or such lesser amount as may be agreed to by
the Agent.

         2.6.3    (i) If the Aggregate Euro Revolving Credit Outstandings exceed
the Aggregate Euro Revolving Credit Commitments at any time the Foreign
Subsidiary Borrowers shall promptly prepay the Aggregate Euro Revolving Credit
Outstandings or cash collateralize Facility Letters of Credit in the amount of
such excess and (ii) if the Aggregate U.S. Revolving Credit Outstandings exceed
the Aggregate U.S. Revolving Credit Commitments at any time the Company shall
promptly prepay the Aggregate U.S. Revolving Credit Outstandings or cash
collateralize Facility Letters of Credit in the amount of such excess.

         2.6.4    Each prepayment pursuant to this Section 2.6 and each
conversion (other than a conversion of a Floating Rate Loan to a Fixed Rate
Loan) pursuant to Section 2.7 shall be accompanied by accrued and unpaid
interest on the amount prepaid to the date of prepayment and any amounts payable
under Section 3.4 in connection with such payment.

         2.6.5    Prepayments pursuant to this Section 2.6 shall be applied as
follows: (a) in the case of prepayments made by the Company or a Domestic
Subsidiary Borrower, first to prepay Floating Rate Loans and second to prepay
Eurodollar Loans then outstanding in such order as the Company or such Borrower
may direct and (b) in the case of prepayments made by a Borrower of
Multicurrency Loans, to prepay Multicurrency Loans made to such Borrower in such
order as the Company or such Borrower may direct, provided that all prepayments
on any Loans to a Borrower shall be applied pro rata to the Loans owing by such
Borrower.

         2.6.6    All amounts prepaid, other than prepayment of the Term Loans,
may be reborrowed and successively repaid and reborrowed, subject to the other
terms and conditions in this Agreement. All prepayments of the Term Loans will
be applied to the maturities thereof in inverse order.

         2.7.     Conversion and Continuation of Outstanding Advances.

         2.7.1    Advances. Floating Rate Advances shall continue as Floating
Rate Advances unless and until such Floating Rate Advances are converted into
Eurodollar Advances. Each Eurodollar Advance shall continue as a Eurodollar
Advance until the end of the then applicable Interest Period therefor, at which
time such Eurodollar Advance shall be automatically converted into a Floating
Rate Advance unless the Company shall have given the Agent a
Conversion/Continuation Notice requesting that, at the end of such Interest
Period, such Eurodollar Advance continue as a Eurodollar Advance for the same or
another Interest Period. Subject to the terms hereof, the Company may elect from
time to time to convert all or any part of a Revolving Credit Advance or Term
Loan of any Type to the Company or any

<PAGE>

Domestic Subsidiary Borrower into any other Type or Types of Advance; provided
that any conversion of any Eurodollar Advance shall be made on, and only on, the
last day of the Interest Period applicable thereto. The Company shall give the
Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion
of an Advance or continuation of a Eurodollar Advance not later than 11:00 a.m.
(Chicago time) at least one Business Day, in the case of a conversion into a
Floating Rate Advance, or three Business Days, in the case of a conversion into
or continuation of a Eurodollar Advance, prior to the date of the requested
conversion or continuation, specifying:

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

         (b)      the aggregate amount and Type of the Revolving Credit Advance
or Term Loan which is to be converted or continued, and

         (c)      the amounts and Type(s) of Revolving Credit Advance(s) or Term
Loan into which such Advance is to be converted or continued and, in the case of
a conversion into or continuation of a Eurodollar Advance, the duration of the
Interest Period applicable thereto.

         2.7.2    Multicurrency Advances. Any Multicurrency Advances may be
continued as such upon the expiration of the then current Interest Period with
respect thereto by the relevant Borrower giving the Agent irrevocable notice not
later than 11:00 a.m. (London time) at least three Business Days prior to the
date of the requested continuation, specifying the duration of the Interest
Period applicable thereto, provided, that if the relevant Borrower shall fail to
give such notice, such Multicurrency Advance shall be automatically continued
for an Interest Period of one month provided that such continuation would not
extend the Interest Period beyond the Facility Termination Date in the case of
Euro Revolving Credit Loans or the Maturity Date in the case of the Euro Term
Loan.

         2.8      Interest Rates, Interest Payment Dates; Interest and Fee
Basis. (a) Each Floating Rate Loan shall bear interest on the outstanding
principal amount thereof, for each day from and including the date such Loan is
made or is converted from a Fixed Rate Loan into a Floating Rate Loan pursuant
to Section 2.7 to but excluding the date it becomes due or is converted into a
Fixed Rate Loan pursuant to Section 2.7 hereof, at a rate per annum equal to the
Floating Rate for such day. Each Eurodollar Loan shall bear interest for each
day during each Interest Period with respect thereto at a rate per annum equal
to the Eurodollar Rate determined for such Interest Period. Each Multicurrency
Loan to any Foreign Subsidiary Borrower (other than a Swing Loan) shall bear
interest for each day during each Interest Period with respect thereto at a rate
per annum equal to the applicable Eurocurrency Rate determined for such Interest
Period or at such other interest rate as agreed to by such Foreign Subsidiary
Borrower and all Euro Lenders with a Commitment to such Foreign Subsidiary
Borrower.

         (b)      Interest accrued on each Floating Rate Advance shall be
payable on each Payment Date, commencing with the first such date to occur after
the Effective Date and at maturity. Interest accrued on each Fixed Rate Advance
shall be payable on the last day of its applicable Interest Period, on any date
on which the Fixed Rate Advance is prepaid, whether by acceleration or
otherwise, and at maturity. Interest accrued on each Fixed Rate Advance having
an Interest Period longer than three months shall also be payable on the last
day of each three-month interval during such Interest Period.

         (c)      Interest shall be payable for the day an Advance is made but
not for the day of any payment on the amount paid if payment is received prior
to 1:00 p.m. (local time) at the place of payment. If any payment of principal
of or interest on an Advance shall become due on a day which is not a Business
Day, except as otherwise provided in the definition of Interest Period, such
payment shall

<PAGE>

be made on the next succeeding Business Day and, in the case of a principal
payment, such extension of time shall be included in computing interest in
connection with such payment.

         (d)      All interest and fees shall be computed on the basis of the
actual number of days (including the first day but excluding the last day)
occurring during the period such interest or fee is payable over a year
comprised of 360 days or, in the case of Floating Rate Loans, 365/366 days,
unless the Agent determines that it is market practice to calculate such
interest or fees on Multicurrency Advances on a different basis.

         (e)      Changes in the rate of interest on that portion of any Advance
maintained as a Floating Rate Advance will take effect simultaneously with each
change in the Alternate Base Rate. Each Fixed Rate Advance shall bear interest
on the outstanding principal amount thereof from and including the first day of
the Interest Period applicable thereto to (but not including) the last day of
such Interest Period at the interest rate determined as applicable to such Fixed
Rate Advance. No Interest Period may end after, with respect to any Term Loan,
the Maturity Date, or, with respect to any Revolving Credit Loan, the Facility
Termination Date.

         2.9      Rates Applicable After Default. Notwithstanding anything to
the contrary contained in this Agreement, during the continuance of a Default
the Required Lenders may, at their option, by notice to the Borrowers (which
notice may be revoked at the option of the Required Lenders notwithstanding any
provision of Section 8.2 requiring unanimous consent of the Lenders to changes
in interest rates), declare that no Advance may be made as, converted into or
continued (after the expiration of the then current Interest Period) as a Fixed
Rate Advance, provided that, notwithstanding the foregoing, any outstanding
Eurocurrency Advance may be continued for an Interest Period not to exceed one
month after such notice to the Borrowers by the Required Lenders. Upon and
during the continuance of any Default under Section 7.2, the Required Lenders
may, at their option, by notice to the Company (which notice may be revoked at
the option of the Required Lenders notwithstanding any provision of Section 8.2
requiring unanimous consent of the Lenders as to changes and interest rates)
declare that (i) each Fixed Rate Advance shall bear interest for the remainder
of the applicable Interest Period at the rate otherwise applicable to such
Interest Period plus 2% per annum, and (ii) each Floating Rate Advance and any
other amount due under this Agreement shall bear interest at a rate per annum
equal to the Floating Rate otherwise applicable to Floating Rate Loans plus 2%
per annum, provided that, upon and during the continuance of any acceleration
for any reason of any of the Obligations, the interest rate set forth in clauses
(i) and (ii) shall be applicable to all Advances without any election or action
on the part of the Agent or any Lender.

         2.10     Pro Rata Payment, Method of Payment.

         2.10.1   Each borrowing of Loans by the Company or any Domestic
Subsidiary Borrower from the U.S. Lenders shall be made pro rata according to
the Pro Rata Shares of such Lenders in effect on the date of such borrowing.
Each payment by the Company or any Domestic Subsidiary Borrower on account of
any facility fee shall be allocated by the Agent among the Lenders in accordance
with their respective Pro Rata Shares. Any reduction of the Commitments of the
U.S. Lenders shall be allocated by the Agent among the U.S. Lenders pro rata
according to the Pro Rata Shares of the U.S. Lenders with respect thereto.
Except as otherwise provided in this Agreement, each optional prepayment by the
Company or any Domestic Subsidiary Borrower on account of principal or interest
on its U.S. Loans shall be allocated by the Agent pro rata according to the
respective outstanding principal amounts thereof. All payments (including
prepayments) to be made by the Company or any Domestic Subsidiary Borrower
hereunder in respect of amounts denominated in Dollars, whether on account of
principal, interest, fees or otherwise, shall be made, without setoff,
deduction, or counterclaim, in immediately

<PAGE>

available funds to the Agent at the Agent's address specified pursuant to
Article XIV, or at any other Lending Installation of the Agent specified in
writing by the Agent to the Company or the relevant Domestic Subsidiary
Borrower, as the case may be, by 1:00 p.m. (Chicago time) on the date when due.
Each payment delivered to the Agent for the account of any Lender shall be
delivered promptly by the Agent to such Lender in the same type of funds that
the Agent received at its address specified pursuant to Article XIV or at any
Lending Installation specified in a notice received by the Agent from such
Lender.

         2.10.2   Each borrowing of Euro Loans by any Foreign Subsidiary
Borrower in any Available Foreign Currency shall be allocated by the Agent pro
rata according to the Pro Rata Shares of the Euro Lenders with respect to such
Borrower in effect on the date of such Loan. Each payment by any Foreign
Subsidiary Borrower on account of any facility fee shall be allocated by the
Agent among the Lenders to such Foreign Subsidiary Borrower in accordance with
their respective Pro Rata Shares. Any reduction of any of the Euro Commitments
shall be allocated by the Agent pro rata according to the Pro Rata Shares of the
Euro Lenders with respect thereto. Except as provided in Section 2.6, each
payment (including each prepayment) by a Foreign Subsidiary Borrower on account
of principal of and interest on Euro Loans shall be allocated by the Agent pro
rata according to the respective principal amounts of the Euro Loans then due
and owing by such Borrower to each Euro Lender that made such Euro Loans. All
payments (including prepayments) to be made by a Borrower on account of Euro
Loans, whether on account of principal, interest, fees or otherwise, shall be
made without setoff, deduction, or counterclaim in the currency of such Euro
Loans (in same day or other funds customarily used in the settlement of
obligations in such currency) to the Agent for the account of the Euro Lenders
that made such Loans, at the payment office for such Euro Loans specified from
time to time by the Agent by notice to the Borrowers prior to 1:00 p.m. local
time at such payment office on the due date thereof. The Agent shall distribute
such payment to the Euro Lenders entitled to receive the same promptly upon
receipt in like funds as received. In the case of any payment of facility fees
by Foreign Subsidiary Borrowers under Section 2.5 and any prepayments required
of Foreign Subsidiary Borrowers under Section 2.6.3, the Company shall designate
which Foreign Subsidiary Borrowers shall pay such amounts and, absent such
determination or if any Default has occurred and is continuing, the Agent shall
determine which Foreign Subsidiary Borrower or Foreign Subsidiary Borrowers
shall make such payments, provided that it is acknowledged that each Foreign
Subsidiary Borrower is liable, without duplication, for the full amount of
facility fees payable under Section 2.5 and is obligated to make any required
prepayments under Section 2.6.3 to the extent such Foreign Subsidiary Borrower
has any Aggregate Euro Revolving Credit Outstandings.

         2.11     Telephonic Notices. Each Borrower hereby authorizes the
Lenders and the Agent to extend, convert or continue Advances, effect selections
of Types of Advances and to transfer funds based on telephonic notices made by
any Person or Persons the Agent or any Lender reasonably and in good faith
believes to be an Authorized Officer. Each Borrower agrees to deliver promptly
to the Agent a written confirmation, if such confirmation is requested by the
Agent or any Lender, of each telephonic notice signed by an Authorized Officer.
If the written confirmation differs in any material respect from the action
taken by the Agent and the Lenders, the records of the Agent and the Lenders
shall govern absent manifest error.

         2.12     Notification of Advances, Interest Rates, Prepayments and
Commitment Reductions. Promptly after receipt thereof, the Agent will notify
each Lender of the contents of each Revolving Credit Commitment reduction
notice, Multicurrency Commitment reduction notice, Borrowing notice,
Conversion/Continuation Notice, and repayment notice received by it hereunder.
The Agent will notify each Lender of the interest rate applicable to each Fixed
Rate Advance promptly upon determination of such interest rate and will give
each Lender prompt notice of each change in the Alternate Base Rate.
<PAGE>

         2.13     Lending Installations. Each Lender may, except as otherwise
provided in Section 3.6, make and book its Loans at any Lending Installation(s)
selected by such Lender and may change its Lending Installation(s) from time to
time. All terms of this Agreement shall apply to any such Lending
Installation(s) and the Notes, if any, shall be deemed held by each Lender for
the benefit of such Lending Installation(s). Each Lender may, by written or
telex notice to the Agent and the applicable Borrower, designate one or more
Lending Installations which are to make and book Loans and for whose account
Loan payments are to be made.

         2.14     Non-Receipt of Funds by the Agent. Unless a Borrower or a
Lender, as the case may be, notifies the Agent prior to the date on which it is
scheduled to make payment to the Agent of (a) in the case of a Lender, the
proceeds of a Loan or (b) in the case of a Borrower, a payment of principal,
interest or fees to the Agent for the account of the Lenders, that it does not
intend to make such payment, the Agent may assume that such payment has been
made. The Agent may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such assumption. If
such Lender or Borrower, as the case may be, has not in fact made such payment
to the Agent, the recipient of such payment shall, on demand by the Agent, repay
to the Agent the amount so made available together with interest thereon in
respect of each day during the period commencing on the date such amount was so
made available by the Agent until the date the Agent recovers such amount at a
rate per annum equal to (i) in the case of payment by a Lender, the Federal
Funds Effective Rate for the first five days and the interest rate applicable to
the relevant Loan for each day thereafter or (ii) in the case of payment by a
Borrower, the interest rate applicable to the relevant Loan.

         2.15     Facility Letters of Credit.

         2.15.1   Obligation to Issue. Subject to the terms and conditions of
this Agreement and in reliance upon the representations and warranties of the
Borrowers herein set forth, the Issuers hereby agree to issue for the account of
a Borrower through such of the Issuer's Lending Installations or Affiliates as
the Issuer may determine, one or more Facility Letters of Credit in accordance
with this Section 2.15, from time to time during the period, commencing on the
Effective Date and ending five Business Days prior to the Facility Termination
Date.

         2.15.2   Conditions for Issuance. In addition to being subject to the
satisfaction of the conditions contained in Sections 4.1 and 4.2, the obligation
of an Issuer to issue any Facility Letter of Credit is subject to the
satisfaction in full of the following conditions:

         (a)      the aggregate maximum amount then available for drawing under
Facility Letters of Credit issued by the Issuers, after giving effect to the
Facility Letter of Credit requested hereunder, shall not exceed any limit
imposed by law or regulation upon the Issuer;

         (b)      the requested Facility Letter of Credit shall not have an
expiration date later than the earlier of (i) one year after the date of
issuance of such Facility Letter of Credit and (ii) five Business Days prior to
the Facility Termination Date, provided that any Facility Letter of Credit with
a one-year tenor may provide for the renewal thereof for additional one-year
periods (which shall in no event extend beyond the date referred to in clause
(ii) above);

         (c)      after giving effect to the Facility Letter of Credit requested
hereunder, the aggregate maximum amount then available for drawing under
Facility Letters of Credit issued by the Issuers, shall not exceed (i)
$50,000,000 in the case of Facility Letters of Credit for the account of the
Company and Domestic Subsidiary Borrowers and (ii) EUR25,000,000 in the case of
Facility Letters of Credit for the

<PAGE>

account of Foreign Subsidiary Borrowers, and no prepayment would be required
under this Agreement and no provision of this Agreement would be breached;

         (d)      the applicable Borrower shall have delivered to the applicable
Issuer at such times and in such manner as such Issuer may reasonably prescribe
such documents and materials as may be required pursuant to the terms of the
proposed Letter of Credit and the proposed Letter of Credit shall be reasonably
satisfactory to such Issuer as to form and content; and

         (e)      as of the date of issuance, no order, judgment or decree of
any Court, arbitrator or governmental authority shall purport by its terms to
enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no
law, rule or regulation applicable to such Issuer and no request or directive
(whether or not having the force of law) from any governmental authority with
jurisdiction over such Issuer shall prohibit or request that such Issuer refrain
from the issuance of Letters of Credit generally or the issuance of that
Facility Letter of Credit.

         2.15.3   Procedure for Issuance of Facility Letters of Credit. (a) The
applicable Borrower shall give one of the Issuers and the Agent three Business
Days' prior written notice of any requested issuance of a Facility Letter of
Credit under this Agreement (except that, in lieu of such written notice, a
Borrower may give an Issuer (i) notice of such request by tested telex or other
tested arrangement satisfactory to such Issuer or (ii) telephonic notice of such
request if confirmed in writing by delivery to such Issuer (A) immediately (x)
of a telecopy of the written notice required hereunder which has been signed by
an Authorized Officer of such Borrower or (y) of a telex containing all
information required to be contained in such written notice and (B) promptly
(but in no event later than the requested time of issuance) of a copy of the
written notice required hereunder containing the original signature of an
Authorized Officer of such Borrower); such notice shall be irrevocable and shall
specify the stated amount and Available Foreign Currency or U.S. Dollars of the
Facility Letter of Credit requested (which requested currency shall be limited
to the currency in which such Borrower may obtain Loans under this Agreement),
the effective date (which day shall be a Business Day) of issuance of such
requested Facility Letter of Credit, the date on which such requested Facility
Letter of Credit is to expire (which date shall be a Business Day and shall in
no event be later than the fifth day prior to the Facility Termination Date),
the purpose for which such Facility Letter of Credit is to be issued, and the
Person for whose benefit the requested Facility Letter of Credit is to be
issued. The Agent shall give notice to each applicable Revolving Credit Lender
of the issuance of each Facility Letter of Credit reasonably promptly after such
Facility Letter of Credit is issued. At the time such request is made, the
requesting Borrower shall also provide the applicable Issuer with all
information necessary for the issuance of the Facility Letter of Credit it is
requesting. Such notice, to be effective, must be received by such Issuer not
later than 2:00 p.m. (local time) or the time agreed upon by such Issuer and
such Borrower on the last Business Day on which notice can be given under this
Section 2.15.3.

         (b)      Subject to the terms and conditions of this Section 2.15.3 and
provided that the applicable conditions set forth in Sections 4.1 and 4.2 hereof
have been satisfied, the Issuer shall, on the requested date, issue a Facility
Letter of Credit on behalf of the applicable Borrower in accordance with such
Issuer's usual and customary business practices.

         (c)      The Issuers shall not extend or amend any Facility Letter of
Credit unless the requirements of this Section 2.15 are met as though a new
Facility Letter of Credit was being requested and issued.

         2.15.4   Reimbursement Obligations. (a) Each Borrower agrees to pay to
the Issuer the amount of all Reimbursement Obligations, interest and other
amounts payable to the Issuer under or in

<PAGE>

connection with any Facility Letter of Credit issued on behalf of such Borrower
immediately when due, irrespective of any claim, set-off, defense or other right
that the Borrower, the Company or any Subsidiary may have at any time against
the Issuer or any other Person, under all circumstances, including without
limitation, any of the following circumstances:

         (i)      any lack of validity or enforceability of this Agreement or
any of the other Loan Documents;

         (ii)     the existence of any claim, setoff, defense or other right
that any Borrower or any Subsidiary may have at any time against a beneficiary
named in a Facility Letter of Credit or any transferee of any Facility Letter of
Credit (or any Person for whom any such transferee may be acting), any Issuer,
any Lender, or any other Person, whether in connection with this Agreement, any
Facility Letter of Credit, the transactions contemplated herein or any unrelated
transactions (including any underlying transactions between any Borrower or any
Subsidiary and the beneficiary named in any Facility Letter of Credit);

         (iii)    any draft, certificate or any other document presented under
the Facility Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate
in any respect;

         (iv)     the surrender or impairment of any security for the
performance or observance of any of the terms of any of the Loan Documents; or

         (v)    the occurrence of any Default or Unmatured Default.

         (b)      The Issuer shall promptly notify the applicable Borrower of
any draw under a Facility Letter of Credit. Such Borrower shall reimburse the
applicable Issuer for drawings under a Facility Letter of Credit issued by it on
behalf of such Borrower promptly after the payment by the Issuer. Any
Reimbursement Obligation with respect to any Facility Letter of Credit shall
bear interest from the date of the relevant drawings under the pertinent
Facility Letter of Credit at (i) in the case of such Obligations denominated in
U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of
such Obligations denominated in an Available Foreign Currency, at the
correlative floating rate of interest customarily applicable to similar
extensions of credit to corporate borrowers denominated in such currency in the
country of issue of such currency, as reasonably determined by the Agent. In
addition to its other rights, the Issuers shall also have all rights for
indemnification and reimbursement as each Lender is entitled under this
Agreement.

         2.15.5   Participation. (a) Immediately upon issuance by an Issuer of
any Facility Letter of Credit in accordance with the procedures set forth in
Section 2.15.3, (i) with respect to each U.S. Facility Letter of Credit, each
Revolving Credit Lender shall be deemed to have irrevocably and unconditionally
purchased and received from such Issuer, without recourse or warranty, an
undivided interest and participation equal to its Pro Rata Share of such U.S.
Facility Letter of Credit (including, without limitation, all obligations of the
applicable Borrower with respect thereto) and any security therefor or guaranty
pertaining thereto and (ii) with respect to each Multicurrency Facility Letter
of Credit, each Euro Lender with respect to the Borrower for the account of
which such Multicurrency Facility Letter of Credit is issued shall be deemed to
have irrevocably and unconditionally purchased and received from such Issuer,
without recourse or warranty, an undivided interest and participation equal to
its Pro Rata Share in such Multicurrency Facility Letter of Credit (including,
without limitation, all obligations of the applicable Borrower with respect
thereto), any security therefor or guaranty pertaining thereto; provided, that a
Letter of Credit issued by an Issuer shall not be deemed to be a Facility Letter
of Credit for

<PAGE>

purposes of this Section 2.15.5 if such Issuer shall have received written
notice from any Revolving Credit Lender on or before one Business Day prior to
the date of its issuance of such Letter of Credit that one or more of the
conditions contained in Sections 4.1 or 4.2 are not then satisfied, and, in the
event an Issuer receives such a notice, it shall have no further obligation to
issue any Letter of Credit until such notice is withdrawn by that Revolving
Credit Lender or such condition has been effectively waived in accordance with
the provisions of this Agreement.

         (b)      In the event that an Issuer makes any payment under any
Facility Letter of Credit and the applicable Borrower shall not have repaid such
amount to the Issuer pursuant to Section 2.15.4, the Issuer shall promptly
notify the Agent and each Revolving Credit Lender participating in such Letter
of Credit of such failure, and each Revolving Credit Lender participating in
such Letter of Credit shall promptly and unconditionally pay to the Agent for
the account of such Issuer the amount of such Lender's Pro Rata Share of the
unreimbursed amount of any such payment in such currency. If any Revolving
Credit Lender participating in such Facility Letter of Credit fails to make
available to such Issuer any amounts due to such Issuer pursuant to this Section
2.15.5(b), such Issuer shall be entitled to recover such amount, together with
interest thereon (i) in the case of amounts denominated in U.S. Dollars, at the
Federal Funds Effective Rate, for the first three Business Days after such
Lender receives such notice and thereafter, at the Floating Rate, or (ii) in the
case of amounts denominated in an Available Foreign Currency, at a local cost of
funds rate for obligations in such currency as determined by the Agent for the
first three Business Days after such Lender receives such notice, and thereafter
at the floating rate of interest correlative to the Floating Rate customarily
applicable to similar extensions of credit to corporate borrowers denominated in
such currency in the country of issue of such currency, as determined by the
Agent, in either case payable (i) on demand, (ii) by setoff against any payments
made to such Issuer for the account of such Lender or (iii) by payment to such
Issuer by the Agent of amounts otherwise payable to such Lender under this
Agreement. The failure of any Revolving Credit Lender to make available to the
Agent its Pro Rata Share of the unreimbursed amount of any such payment shall
not relieve any other Revolving Credit Lender of its obligation hereunder to
make available to the Agent its Pro Rata Share of the unreimbursed amount of any
payment on the date such payment is to be made, but no Revolving Credit Lender
shall be responsible for the failure of any other Revolving Credit Lender to
make available to the Agent its Pro Rata Share of the unreimbursed amount of any
payment on the date such payment is to be made.

         (c)      Whenever the Issuer receives a payment on account of a
Reimbursement Obligation, including any interest thereon, it shall promptly pay
to each Revolving Credit Lender that has funded its participating interest
therein, in like funds as received an amount equal to such Lender's Pro Rata
Share thereof.

         (d)      The obligations of a Revolving Credit Lender to make payments
to the Agent with respect to a Facility Letter of Credit shall be absolute,
unconditional and irrevocable, not subject to any counterclaim, set-off,
qualification or exception whatsoever and shall be made in accordance with the
terms and conditions of this Agreement under all circumstances.

         (e)      In the event any payment by a Borrower received by the Agent
with respect to a Facility Letter of Credit and distributed by the Agent to the
Lenders on account of their participations is thereafter set aside, avoided or
recovered from the Agent in connection with any receivership, liquidation,
reorganization or bankruptcy proceeding, each Revolving Credit Lender that
received such distribution shall, upon demand by the Agent, contribute such
Lender's Pro Rata Share of the amount set aside, avoided or recovered together
with interest at the rate required to be paid by the Agent upon the amount
required to be repaid by it.

<PAGE>

         2.15.6   Compensation for Facility Letters of Credit. The Issuer of a
Facility Letter of Credit shall have the right to receive from the Borrower that
requested issuance of such Facility Letter of Credit, solely for the account of
such Issuer, a fronting fee in an amount equal to 0.10% per annum as well as the
Issuer's reasonable and customary costs of issuing and servicing the Facility
Letters of Credit. In addition, such Borrower shall pay to the Agent for the
account of each Revolving Credit Lender participating in such Facility Letter of
Credit a non-refundable fee at a per annum rate in the amount shown on the
Pricing Schedule on Exhibit A applied to the face amount of the Facility Letter
of Credit, payable quarterly in arrears for the account of all Revolving Credit
Lenders participating in such Facility Letter of Credit (including the Issuers)
ratably from the date such Facility Letter of Credit is issued until its stated
expiry date.

         2.15.7   Letter of Credit Collateral Account. Each Borrower hereby
agrees that it will, until the final expiration date of any Facility Letter of
Credit and thereafter as long as any amount is payable to the Lenders in respect
of any Facility Letter of Credit, maintain a special collateral account (the
"Letter of Credit Collateral Account") at the Agent's office at the address
specified pursuant to Article XIV, in the name of such Borrower but under the
sole dominion and control of the Agent, for the benefit of the Lenders and in
which such Borrower shall have no interest other than as set forth in Section
8.1. The Agent will invest any funds on deposit from time to time in the Letter
of Credit Collateral Account in certificates of deposit of the Agent having a
maturity not exceeding 30 days. Nothing in this Section 2.15.7 shall either
obligate the Agent to require any Borrower to deposit any funds in the Letter of
Credit Collateral Account or limit the right of the Agent to release any funds
held in the Letter of Credit Collateral Account other than as required by
Section 8.1, and the Borrower's obligations to deposit funds in the Letter of
Credit Collateral Account are limited to the circumstances required by Section
8.1.

         2.15.8   Nature of Obligations. (a) As among the Borrowers, the Issuers
and the Revolving Credit Lenders, each Borrower assumes all risks of the acts
and omissions of, or misuse of the Facility Letters of Credit by, the respective
beneficiaries of the Facility Letters of Credit requested by it. In furtherance
and not in limitation of the foregoing, the Issuers and the Revolving Credit
Lenders shall not be responsible for (i) the form, validity, sufficiency,
accuracy, genuineness or legal effect of any document submitted by any party in
connection with the application for and issuance of any Facility Letter of
Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency
of any instrument transferring or assigning or purporting to transfer or assign
a Facility Letter of Credit or the rights or benefits thereunder or proceeds
thereof, in whole or in part, which may prove to be invalid or ineffective for
any reason; (iii) failure of the beneficiary of a Facility Letter of Credit to
comply fully with conditions required in order to draw upon such Facility Letter
of Credit; (iv) errors, omissions, interruptions or delays in transmission or
delivery of any messages, by mail, cable, telegraph, telex or otherwise; (v)
errors in interpretation of technical terms; (vi) misapplication by the
beneficiary of a Facility Letter of Credit of the proceeds of any drawing under
such Facility Letter of Credit; or (vii) any consequences arising from causes
beyond the control of the Issuers or the Revolving Credit Lenders. In addition
to amounts payable as elsewhere provided in this Section 2.15, such Borrower
hereby agrees to protect, indemnify, pay and save the Agent, each Issuer and
each Lender harmless from and against any and all claims, demands, liabilities,
damages, losses, costs, charges and expenses (including reasonable attorneys'
fees) arising from the claims of third parties against the Agent or such Issuer
in respect of any Facility Letter of Credit requested by such Borrower.

         (b)      In furtherance and extension and not in limitation of the
specific provisions hereinabove set forth, any action taken or omitted by the
Issuers or any Revolving Credit Lender under or in connection with the Facility
Letters of Credit or any related certificates, if taken or omitted in good
faith,

<PAGE>

shall not put such Issuer or such Lender under any resulting liability to any
Borrower or relieve any Borrower of any of its obligations hereunder to the
Issuers, the Agent or any Revolving Credit Lender.

         (c)      Notwithstanding anything to the contrary contained in this
Section 2.15.8, a Borrower shall not have any obligation to indemnify the Agent,
any Issuer or any Lender under this Section 2.15 in respect of any liability
incurred by each arising primarily out of the gross negligence or willful
misconduct of such Agent, Issuer or Lender, as determined by a court of
competent jurisdiction, or out of the wrongful dishonor by such Issuer of a
proper demand for payment made under the Facility Letters of Credit issued by
such Issuer as determined by a court of competent jurisdiction, unless such
dishonor was made at the request of such Borrower in writing, or out of the
wrongful honor by such Issuer of a demand for payment made under the Facility
Letters of Credit issued by such Issuer which demand for payment does not comply
with the conditions required in order to draw upon such Facility Letter of
Credit as determined by a court of competent jurisdiction, unless such dishonor
was made at the request of such Borrower in writing.

         Section 2.16.     Swing Loans.

         (a)      Making of Swing Loans. The Swing Lender may elect in its sole
discretion to make Swing Loans to any Borrower solely for the Swing Lender's own
account, from time to time prior to the Facility Termination Date up to an
aggregate principal amount at any one time outstanding not to exceed (i) in the
case of Swing Loans to any Borrower under the U.S. Revolving Credit Commitment,
the lesser of (A) $30,000,000 or the Dollar Equivalent Amount thereof and (B)
the unused amount of the Aggregate U.S. Revolving Credit Commitments ("U.S.
Swing Loans"), and (ii) in the case of Swing Loans to any Borrower under the
Euro Revolving Credit Commitment, the lesser of (A) EUR15,000,000 or the
Equivalent Amount thereof and (B) the unused amount of the Aggregate Euro
Revolving Credit Commitments ("Euro Swing Loans"). The Swing Lender may make
Swing Loans (subject to the conditions precedent set forth in Article IV),
provided that the Swing Lender has received a request in writing or via
telephone from an Authorized Officer of such Borrower for funding of a Swing
Loan no later than such time required by the Swing Lender, on the Business Day
on which such Swing Loan is requested to be made. The Swing Lender shall not
make any Swing Loan in the period commencing one Business Day after the Swing
Lender becomes aware that one or more of the conditions precedent contained in
Section 4.2 are not satisfied and ending upon the satisfaction or waiver of such
condition(s). Swing Loans may be made by the Swing Lender in any freely traded
currency requested by such Borrower and agreed to by the Swing Lender. The Swing
Lender agrees with the Borrowers that all Swing Loans denominated in Australian
Dollars will be funded out of the Swing Lender's Lending Installation in
Australia unless the Swing Lender provides prior notice to the Borrowers, in
which case the Borrower requesting such Loan may withdraw its request for such
Swing Loan. Each outstanding Swing Loan shall be payable on the Business Day
following demand therefor, with interest at such rate as the Swing Lender and
such Borrower shall agree, and shall be subject to all the terms and conditions
applicable to Loans, except that all interest thereon shall be payable to the
Swing Lender solely for its own account. Notwithstanding provisions to the
contrary in this Agreement, each U.S. Lender acknowledges and agrees that U.S.
Swing Loans may be made under the U.S. Revolving Credit Commitment to Foreign
Subsidiary Borrowers, each Euro Lender acknowledges and agrees that Euro Swing
Loans may be made under the Euro Revolving Credit Commitment to the Company and
Domestic Subsidiary Borrowers and each Borrower acknowledges and agrees that the
availability under Section 2.1.1 and 2.1.2 may also be blocked by the Agent in
an amount equal to the approximate anticipated Swing Loan usage reasonably
determined by the Agent with the consent of the Company.

         (b)      Swing Loan Borrowing Requests. Each Borrower agrees to deliver
promptly to the Swing Lender a written confirmation of each telephonic notice
for Swing Loans signed by an Authorized Officer. If the written confirmation
differs in any material respect from the action taken by the Swing Lender, the

<PAGE>

records of the Swing Lender shall govern, absent manifest error.

         (c)      Repayment of Swing Loans. At any time after making a Swing
Loan, the Swing Lender may request the recipient Borrower to, and upon request
by the Swing Lender the recipient Borrower shall, promptly request an Advance
from all U.S. Revolving Credit Lenders, with respect to any U.S. Swing Loan, and
all Euro Revolving Credit Lenders, with respect to any Euro Swing Loan, and
apply the proceeds of such Advance to the repayment of such Swing Loan not later
than the Business Day following the Swing Lender's request. Notwithstanding the
foregoing, upon the earlier to occur of (a) three Business Days after demand is
made by the Swing Lender, and (b) the Facility Termination Date, the Borrower
agrees that each U.S. Swing Loan outstanding in any currency other than Dollars
shall be immediately and automatically converted to and redenominated in Dollars
equal to the Dollar Equivalent Amount of each such U.S. Swing Loan determined as
of the date of such conversion and each Euro Swing Loan outstanding in any
currency other than Euros shall be immediately and automatically converted to
and redenominated in Euros equal to the Euro Equivalent Amount of each such Euro
Swing Loan determined as of the date of such conversion, and each U.S. Revolving
Credit Lender, in the case of any U.S. Swing Loan, and each Euro Revolving
Credit Lender, in the case of any Euro Swing Loan (other than, in each case, the
Swing Lender), shall irrevocably and unconditionally purchase from the Swing
Lender, without recourse or warranty, an undivided interest and participation in
such Swing Loan in an amount equal to such Lender's Pro Rata Share of the Swing
Loan and promptly pay such amount to such Swing Lender in immediately available
funds (or, in the case of participations in Swing Loans denominated in an
Available Foreign Currency, same day funds). Such payment shall be made by the
other Lenders whether or not a Default is then continuing or any other condition
precedent set forth in Section 4.2 is then met and whether or not such Borrower
has then requested an Advance in such amount. If any Lender fails to make
available to such requesting Swing Lender any amounts due to the Swing Lender
from such Lender pursuant to this Section, the Swing Lender shall be entitled to
recover such amount, together with interest thereon at the Federal Funds
Effective Rate or such other local cost of funds rate determined by the Swing
Lender with respect to any Swing Loan denominated in any Available Foreign
Currency for the first three Business Days after such Lender receives notice of
such required purchase and thereafter, at the rate applicable to such Loan,
payable (i) on demand, (ii) by setoff against any payments made to the Swing
Lender for the account of such Lender or (iii) by payment to the Swing Lender by
the Agent of amounts otherwise payable to such Lender under this Agreement. The
failure of any Lender to make available to such Swing Lender its Pro Rata Share
of any unpaid Swing Loan shall not relieve any other Lender of its obligation
hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid
Swing Loan on the date such payment is to be made, but no Lender shall be
responsible for the failure of any other Lender to make available to the Swing
Lender its Pro Rata Share of any unpaid Swing Loan.

         2.17     Application of Payments with Respect to Defaulting Lenders. No
payments of principal, interest or fees delivered to the Agent for the account
of any Defaulting Lender shall be delivered by the Agent to such Defaulting
Lender. Instead, such payments shall, for so long as such Defaulting Lender
shall be a Defaulting Lender, be held by the Agent, and the Agent is hereby
authorized and directed by all parties hereto to hold such funds in escrow and
apply such funds as follows:

         (i)      First, if applicable to any payments due to an Issuer pursuant
to Section 2.15.5 or the Agent under Section 2.16; and

         (ii)     Second, to Loans required to be made by such Defaulting Lender
on any Borrowing Date to the extent such Defaulting Lender fails to make such
Loans.

Notwithstanding the foregoing, upon the termination of the Commitments and the
payment and performance of all of the Obligations (other than those owing to a
Defaulting Lender), any funds then

<PAGE>

held in escrow by the Agent pursuant to the preceding sentence shall be
distributed to each Defaulting Lender, pro rata in proportion to amounts that
would be due to each Defaulting Lender but for the fact that it is a Defaulting
Lender.

         2.18     Guaranties. The Company shall execute and deliver, or cause to
be executed and delivered, to the Lenders and the Agent from time to time
Guaranties of certain present and future Domestic Subsidiaries such that, at all
times, all Domestic Subsidiaries which are not Guarantors do not, if considered
in the aggregate as a single Subsidiary, constitute a Significant Subsidiary.
For purposes of making the determination required under the preceding sentence,
it is acknowledged that, as provided in Rule 1-02 of Regulation S-X as currently
in effect promulgated by the Securities and Exchange Commission, the investment
in and advances to, and share of total assets and income of, any Domestic
Subsidiary shall be determined based on the investment in and advances to, and
share of total assets and income of, such Domestic Subsidiary and its
Subsidiaries on a consolidated basis. In connection with the delivery of any
such Guaranties, Company shall provide such other documentation to the Agent,
including, without limitation, one or more opinions of counsel satisfactory to
the Agent, corporate documents and resolutions, which in the reasonable opinion
of the Agent is necessary or advisable in connection therewith. Notwithstanding
anything herein to the contrary, Securitization Entities shall not be required
to be Guarantors.

         2.19     Amendment and Restatement. This Agreement amends and restates
the Existing Loan Agreement as of the Effective Date. All Obligations (as
defined in the Existing Loan Agreement) outstanding under the Existing Loan
Agreement shall constitute Obligations under this Agreement. The Obligations and
other liabilities pursuant hereto are issued in exchange and replacement for the
Obligations (as defined in the Existing Loan Agreement) and other liabilities
under the Existing Loan Agreement, shall not be a novation or satisfaction
thereof and shall be entitled to the same guaranties and collateral with the
same priority. The Lenders acknowledge and agree that such transfer of rights
and interest under the Loan Documents shall take place among the Lenders as of
the Effective Date to give effect to Commitments set forth herein.

                                   ARTICLE III

                         CHANGE IN CIRCUMSTANCES, TAXES

         3.1      Yield Protection. If after the date hereof any law or any
governmental or quasi-governmental rule, regulation, policy, guideline or
directive (whether or not having the force of law), or any change or
modification thereof, or any interpretation thereof, or the compliance of any
Lender therewith,

                  (a)      subjects any Lender or any applicable Lending
                           Installation to any tax, duty, charge or withholding
                           on or from payments due from any Borrower or changes
                           the basis of taxation of payments to any Lender in
                           respect of its Loans or other amounts due it
                           hereunder (excluding income taxes and franchise taxes
                           (imposed in lieu of income taxes) imposed on the
                           Agent or any Lender as a result of a present or
                           former connection between the Agent or such Lender
                           and the jurisdiction of the Governmental Authority
                           imposing such tax or any political subdivision or
                           taxing authority thereof or therein, other than any
                           such connection arising solely from the Agent or such
                           Lender having executed, delivered or performed its
                           obligations or received a payment under, or enforced,
                           this Agreement or any other Loan Document), or

<PAGE>

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

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

then, within 15 days of demand by such Lender, the affected Borrower shall pay
such Lender that portion of such increased expense incurred or reduction in an
amount received that such Lender reasonably determines is attributable to
making, funding and maintaining its Loans or its Commitments.

         3.2      Changes in Capital Adequacy Regulations. If a Lender
reasonably determines that the amount of capital required or expected to be
maintained by such Lender, any Lending Installation of such Lender or any
corporation controlling such Lender is increased as a result of a Change, then,
within 15 days of demand by such Lender, the Company shall pay such Lender the
amount necessary to compensate for any shortfall in the rate of return on the
portion of such increased capital that such Lender reasonably determines is
attributable to this Agreement, its Loans or its obligation to make Loans
hereunder (after taking into account such Lender's policies as to capital
adequacy). "Change" means (a) any change after the date of this Agreement in the
Risk-Based Capital Guidelines or (b) any adoption of or change in any other law,
governmental or quasi-governmental rule, regulation, policy, guideline,
interpretation, or directive (whether or not having the force of law) after the
date of this Agreement that affects the amount of capital required or expected
to be maintained by any Lender or any Lending Installation or any corporation
controlling any Lender. "Risk-Based Capital Guidelines" means (i) the risk-based
capital guidelines in effect in the United States on the date of this Agreement,
including transition rules, and (ii) the corresponding capital regulations
promulgated by regulatory authorities outside the United States implementing the
July 1988 report of the Basle Committee on Banking Regulation and Supervisory
Practices Entitled "International Convergence of Capital Measurements and
Capital Standards," including transition rules, and any amendments to such
regulations adopted prior to the date of this Agreement.

         3.3      Availability of Types of Advances. If any Lender reasonably
determines that maintenance of its Eurodollar Loans or Multicurrency Loans at a
suitable Lending Installation would violate any applicable law, rule,
regulation, or directive, whether or not having the force of law, or if the
Required U.S. Lenders with respect to Eurodollar Loans or the Required Euro
Revolving Credit Lenders with respect to any Multicurrency Loan to any Foreign
Subsidiary Borrower determine that (i) deposits of a currency, type and maturity
appropriate to match fund Eurodollar or Eurocurrency Loans are not available or
(ii) the interest rate applicable to a Eurocurrency Loan or Eurodollar Loan does
not accurately reflect the cost of making or maintaining such Loans, then the
Agent shall suspend the availability of the affected Type of Loans and require
any Loans of the affected Type to be repaid at the end of the Interest Period
for the affected Loan. Notwithstanding the satisfaction of all conditions
referred to in Article II and Article IV with respect to any Advance in any
Agreed Currency other than Dollars, if there shall occur on or prior to the date
of such Advance any change in national or

<PAGE>

international financial, political or economic conditions or currency exchange
rates or exchange controls which would in the reasonable opinion of the Agent or
the Required Lenders make it impracticable for the Eurocurrency Loans comprising
such Advance to be denominated in the Agreed Currency specified by a Borrower,
then the Agent shall forthwith give notice thereof to such Borrower and the
Lenders, and such Loans shall not be made.

         3.4      Funding Indemnification. If any payment of a Fixed Rate
Advance occurs on a date that is not the last day of the applicable Interest
Period, whether because of acceleration, prepayment or otherwise, or a Fixed
Rate Advance is not made on the date specified by a Borrower for any reason
other than default by the Lenders, such Borrower will indemnify each Lender for
any reasonable loss or reasonable cost incurred by it resulting therefrom,
including, without limitation, any reasonable loss or reasonable cost in
liquidating or employing deposits acquired to fund or maintain the Fixed Rate
Advance, but excluding the loss of the Applicable Margin.

         3.5      Lender Statements; Survival of Indemnity. To the extent
reasonably possible, each Lender shall designate an alternate Lending
Installation with respect to its Eurodollar Rate Loans and Multicurrency Rate
Loans to reduce any liability of a Borrower to such Lender under Sections 3.1
and 3.2 or to avoid the unavailability of a Type of Advance under Section 3.3,
so long as such designation is not disadvantageous to such Lender in any
material respect. Each Lender shall deliver a written statement of such Lender
to the applicable Borrower (with a copy to the Agent) as to the amount due, if
any, under Section 3.1, 3.2 or 3.4. Such written statement shall set forth in
reasonable detail the calculations upon which such Lender determined such amount
and shall state that amounts determined in accordance with such procedures are
being charged by such Lender to other borrowers with credit facilities similar
to this Agreement and credit characteristics comparable to the Company as
determined by such Lender and shall be final, conclusive and binding on the
Borrowers in the absence of manifest error. Determination of amounts payable
under such sections in connection with a Eurodollar Rate Loans and Multicurrency
Rate Loans shall be calculated as though each Lender funded such Loans through
the purchase of a deposit of the type and maturity corresponding to the deposit
used as a reference in determining the interest rate applicable to such Loan,
whether in fact that is the case or not. Unless otherwise provided herein, the
amount specified in the written statement of any Lender shall be payable on
demand after receipt by the applicable Borrower of such written statement. The
obligations of the Borrowers under Sections 3.1, 3.2, 3.4 and 3.6 shall survive
payment of the Obligations and termination of this Agreement. The Borrowers
shall have no obligation to compensate any Lender with respect to amounts
provided in Sections 3.1, 3.2, 3.4 or 3.6 with respect to any period prior to
the date which is 120 days prior to the date such Lender delivers its written
statement hereunder requesting compensation.

         3.6      Taxes.

         3.6.1    All payments of principal and interest made by the Borrowers
under this Agreement and any Note, if any, and all Reimbursement Obligations
with respect to Facility Letters of Credit shall be made free and clear of, and
without deduction or withholding for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions
or withholdings, now or hereafter imposed, levied, collected, withheld or
assessed by any Governmental Authority, excluding income taxes and franchise
taxes (imposed in lieu of income taxes) imposed on the Agent or any Lender as a
result of a present or former connection between the Agent or such Lender and
the jurisdiction of the Governmental Authority imposing such tax or any
political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Agent or such Lender having executed,
delivered or performed its obligations or received a payment under, or enforced,
this Agreement or any

<PAGE>

other Loan Document). If any such non-excluded taxes, levies, imposts, duties,
charges, fees, deductions or withholdings ("Non-Excluded Taxes") are required to
be withheld from any amounts payable to the Agent, any Issuer or any Lender
hereunder or under any Note or Facility Letter of Credit, the amounts so payable
to the Agent, such Issuer or such Lender shall be increased to the extent
necessary to yield to the Agent or such Lender (after payment of all
Non-Excluded Taxes) interest or any such other amounts payable hereunder at the
rates and in the amounts specified in this Agreement provided, however, that (i)
with respect to any Loan or Facility Letter of Credit in U.S. Dollars to the
Company, the Company shall not be required to increase any such amounts payable
to any Lender that is not organized under the laws of the United States of
America or a state thereof if such Lender fails to comply with the requirements
of Section 3.6.2, (ii) with respect to any Loan or Facility Letter of Credit in
any Available Foreign Currency, a Borrower shall not be required to increase any
such amounts payable to any Lender if such Lender fails to comply with the
requirements of Section 3.6.3 and (iii) with respect to any Multicurrency Loan
or any Multicurrency Facility Letter of Credit, the Foreign Subsidiary Borrower
shall not be required to increase any such amounts payable to any Lender or the
Agent to the extent such Lender could avoid the payment of such amount by
changing its Lending Installation, provided that any such change in any Lending
Installation shall not be required if such Lender cannot change its Lending
Installation for any reason or such Lender has determined that it is
disadvantageous to it to do so. Whenever any Non-Excluded Taxes are payable by a
Borrower, as promptly as possible thereafter such Borrower shall send to the
Agent for its own account or for the account of such Lender, as the case may be,
a certified copy of an original official receipt received by such Borrower
showing payment thereof. If a Borrower fails to pay any Non-Excluded Taxes when
due to the appropriate taxing authority or fails to remit to the Agent the
required receipts or other required documentary evidence, such Borrower shall
indemnify the Agent and the Lenders for any incremental taxes, interest or
penalties that may become payable by the Agent or any Lender as a result of any
such failure. The agreements in this Section shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

         3.6.2    Each U.S. Lender that is not incorporated under the laws of
the United States of America or a state thereof shall:

                  (a)      at least five Business Days before the date of the
         initial payment to be made by the Company under this Agreement to such
         Lender, deliver to the Company and the Agent (A) two duly completed
         copies of United States Internal Revenue Service Form 1001 or 4224, or
         successor applicable form, as the case may be, certifying that it is
         entitled to receive payments under this Agreement without deduction or
         withholding of any United States federal income taxes and (B) an
         Internal Revenue Service Form W-8 or W-9, or successor applicable form,
         as the case may be, certifying that it is entitled to an exemption from
         United States backup withholding tax;

                  (b)      deliver to the Company and the Agent two further
         copies of any such form or certification at least five Business Days
         before the date that any such form or certification expires or becomes
         obsolete and after the occurrence of any event requiring a change in
         the most recent form previously delivered by it to the Agent and the
         Company;

                  (c)      obtain such extensions of time for filing and
         complete such forms or certifications as may reasonably be requested by
         the Company or the Agent; and

                  (d)      file amendments to such forms as and when required;
         and each Lender (or Transferee) that is incorporated or organized under
         the laws of the United States of America or a State thereof shall
         provide two properly completed and duly executed copies of Form W-9, or

<PAGE>

         successor applicable form, at the times specified for delivery of forms
         under this Section 3.6.2 unless an event (including, without
         limitation, any change in treaty, law or regulation) has occurred after
         the date such Person becomes a Lender hereunder which renders all such
         forms inapplicable or which would prevent such Lender from duly
         completing and delivering any such form with respect to it and such
         Lender so advises the Company and the Agent; provided, however, that
         the Company may rely upon such forms provided to the Company for all
         periods prior to the occurrence of such event. Each Person that shall
         become a U.S. Lender or a Participant pursuant to Section 13.2 shall,
         upon the effectiveness of the related transfer, be required to provide
         all of the forms, certifications and statements required pursuant to
         this Section, provided that in the case of such Participant, the
         obligations of such Participant pursuant to this Section 3.6.2 shall be
         determined as if such Participant were a Lender, except that such
         Participant shall furnish all such required forms, certifications and
         statements to the Lender from which the related participation shall
         have been purchased.

         3.6.3    Each Euro Lender that is not incorporated or organized under
the laws of the jurisdiction (a) under the laws of which a Foreign Subsidiary
Borrower is incorporated or organized, or (b) in which such Foreign Subsidiary
Borrower is located, and, in either case, is a Lender to such Foreign Subsidiary
Borrower shall, upon request by such Foreign Subsidiary Borrower, within a
reasonable period of time after such request, deliver to such Foreign Subsidiary
Borrower or the applicable governmental or taxing authority, as the case may be,
any form or certificate required in order that any payment by such Foreign
Subsidiary Borrower under this Agreement or any Notes to such Lender may be made
free and clear of, and without deduction or withholding for or on account of any
Non-Excluded Tax (or to allow any such deduction or withholding to be at a
reduced rate) imposed on such payment under the laws of the jurisdiction under
which such Foreign Subsidiary Borrower is incorporated or organized, provided
that such Lender is legally entitled to complete, execute and deliver such form
or certificate and such completion, execution or submission would not prejudice
the legal position of such Lender.

         3.6.4    Each Lender agrees to use reasonable efforts to avoid or to
minimize any amounts that might otherwise be payable pursuant to this Section
3.6, provided that such effort shall not impose on any such Lender any
additional costs or legal or regulatory burdens deemed by such Lender in its
reasonable judgment to be material. In the event that any Lender determines that
any event or circumstance that will lead to a claim by it under this Section 3.6
has occurred or will occur, such Lender will use its best efforts to so notify
the Company in writing, provided that any failure to provide such notice shall
in no way impair the rights of any Lender to demand and receive compensation
under this Section 3.6.

         3.7      Substitution of Lender. If (a) the obligation of any Lender to
make or maintain Fixed Rate Loans has been suspended pursuant to Section 3.3,
except when all Lenders' obligations to make or maintain Fixed Rate Loans have
been suspended other than by reason of such Lender's obligation to make or
maintain Fixed Rate Loans being suspended, (b) any Lender has demanded
compensation under Sections 3.1, 3.2 or 3.6 when all Lenders have not done so,
(c) any Lender is a Defaulting Lender or (d) in connection with a request by any
Borrower to obtain the consent of the Lenders to a waiver, amendment or
modification of any provision of this Agreement or any other Loan Document that
requires the consent of all Lenders, any Lender having not more than 10% of the
sum of the Aggregate Total Outstandings of all Lenders at such time has declined
to agree to such request when the Required Lenders have agreed to such request,
the Company shall have the right, if no Default then exists, to replace such
Lender (a "Replaced Lender") with one or more other lenders (collectively, the
"Replacement Lender") acceptable to the Agent, provided that (i) at the time of
any replacement pursuant to this Section 3.7, the Replacement Lender shall enter
into one or more Assignments pursuant to which the Replacement Lender shall
acquire the Commitments and outstanding Loans and other obligations of the
Replaced Lender and, in connection therewith, shall pay to the Replaced Lender
in respect thereof an

<PAGE>

amount equal to the sum of (A) the amount of principal of, and all accrued
interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all
accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and
(C) the amount that would be payable by the Borrowers to the Replaced Lender
pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such
replacement all of the Loans of such Replaced Lender outstanding at such time
and (ii) all obligations of the Borrowers then owing to the Replaced Lender
(other than those specifically described in clause (i) above in respect of which
the assignment purchase price has been, or is concurrently being, paid) shall be
paid in full to such Replaced Lender concurrently with such replacement. Upon
the execution of the respective Assignments, the payment of amounts referred to
in clauses (i) and (ii) above and, if so requested by the Replacement Lender,
delivery to the Replacement Lender of the appropriate Note or Notes executed by
the appropriate Borrower, the Replacement Lender shall become a Lender hereunder
and the Replaced Lender shall cease to constitute a Lender hereunder. The
provisions of this Agreement (including without limitation Sections 3.4 and
10.7) shall continue to govern the rights and obligations of a Replaced Lender
with respect to any Loans made or any other actions taken by such lender while
it was a Lender. Nothing herein shall release any Defaulting Lender from any
obligation it may have to any Borrower, the Agent, Issuer or any other Lender.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         4.1      Closing Conditions. On the date hereof, the Borrowers shall
furnish, or shall cause to be furnished, to the Agent, each of the following:

                  (a)      Copies of the articles of incorporation or similar
                           organizational documents of each Borrower and
                           Guarantor, together with all amendments thereto, or a
                           certification by an Authorized Officer that the
                           articles of incorporation or similar organizational
                           documents delivered in connection with the Existing
                           Loan Agreement are complete and accurate, and a
                           certificate of good standing or similar governmental
                           evidence of corporate existence, certified by the
                           Secretary or an Assistant Secretary of such Borrower
                           or Guarantor, as the case may be.

                  (b)      Copies of the by-laws, or a certification by an
                           Authorized Officer that the by-laws delivered in
                           connection with the Existing Loan Agreement are
                           complete and accurate, and Board of Directors'
                           resolutions (and resolutions of other bodies, if any
                           are deemed necessary by counsel for any Lender) of
                           each Borrower and Guarantor authorizing the execution
                           of the Loan Documents, certified by the Secretary or
                           an Assistant Secretary or other duly authorized
                           representative of such Borrower or Guarantor, as the
                           case may be.

                  (c)      An incumbency certificate of each Borrower and
                           Guarantor, which shall identify by name and title and
                           bear the signature of the officers of such Borrower
                           or such Guarantor authorized to sign the applicable
                           Loan Documents and to make borrowings hereunder, or a
                           certification by an Authorized Officer that the
                           incumbency certificates delivered in connection with
                           the Existing Loan Agreement are complete and
                           accurate, upon which certificate the Agent and the
                           Lenders shall be entitled to rely until informed of
                           any change in writing by such Borrower or such
                           Guarantor.

<PAGE>

                  (d)      A Compliance Certificate, signed by any Designated
                           Financial Officer of each Borrower.

                  (e)      A written opinion of the Borrowers' and Guarantors'
                           counsel, addressed to the Agent and Lenders, in
                           substantially the form of Exhibit G hereto.

                  (f)      Written money transfer instructions, as described on
                           Exhibit H hereto, addressed to the Agent and signed
                           by two Authorized Officers, together with such other
                           related money transfer authorizations as the Agent
                           may have reasonably requested.

                  (g)      The Guaranty executed by all of the Guarantors.

                  (h)      Payment of all fees owing to the Agent or any Lender
                           by the Borrowers and the Guarantors as of the
                           Effective Date.

                  (i)      Evidence reasonably satisfactory to the Agent that,
                           since December 31, 2002, there has been no change in
                           the business, property, condition (financial or
                           otherwise) or results of operations of the Company
                           and its Subsidiaries which could reasonably be
                           expected to have a Material Adverse Effect.

                  (j)      Such other agreements and documents, and the
                           satisfaction of such other conditions, as may be
                           reasonably required by the Agent, including without
                           limitation a subrogation and contribution agreement
                           executed by the Borrowers and the Guarantors and such
                           funding instructions as may be required by the Agent.

         4.2      Each Advance. The Lenders shall not be required to make any
Loans nor shall any Issuer be required to issue any Letter of Credit, unless on
the applicable Borrowing Date, both before and after giving effect on a pro
forma basis to such Loan or Letter of Credit:

                  (a)      There exists no Default or Unmatured Default.

                  (b)      The representations and warranties contained in
Article V are true and correct as of such Borrowing Date except (i) to the
extent any such representation or warranty is stated to relate solely to an
earlier date, in which case such representation or warranty shall be true and
correct on and as of such earlier date and (ii) the representations contained in
Section 5.5 shall be limited (as determined by the Agent) with respect to any
Loans or Letters of Credit made after the initial Loans and Letters of Credit
hereunder if the credit facilities hereunder are used for commercial paper
backup to the extent required by the relevant rating agencies with respect to
such commercial paper.

                  (c)      All legal matters incident to the making of such
Loans or the issuance of such Facility Letter of Credit shall be satisfactory to
the Agent and its counsel.

                  (d)      If such Loan is an initial Loan to a Subsidiary
Borrower, the Agent shall have received a Foreign Subsidiary Opinion or Domestic
Subsidiary Opinion, as the case may be, in respect of such Subsidiary Borrower
and such other documents reasonably requested by the Agent.

<PAGE>

         Each Borrowing notice with respect to each borrowing by a Borrower
hereunder or each request for an issuance of a Facility Letter of Credit shall
constitute a representation and warranty by the Company and such Borrower that
the conditions contained in Sections 4.2(a), (b) and (c) have been satisfied.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         Each of the Company and the Subsidiary Borrowers (insofar as the
representations and warranties set forth below relate to such Subsidiary
Borrower) represents and warrants to the Lenders that:

         5.1      Corporate Existence and Standing. Each Borrower and Guarantor
is a corporation, partnership, limited liability company or other organization,
duly organized and validly existing under the laws of its jurisdiction of
organization and has all requisite corporate, partnership, company or similar
authority to conduct its business as presently conducted.

         5.2      Authorization and Validity. Each Borrower has the corporate or
other power and authority and legal right to execute and deliver the Loan
Documents and to perform its obligations thereunder. The execution and delivery
by each of the Borrowers of the Loan Documents and the performance of their
obligations thereunder have been duly authorized by proper corporate
proceedings, and the Loan Documents to which they are a party constitute legal,
valid and binding obligations of the Borrowers enforceable against the Borrowers
in accordance with their terms, except as enforceability may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally and by general principles of equity.

         5.3      No Conflict; Government Consent. Neither the execution and
delivery by the Borrowers of the Loan Documents, nor the consummation of the
transactions therein contemplated, nor compliance with the provisions thereof
will violate any law, rule, regulation, order, writ, judgment, injunction,
decree or award binding on the Company or any of its Subsidiaries or the
Company's or any Subsidiary's constitutive documents or the provisions of any
indenture, instrument or agreement to which the Company or any of its
Subsidiaries is a party or is subject, or by which it, or its Property, is
bound, or conflict with or constitute a default thereunder, or result in the
creation or imposition of any Lien (other than any Lien permitted by Section
6.12) in, of or on the Property of the Company or a Subsidiary pursuant to the
terms of any such indenture, instrument or agreement. Other than those that have
been obtained, no order, consent, approval, license, authorization, or
validation of, or filing, recording or registration with, or exemption by, or
other action in respect of any governmental or public body or authority, or any
subdivision thereof, is required to authorize, or is required in connection with
the execution, delivery and performance of, or the legality, validity, binding
effect or enforceability of, any of the Loan Documents.

         5.4      Financial Statements. All financial statements of the Company
and its Subsidiaries heretofore delivered to the Lenders were prepared in
accordance with generally accepted accounting principles in effect on the date
such statements were prepared and fairly present in all material respects the
consolidated financial condition and operations of the Company and its
Subsidiaries.

         5.5      Material Adverse Change. Since December 31, 2002 or, after the
first financial statements are delivered under Sections 6.1(i) or (ii), since
the date of the financial statements most recently delivered under Section
6.1(i) or (ii), there has been no change in the business, Property,

<PAGE>

prospects, condition (financial or otherwise) or results of operations of the
Company and its Subsidiaries which could reasonably be expected to have a
Material Adverse Effect.

         5.6      Taxes. The Company and its Subsidiaries have filed all United
States federal tax returns and all other material tax returns that are required
to be filed by any Governmental Authority and have paid all taxes shown as due
pursuant to said returns or pursuant to any assessment received by the Company
or any of its Subsidiaries by any Governmental Authority, except such taxes, if
any, as are being contested in good faith and as to which adequate reserves have
been provided in accordance with Agreement Accounting Principles and as to which
no Lien (other than as permitted by Section 6.12) exists. No tax liens have been
filed and no claims are being asserted with respect to any such taxes, other
than as permitted by Section 6.12. The charges, accruals and reserves on the
books of the Company and its Subsidiaries in respect of any taxes or other
governmental charges are adequate.

         5.7      Litigation and Contingent Obligations. Except as set forth on
Schedule 5.7 hereto, there is no litigation, arbitration or proceeding pending
or, to the knowledge of any of the Company's executive officers, any
governmental investigation or inquiry pending or any litigation, arbitration,
governmental investigation, proceeding or inquiry threatened against or
affecting the Company or any of its Subsidiaries that could reasonably be
expected to have a Material Adverse Effect or which seeks to prevent, enjoin or
delay the making of the Loans or Advances. Other than any liability incident to
such litigation, arbitration or proceedings listed on Schedule 5.7, the Company
and its Subsidiaries have no material Contingent Obligations not provided for or
disclosed in the financial statements referred to in Section 5.4.

         5.8      Subsidiaries. Schedule 5.8 hereto contains an accurate list of
all Subsidiaries of the Company as of the date of this Agreement, setting forth
their respective jurisdictions of incorporation or organization and the
percentage of their respective Capital Stock owned by the Company or other
Subsidiaries. All of the issued and outstanding shares of Capital Stock of such
Subsidiaries held by the Company have been duly authorized and issued and are
fully paid and non-assessable.

         5.9      ERISA. Each member of the Controlled Group has fulfilled its
material obligations under the minimum funding standards of ERISA and the Code
with respect to each Single Employer Plan. Each member of the Controlled Group
is in material compliance with the applicable provisions of ERISA and the Code
with respect to each Plan except where such non compliance would not have a
Material Adverse Effect. Each Single Employer Plan complies in all material
respects with all applicable requirements of law and regulations, no Reportable
Event which has or may result in any material liability has occurred with
respect to any Single Employer Plan, and no steps have been taken to reorganize
or terminate any Single Employer Plan. No member of the Controlled Group has (i)
sought a waiver of the minimum funding standard under Section 412 of the Code in
respect of any Plan, (ii) failed to make any contribution or payment to any
Single Employer Plan or Multiemployer Plan, or made any amendment to any Plan,
which has resulted or could result in the imposition of a Lien or the posting of
a bond or other security under ERISA or the Code or (iii) incurred any material,
actual liability under Title IV of ERISA other than a liability to the PBGC for
premiums under Section 4007 of ERISA or a liability that has been satisfied.

         5.10     Accuracy of Information. No information, exhibit or report
furnished by the Company or any of its Subsidiaries in writing to the Agent or
to any Lender in connection with the negotiation of the Loan Documents contained
any material misstatement of fact or omitted to state a material fact or any
fact necessary to make the statements contained therein not misleading in light
of the circumstances in which made, as of the date thereof; provided, however,
that with respect to projected financial
<PAGE>

information, the Company represents only that such information has been prepared
in good faith based on assumptions believed by the Company to be reasonable.

         5.11     Regulations T, U and X. Neither the Company nor any of its
Subsidiaries extends or maintains, in the ordinary course of business, credit
for the purpose, whether immediate, incidental, or ultimate, of buying or
carrying Margin Stock, and no part of the proceeds of any Advance will be used
for the purpose, whether immediate, incidental, or ultimate, of buying or
carrying any such Margin Stock or maintaining or extending credit to others for
such purpose in any way that would violate Regulation T, U or X. After applying
the proceeds of each Advance, Margin Stock will not constitute more than 25% of
the value of the assets (either of the Company alone or of the Company and its
Subsidiaries on a consolidated basis) that are subject to any provisions of any
Loan Document that may cause the Advances to be deemed secured, directly or
indirectly, by Margin Stock. The Company and its Subsidiaries are in compliance
with Section 6.2.

         5.12     Material Agreements. Neither the Company nor any Subsidiary is
a party to any agreement or instrument or subject to any charter or other
corporate restriction which could reasonably be expected to have a Material
Adverse Effect. Neither the Company nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any agreement to which it is a party (including any
agreement or instrument evidencing or governing Indebtedness), which default
could reasonably be expected to have a Material Adverse Effect.

         5.13     Compliance With Laws; Properties. The Company and its
Subsidiaries have complied with all applicable statutes, rules, regulations,
orders and restrictions of any domestic or foreign government or any
instrumentality or agency thereof, having jurisdiction over the conduct of their
respective businesses or the ownership of their respective Property, failure to
comply with which could reasonably be expected to have a Material Adverse
Effect.

         5.14     Plan Assets; Prohibited Transactions. The Company and its
Subsidiaries have not engaged in any non-exempt prohibited transaction within
the meaning of Section 406 of ERISA or Section 4975 of the Code which could
result in any material liability; and neither the execution of this Agreement
nor the making of Loans (assuming the accuracy of the following representations
and warranties which the Lenders hereby make for the benefit of the Borrowers:
(i) that no part of the funds to be used by the Lenders for funding any of the
Loans shall constitute assets of an "employee benefit plan" within the meaning
of ERISA or the assets of a "plan" as defined in Section 4975(e)(1) of the Code
and (ii) that no Lender will transfer its interest herein unless the prospective
transferee makes the representations and warranties set forth in this
parenthetical phrase as if had originally been a party to this agreement)
hereunder will constitute a non-exempt prohibited transaction within the meaning
of Section 406 of ERISA or Section 4975 of the Code.

         5.15     Environmental Matters. In the ordinary course of its business,
the officers of the Company consider the effect of Environmental Laws on the
business of the Company and its Subsidiaries, in the course of which they
identify and evaluate potential risks and liabilities accruing to the Company
and its Subsidiaries due to Environmental Laws. On the basis of this
consideration, the Company has reasonably concluded that the Company and its
Subsidiaries are not in violation of any Environmental Laws in such a fashion
that could reasonably be expected to have a Material Adverse Effect. Neither the
Company nor any Subsidiary has received any written notice to the effect that
its operations are not in material compliance with any of the requirements of
applicable Environmental Laws or, to the knowledge of any Borrower, are the
subject of any federal or state investigation evaluating whether any Remedial
Action is required to be performed by the Company or any of its

<PAGE>

Subsidiaries, which non-compliance or Remedial Action could reasonably be
expected to have a Material Adverse Effect.

         5.16     Investment Company Act. No Borrower is an "investment company"
or a company "controlled" by an "investment company", within the meaning of the
Investment Company Act of 1940, as amended.

         5.17     Public Utility Holding Company Act. No Borrower is a "holding
company" or a "subsidiary company" of a "holding company", or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding company", within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

         5.18     Subsidiary Borrowers. (a) Except as described on Schedule 5.8,
each Subsidiary Borrower is a direct or indirect Wholly Owned Subsidiary of the
Company (excluding director qualifying shares); and

         (b)      Each Subsidiary Borrower will have, upon becoming a party
hereto, all right and authority to enter into this Agreement and each other Loan
Document to which it is a party, and to perform all of its obligations under
this and each other Loan Document to which it is a party; all of the foregoing
actions will have been taken prior to any request for Loans by such Borrower,
duly authorized by all necessary action on the part of such Borrower, and when
such Subsidiary Borrower becomes a party hereto, this Agreement and each other
Loan Document to which it is a party will constitute valid and binding
obligations of such Borrower enforceable in accordance with their respective
terms except as such terms may be limited by the application of bankruptcy,
moratorium, insolvency and similar laws affecting the rights of creditors
generally and by general principles of equity.

         5.19     Insurance. The Company and its Subsidiaries maintain insurance
with financially sound and reputable insurance companies (or self-insurance
programs) on their Property in such amounts (with such customary deductibles,
exclusions and self-insurance) and covering such risks as management of the
Company reasonably considers consistent with sound business practice.

         5.20     Ownership of Properties. On the Effective Date, the Company
and its Subsidiaries will have good title, free of all Liens (other than as
permitted by Section 6.12), to all Property and assets reflected in the
financial statements as owned by it.

         5.21     Labor Controversies. There are no labor controversies pending
or, to the best of the Company's knowledge, threatened against the Company or
any Subsidiary, that could reasonably be expected to have a Material Adverse
Effect.

         5.22     Burdensome Obligations. The Company does not presently
anticipate that future expenditures needed to meet the provisions of federal or
state statutes, orders, rules or regulations will be so burdensome as to cause a
Material Adverse Effect.

         5.23     Reportable Transaction. The Company does not intend to treat
the Advances and related transactions as being a "reportable transaction"
(within the meaning of Treasury Regulation Section 1.6011-4). In the event the
Company determines to take any action inconsistent with such intention, it will
promptly notify the Agent thereof.

<PAGE>

                                   ARTICLE VI

                                    COVENANTS

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

         6.1      Financial Reporting. The Company will maintain, for itself and
each Subsidiary, a system of accounting established and administered in
accordance with Agreement Accounting Principles, and furnish to the Lenders:

                  (i)      Within 90 days after the close of each of its fiscal
years, an unqualified (except for qualifications relating to changes in
accounting principles or practices reflecting changes in Agreement Accounting
Principles and required or approved by the Company's independent certified
public accountants) audit report certified by independent certified public
accountants reasonably acceptable to the Agent, prepared in accordance with
Agreement Accounting Principles on a consolidated basis for itself and its
Subsidiaries, including balance sheets as of the end of such period, related
profit and loss statements, and a statement of cash flows, accompanied by a
certificate of said accountants that, in the course of their examination
necessary for their certification of the foregoing, they have obtained no
knowledge of any Default or Unmatured Default, or if, in the opinion of such
accountants, any Default or Unmatured Default shall exist, stating the nature
and status thereof.

                  (ii)     Within 45 days after the close of each of the first
three quarterly periods of each fiscal year, for itself and its Subsidiaries,
consolidated unaudited balance sheets as at the close of each such period and
consolidated unaudited profit and loss statements and a consolidated unaudited
statement of cash flows for the period from the beginning of such fiscal year to
the end of such quarter, all certified by its Designated Financial Officer.

                  (iii)    Together with the financial statements required under
Sections 6.1(i) and (ii), a compliance certificate in substantially the form of
Exhibit I (a "Compliance Certificate") signed by its Designated Financial
Officer and stating that no Default or Unmatured Default exists, or if any
Default or Unmatured Default exists, stating the nature and status thereof.

                  (iv)     As soon as possible and in any event within 30
Business Days after the Company knows that any Reportable Event has occurred
with respect to any Plan, a statement, signed by the Designated Financial
Officer of the Company, describing said Reportable Event and the action which
the Company proposes to take with respect thereto.

                  (v)      As soon as possible and in any event within 15
Business Days after receipt by the Company, a copy of (a) any written notice or
claim to the effect that the Company or any of its Subsidiaries is or may be
liable to any Person as a result of the Release by the Company, any of its
Subsidiaries, or any other Person of any Hazardous Substances into the
environment, and (b) any written notice alleging any violation of any
Environmental Law by the Company or any of its Subsidiaries, which, in either
case, could reasonably be expected to have a Material Adverse Effect.

                  (vi)     Promptly after the sending or filing thereof, copies
of all reports, proxy statements and financial statements that the Company or
any of its Subsidiaries sends to or files with any of their respective
securities holders or any securities exchange or the Securities Exchange and
Commission or any successor agency thereof pertaining to the Company or any of
its Subsidiaries as the issuer of securities.

<PAGE>

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

         6.2      Use of Proceeds. The Company will, and will cause each
Subsidiary to, use the proceeds of the Advances for general corporate purposes,
including Acquisitions and commercial paper back up. The Company will not, nor
will it permit any Subsidiary to, use any of the proceeds of the Advances to
purchase or carry any Margin Stock in any way in violation of Regulation T, U or
X.

         6.3      Notice of Default. The Company will, and will cause each
Borrower and Subsidiary to, give prompt notice in writing to the Agent of the
occurrence of any Default or Unmatured Default and of any other development,
financial or otherwise, which could reasonably be expected to have a Material
Adverse Effect.

         6.4      Conduct of Business. The Company will, and will cause each
Subsidiary to, carry on and conduct its business in substantially the same
fields of enterprise as it is presently conducted or fields related thereto or
extensions thereof (taking the Company and its Subsidiaries on a consolidated
basis) and do all things necessary to remain duly incorporated or organized,
validly existing and (to the extent such concept applies to such entity) in good
standing as a domestic corporation, partnership or limited liability company in
its jurisdiction of incorporation or organization, as the case may be, and
maintain all requisite authority to conduct its business in each jurisdiction in
which its business is conducted, unless the failure to do so could not
reasonably be expected to have a Material Adverse Effect.

         6.5      Taxes. The Company will, and will cause each Subsidiary to,
timely file complete and correct United States federal and applicable foreign,
state and local tax returns required by law and pay when due all taxes,
assessments and governmental charges and levies upon it or its income, profits
or Property, except those that are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves have been set aside in
accordance with Agreement Accounting Principles, except where the failure to do
so could not reasonably be expected to have a Material Adverse Effect.

         6.6      Insurance. The Company will, and will cause each Subsidiary
to, maintain with financially sound and reputable insurance companies insurance
on all their Property in such amounts (with such customary deductibles,
exclusions and self-insurance) and covering such risks as is consistent with
sound business practice.

         6.7      Compliance with Laws. The Company will, and will cause each
Subsidiary to, comply with all Requirements of Law, except where the failure to
do so could not reasonably be expected to have a Material Adverse Effect.

         6.8      Properties; Inspection. The Company will, and will cause each
Subsidiary to, do all things necessary to maintain, preserve, protect and keep
its Property in good repair, working order and condition, and make all necessary
and proper repairs, renewals and replacements to the extent the Company
reasonably deems consistent with sound business practice. The Company will, and
will cause each Subsidiary to, permit the Agent and the Lenders, by their
respective representatives and agents, to reasonably inspect any of the Property
of the Company and each Subsidiary, the financial or accounting records of the
Company and each Subsidiary and other documents of the Company and each
Subsidiary, in each case only to the extent any of the foregoing is reasonably
related to the credit evaluation by the Agent and the Lenders under this
Agreement, to examine and make copies of such records and documents of the
Company and each Subsidiary, and to discuss the affairs, finances and accounts
of the

<PAGE>

Company and each Subsidiary with, and to be advised as to the same by, their
respective officers upon reasonable prior notice at such reasonable times and
intervals as the Agent may designate.

         6.9      Merger. The Company will not, nor will it permit any
Subsidiary to, merge or consolidate with or into any other Person, except that,
provided that no Default or Unmatured Default shall have occurred and be
continuing or would result therefrom on a pro forma basis reasonably acceptable
to the Agent, the Company may merge or consolidate with any other U.S.
corporation and each Subsidiary may merge or consolidate with any other Person,
provided, further, that (i) in the case of any such merger or consolidation
involving the Company, the Company is the surviving corporation and (ii) in the
case of any such merger or consolidation involving a Subsidiary which is a
Subsidiary Borrower, the surviving corporation assumes all of such Borrower's
obligations under this Agreement and remains or becomes a Subsidiary Borrower.

         6.10     Sale of Assets. The Company will not, nor will it permit any
Subsidiary to, lease, sell or otherwise dispose of its Property, to any other
Person (other than to the Company or a Guarantor or between Foreign
Subsidiaries), except:

         (i)      Sales of inventory in the ordinary course of business.

         (ii)     Sales or other dispositions in the ordinary course of business
of fixed assets for the purpose of replacing such fixed assets, provided that
such fixed assets are replaced within 180 days of such sale or other disposition
with other fixed assets that have a fair market value not materially less than
the fixed assets sold or otherwise disposed of.

         (iii)    Any sale or other transfer of an interest in leases or lease
receivables or accounts or notes receivables on a limited recourse basis,
reasonably acceptable to the Agent, provided that (a) such sale or transfer
qualifies as a sale under Agreement Accounting Principles, and (b) the aggregate
outstanding amount of such financings in connection therewith shall not exceed
the sum of the amount outstanding prior to February 13, 2002 plus $200,000,000
(any such sale or other transfer, a "Permitted Securitization Transaction").

         (iv)     Other leases, sales (including sale-leasebacks) or other
dispositions of its Property that, together with all other Property of the
Company and its Subsidiaries previously leased, sold or disposed of (other than
as provided in clauses (i) and (ii) above) as permitted by this Section during
the twelve-month period ending with the month prior to the month in which any
such lease, sale or other disposition occurs, do not constitute a Substantial
Portion of the Property of the Company and its Subsidiaries.

Notwithstanding anything in this Section 6.10 to the contrary, (a) no such
leases, sales or other dispositions of property may be made (other than pursuant
to clause (i) above) if any Default or Unmatured Default has occurred and is
continuing, and (b) all leases, sales and other dispositions of Property at any
time shall be for not materially less than the fair market value of such
Property as determined in good faith by the Company.

         6.11     Investments and Acquisitions. The Company will not, nor will
it permit any Subsidiary to, make or suffer to exist any Investments, or
commitments therefor, or to make any Acquisition of any Person, except, so long
as no Default or Unmatured Default exists or would be caused thereby:

         (i)      Investments in Cash Equivalents.

         (ii)     Investments in Guarantors.

<PAGE>

         (iii)    (a) Investments in existence on December 31, 2002 and (b)
Investments in a Securitization Entity in connection with Permitted
Securitization Transactions and in an aggregate outstanding amount not to exceed
10% of the aggregate amount of all Permitted Securitization Transactions plus
the leases and lease receivables and accounts and notes receivables permitted to
be transferred to a Securitization Entity in connection with Permitted
Securitization Transactions.

         (iv)     Other Investments provided that the aggregate amount of such
Investments made in any fiscal year does not exceed 15% of Tangible Net Worth as
of the beginning of such fiscal year.

         (v)      Any Acquisition so long as the aggregate amount of
consideration (including without limitation any payments in cash, Capital Stock
or other consideration, any direct or deferred payments (to the extent such
deferred payments should be shown as a liability on a balance sheet of the
Company and its Subsidiaries in accordance with Agreement Accounting Principles)
and the amount of any Indebtedness (other than Letters of Credit incurred in the
ordinary course of business) assumed or otherwise incurred in connection with
such Acquisition) paid or payable by the Company or any Subsidiary in connection
with any such Acquisition does not exceed 30% of the then Tangible Net Worth and
such Acquisition is not hostile and shall have been approved by the board of
directors or similar governing body of the target of such Acquisition.

         6.12     Liens. The Company will not, nor will it permit any Subsidiary
to, create, incur, or suffer to exist any Lien in, of or on the Property of the
Company or any of its Subsidiaries, except:

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

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

         (iii)    Liens arising out of pledges or deposits under worker's
compensation laws, unemployment insurance, old age pensions, or other social
security or retirement benefits, or similar legislation (other than Liens in
favor of the PGBC).

         (iv)     Utility easements, building restrictions and such other
encumbrances or charges against real property as are of a nature generally
existing with respect to properties of a similar character and that do not in
any material way affect the marketability of the same or interfere with the use
thereof in the business of the Company or its Subsidiaries.

         (v)      Liens existing on the date hereof and described on Schedule
6.12, provided that no increase in the principal amount secured thereby is
permitted.

         (vi)     Any extension, renewal or replacement (or successive
extensions, renewals or replacements) in whole or in part of any Lien referred
to in the foregoing clauses, provided, however, that the principal amount of
Indebtedness secured thereby shall not exceed the principal amount of
Indebtedness so secured prior to such extension, renewal or replacement and that
such extension, renewal

<PAGE>

or replacement Lien shall be limited to all or a part of the assets that secured
the Lien so extended, renewed or replaced (plus improvements and construction on
such real property).

         (vii)    Liens not otherwise permitted by the foregoing provisions of
this Section 6.12, provided that the aggregate outstanding amount secured by all
such Liens shall not at any time exceed 10% of Tangible Net Worth.

         (viii)   Liens incurred in connection with any transfer of an interest
in leases or lease receivables or accounts or notes receivables which is
permitted pursuant to Section 6.10(iii) and which Liens are required to
consummate such Permitted Securitization Transaction.

         (ix)     Liens in favor of financial institutions against bank account
deposits in foreign bank accounts at such financial institution granted in the
ordinary course of business and consistent with standard business practices in
such foreign jurisdiction, provided that such deposit account is not a dedicated
cash collateral account and is not subject to restrictions against access by the
Company or its Subsidiaries.

         6.13     [Intentionally deleted].

         6.14     Affiliates. The Company will not, and will not permit any
Subsidiary to, enter into any transaction (including, without limitation, the
purchase or sale of any Property or service) with, or make any payment or
transfer to, any Affiliate except pursuant to the reasonable requirements of the
Company's or such Subsidiary's business and upon fair and reasonable terms
(taken as a whole) not materially less favorable to the Company or such
Subsidiary than the Company or such Subsidiary would obtain in a comparable
arms-length transaction.

         6.15     Indebtedness of certain Subsidiaries. The Company will not
permit any Subsidiary which is not a Guarantor to create, incur or suffer to
exist any Indebtedness, except:

         (i)      The Loans, the Facility Letters of Credit and the other
         Obligations.

         (ii)     Indebtedness outstanding on the date of this Agreement, but no
increase in the principal amount thereof, and Indebtedness consisting of avals
by any of the Company's Subsidiaries for the benefit of, and with respect to
obligations which are not classified as Indebtedness of, any of the Company's
other Subsidiaries which are entered into in the ordinary course of business and
consistent with standard business practices.

         (iii)    Indebtedness of any Person that becomes a Subsidiary after the
date hereof; provided that such Indebtedness existed at the time such Person
becomes a Subsidiary and was not created in contemplation of or in connection
with such Person becoming a Subsidiary.

         (iv)     Any refunding or refinancing of any Indebtedness referred to
in clauses (ii) and (iii) above, provided that any such refunding or refinancing
does not increase the principal amount thereof.

         (v)      Indebtedness arising from (a) the endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary
course of business, or (b) the honoring by a bank or other financial institution
of a check, draft or similar instrument inadvertently (except in the case of
daylight overdrafts) drawn against insufficient funds in the ordinary course of
business.

<PAGE>

         (vi)     Indebtedness of a Securitization Entity required in connection
with Permitted Securitization Transactions.

         (vii)    Other Indebtedness; provided that, at the time of the
creation, incurrence or assumption of such other Indebtedness and after giving
effect thereto, the aggregate amount of all such other Indebtedness of such
Subsidiaries does not exceed an amount equal to 10% of Tangible Net Worth at
such time.

         6.16     Limitation on Restrictions on Subsidiary Distributions. The
Company will not, and will not permit any Subsidiary to, enter into or suffer to
exist or become effective any consensual encumbrance or restriction on the
ability of any Subsidiary of the Company to (i) pay dividends or make any other
distributions in respect of any Capital Stock of such Subsidiary held by, or pay
any Indebtedness owed to, the Company or any other Subsidiary of the Company,
(ii) make loans or advances to the Company or any other Subsidiary of the
Company or (iii) transfer any of its assets to the Company or any other
Subsidiary of the Company, except for such encumbrances or restrictions existing
under or by reason of (a) any restrictions existing under the Loan Documents,
(b) any restrictions with respect to a Subsidiary imposed pursuant to an
agreement which has been entered into in connection with the disposition of all
or substantially all of the Capital Stock or assets of such Subsidiary, (c) any
restrictions with respect to assets encumbered by a Lien permitted by Section
6.12 so long as such restriction applies only to the assets encumbered by such
permitted Lien, and (d) to the extent required by the minority shareholders
thereof, any restriction with respect to a Foreign Subsidiary of which less than
90% of the Voting Stock is owned by the Company or any of its Subsidiaries and
(e) such restrictions with respect to a Securitization Entity required in
connection with Permitted Securitization Transactions.

         6.17     Financial Contracts. The Company will not, and will not permit
any Subsidiary to, enter into or remain a party to any Financial Contract for
purposes of financial speculation.

         6.18     Total Net Debt to Capitalization Ratio. The Company shall not
permit its Total Net Debt to Capitalization Ratio to exceed 50%.

         6.19     Interest Coverage Ratio. The Company shall not permit its
Interest Coverage Ratio to be less than 5.0 to 1.0 as of the last day of any
fiscal quarter.

                                   ARTICLE VII

                                    DEFAULTS

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

         7.1      Any representation or warranty made, including without
limitation those deemed made pursuant to Section 4.2, by or on behalf of the
Company or its Subsidiaries to the Lenders or the Agent in any Loan Document, in
connection with any Loan or Facility Letter of Credit, or in any certificate or
information delivered in writing in connection with any Loan Document or in any
certificate or information delivered in writing in connection with any Loan
Document shall be false in any material respect on the date as of which made.

         7.2      Nonpayment of principal of any Loan when due, or nonpayment of
interest on any Loan or of any facility fee within five Business Days after
written notice from the Agent that the same has become due, or nonpayment of any
other obligations under any of the Loan Documents within five Business Days
after written notice from the Agent that the same has become due.

<PAGE>

         7.3      The breach by any Borrower of any of the terms or provisions
in Sections 6.2, 6.3, 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18
or 6.19.

         7.4      The breach by any Borrower or Guarantor (other than a breach
which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms
or provisions of this Agreement or any other Loan Document which is not remedied
within 30 days after written notice from the Agent.

         7.5      Failure of the Company or any of its Subsidiaries to pay when
due any Indebtedness or Rate Hedging Obligations aggregating in excess of
$15,000,000 ("Material Indebtedness"); or the default by the Company or any of
its Subsidiaries in the performance of any term, provision or condition
contained in any agreement under which any such Material Indebtedness was
created or is governed, or any other event shall occur or condition exist, the
effect of which is to cause, or to permit the holder or holders of such Material
Indebtedness to cause, such Material Indebtedness to become due prior to its
stated maturity; or any Material Indebtedness of the Company or any of its
Subsidiaries shall be declared to be due and payable or required to be prepaid
or repurchased (other than by a regularly scheduled payment) prior to the stated
maturity thereof; or the Company or any of its Subsidiaries shall not pay, or
admit in writing its inability to pay, its debts generally as they become due.

         7.6      The Company or any of its Subsidiaries, shall (i) have an
order for relief entered with respect to it under any existing or future law of
any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, (ii) make an assignment for the benefit of
creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment
of a receiver, custodian, trustee, examiner, liquidator or similar official for
it or any Substantial Portion of its Property, (iv) institute any proceeding
seeking an order for relief under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to adjudicate it a bankrupt or
insolvent, or seeking dissolution, winding up, liquidation, reorganization,
arrangement, adjustment or composition of it or its debts or seeking similar
relief under any law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency or reorganization or relief of debtors or similar
proceeding or fail to file an answer or other pleading denying the material
allegations of any such proceeding filed against it, (v) take any corporate,
company or other action to authorize or effect any of the foregoing actions set
forth in this Section 7.6 or (vi) fail to contest in good faith any appointment
or proceeding described in Section 7.7.

         7.7      Without its application, approval or consent, a receiver,
trustee, examiner, liquidator or similar official shall be appointed for the
Company or any of its Subsidiaries or any Substantial Portion of their
respective Property, or a proceeding described in Section 7.6(iv) shall be
instituted against the Company or any of its Subsidiaries and such appointment
continues undischarged or such proceeding continues undismissed or unstayed for
a period of 60 consecutive days.

         7.8      Any court, government or governmental agency shall without
appropriate compensation condemn, seize or otherwise appropriate, or take
custody or control of (each a "Condemnation"), all or any portion of the
Property of the Company or any of its Subsidiaries which, when taken together
with all other Property of the Company and its Subsidiaries so condemned,
seized, appropriated, or taken custody or control of, during the twelve-month
period ending with the month in which any such Condemnation occurs, constitutes
a Substantial Portion and is reasonably likely to have a Material Adverse
Effect.

         7.9      The Company or any of its Subsidiaries shall fail within 90
days to pay, bond or otherwise discharge any judgment or order for the payment
of money in excess of $15,000,000 in aggregate amount for the Company and its
Subsidiaries, which is not stayed on appeal.

<PAGE>

         7.10     Any member of the Controlled Group shall fail to pay when due
an amount or amounts aggregating in excess of $15,000,000 which it shall have
become liable to pay under Title IV of ERISA; or notice of intent to terminate a
Single Employer Plan with Unfunded Liabilities in excess of $15,000,000 (a
"Material Plan") shall be filed under Section 4041(c) of ERISA by any member of
the Controlled Group, any plan administrator or any combination of the
foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to
terminate, to impose liability (other than for premiums under Section 4007 of
ERISA) in respect of, or to cause a trustee to be appointed to administer any
Material Plan; or a condition shall exist that could reasonably be expected to
result in PBGC obtaining a decree adjudicating that any Material Plan must be
terminated; or there shall occur a complete or partial withdrawal from, or a
default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one
or more Multiemployer Plans which causes one or more members of the Controlled
Group to incur a current payment obligation for withdrawal liability in excess
of $15,000,000 in aggregate amount for the Controlled Group.

         7.11     The Company or any of its Subsidiaries shall be the subject of
any proceeding or investigation pertaining to the Release by the Company or any
of its Subsidiaries or any other Person of any Hazardous Substance, or any
violation of any applicable Environmental Law, which, in either case, could
reasonably be expected to have a Material Adverse Effect.

         7.12     The occurrence of any Change of Control.

         7.13.    The occurrence of any "default", as defined in any Loan
Document, or the breach of any of the terms or provisions of any Loan Document,
which default or breach continues beyond any period of grace therein provided.

         7.14     Any Guaranty shall fail to remain in full force or effect or
any action shall be taken to discontinue or assert the invalidity or
unenforceability of any Guaranty by any Guarantor, or any Guarantor shall fail
to comply with any of the terms or provisions of any Guaranty to which it is a
party, or any Guarantor denies that it has any further liability under any
Guaranty to which it is a party, or gives notice to such effect.

                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

         8.1      Acceleration. (a) If any Default described in Section 7.6 or
7.7 occurs, (i) the obligations of the Lenders to make Loans hereunder and the
obligations of the Issuers to issue Facility Letters of Credit shall
automatically terminate and the Obligations shall immediately become due and
payable without presentment, demand, protest or notice of any kind, all of which
the Borrowers hereby expressly waive and without any election or action on the
part of the Agent or any Lender and (ii) each Borrower will be and become
thereby unconditionally obligated, without the need for demand or the necessity
of any act or evidence, to deliver to the Agent, at its address specified
pursuant to Article XIV, for deposit into the Letter of Credit Collateral
Account, an amount (the "Collateral Shortfall Amount") equal to the excess, if
any, of

<PAGE>

         (A)      100% of the sum of the aggregate maximum amount remaining
available to be drawn under the Facility Letters of Credit requested by such
Borrower (assuming compliance with all conditions for drawing thereunder) issued
by an Issuer and outstanding as of such time, over

         (B)      the amount on deposit for such Borrower in the Letter of
Credit Collateral Account at such time that is free and clear of all rights and
claims of third parties (other than the Agent and the Lenders) and that has not
been applied by the Lenders against the Obligations of such Borrower.

         (b)      If any Default occurs and is continuing (other than a Default
described in Section 7.6 or 7.7), (i) the Required Lenders may terminate or
suspend the obligations of the Lenders to make Loans and the obligation of the
Issuers to issue Facility Letters of Credit hereunder, or declare the
Obligations to be due and payable, or both, whereupon (if so declared) the
Obligations shall become immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which the Borrowers hereby
expressly waive and (ii) the Required Lenders may, upon notice delivered to the
Borrowers with outstanding Facility Letters of Credit and in addition to the
continuing right to demand payment of all amounts payable under this Agreement,
make demand on each such Borrower to deliver (and each such Borrower will,
forthwith upon demand by the Required Lenders and without necessity of further
act or evidence, be and become thereby unconditionally obligated to deliver), to
the Agent, at its address specified pursuant to Article XIV, for deposit into
the Letter of Credit Collateral Account an amount equal to the Collateral
Shortfall Amount payable by such Borrower.

         (c)      If at any time while any Default is continuing, the Agent
determines that the Collateral Shortfall Amount at such time is greater than
zero, the Agent may make demand on the Borrowers with outstanding Facility
Letters of Credit to deliver (and each such Borrower will, forthwith upon demand
by the Agent and without necessity of further act or evidence, be and become
thereby unconditionally obligated to deliver), to the Agent as additional funds
to be deposited and held in the Letter of Credit Collateral Account an amount
equal to such Collateral Shortfall Amount payable by such Borrower at such time.

         (d)      The Agent may at any time or from time to time after funds are
deposited in the Letter of Credit Collateral Account, apply such funds to the
payment of the Obligations of the relevant Borrowers and any other amounts as
shall from time to time have become due and payable by the relevant Borrowers to
the Lenders under the Loan Documents.

         (e)      Neither the Borrowers nor any Person claiming on behalf of or
through the Borrowers shall have any right to withdraw any of the funds held in
the Letter of Credit Collateral Account. After all of the Obligations have been
indefeasibly paid in full or upon the request of the Company if no Default has
occurred and is continuing, any funds remaining in the Letter of Credit
Collateral Account shall be returned by the Agent to the applicable Borrower(s)
or paid to whoever may be legally entitled thereto at such time.

         (f)      The Agent shall exercise reasonable care in the custody and
preservation of any funds held in the Letter of Credit Collateral Account and
shall be deemed to have exercised such care if such funds are accorded treatment
substantially equivalent to that which the Agent accords its own property, it
being understood that the Agent shall not have any responsibility for taking any
necessary steps to preserve rights against any Persons with respect to any such
funds.

         8.2      Amendments.

<PAGE>

         8.2.1    Subject to the provisions of this Article VIII, the Required
Lenders (or the Agent with the consent in writing of the Required Lenders) and
the Borrowers may enter into agreements supplemental hereto for the purpose of
adding or modifying any provisions to the Loan Documents or changing in any
manner the rights of the Lenders or the Borrowers hereunder or waiving any
Default hereunder; provided, however, no such supplemental agreement shall, (i)
without the consent of the Required U.S. Revolving Credit Lenders, allow the
Company to obtain a U.S. Revolving Credit Loan or U.S. Facility Letter of Credit
if it would otherwise be unable to do so absent such supplemental agreement,
(ii) without the consent of the Required Euro Revolving Credit Lenders, allow
any Foreign Subsidiary Borrower to obtain a Euro Revolving Credit Loan or Euro
Facility Letter of Credit if it would otherwise be unable to do so absent such
supplemental agreement, (iii) without the consent of the Required U.S. Term Loan
Lenders, allow the Company to obtain the U.S. Term Loan if it would otherwise be
unable to do so absent such supplemental agreement, (iv) without the consent of
the Required Euro Term Loan Lenders, allow any Foreign Subsidiary Borrower to
obtain the Euro Term Loan if it would otherwise be unable to do so absent such
supplemental agreement, (v) without the consent of the Agent, modify any rights
or obligations of any kind of the Agent, and (vi) without the consent of the
Issuer, modify any rights or obligations of any kind of the Issuer, and provided
further, that no such supplemental agreement shall, without the consent of each
Lender:

         (a)      Extend the final maturity of any Loan, Note or Reimbursement
Obligation or postpone any regularly scheduled payment of principal of any Loan
or forgive all or any portion of the principal amount thereof, or reduce the
rate or extend the time of payment of interest or fees thereon.

         (b)      Reduce the percentage specified in the definition of Required
Lenders, Required Euro Revolving Credit Lenders, Required U.S. Revolving Credit
Lenders, Required Euro Term Loan Lenders or Required U.S. Term Loan Lenders.

         (c)      Extend the Facility Termination Date or the Maturity Date, or
reduce the amount or extend the payment date for, the mandatory payments
required under Section 2.6, or increase the amount of any Commitment of any
Lender hereunder or the Aggregate Commitments other than as allowed hereunder,
or permit any Borrower to assign its rights under this Agreement.

         (d)      Amend this Section 8.2.1.

         (e)      Release any Guarantor which is the Company or a Significant
Subsidiary.

         8.2.2    In addition to amendments effected pursuant to the foregoing,
Schedule 1.1(b) may be amended as follows:

                  (i)      Schedule 1.1(b) will be automatically amended to add
         Subsidiaries of the Company as additional Subsidiary Borrowers upon (a)
         execution and delivery by the Company, any such Subsidiary Borrower and
         the Agent, of a Joinder Agreement providing for any such Subsidiary to
         become a Subsidiary Borrower, (b) delivery to the Agent of (A) a
         Domestic Subsidiary Opinion or Foreign Subsidiary Opinion, as the case
         may be, in respect of such additional Subsidiary Borrower and (B) such
         other documents with respect thereto as the Agent shall reasonably
         request and (C) the written approval of the Agent in its sole
         discretion.

                  (ii)     Schedule 1.1(b) will be automatically amended to
         remove any Subsidiary as a Subsidiary Borrower upon (A) written notice
         by the Company to the Agent to such effect and (B) repayment in full of
         all outstanding Loans and all other obligations pursuant to any Loan
         Document of such Subsidiary Borrower.

<PAGE>

                  (iii)    It is acknowledged and agreed that there may be more
         than one Foreign Subsidiary Borrower, provided that there may not be a
         number thereof more than reasonably allowed by the Agent.

         8.2.3    No modification or waiver of any provision of this Agreement
relating to the Agent shall be effective without the written consent of the
Agent. No modification or waiver of any provision of this Agreement relating to
any Issuer shall be effective without the written consent of such Issuer. The
Agent may waive payment of the fee required under Section 13.3.2 without
obtaining the consent of any other party to this Agreement. Notwithstanding
anything herein to the contrary, any Defaulting Lender shall not be entitled to
vote (whether to consent or to withhold its consent) with respect to any
amendment, modification, termination or waiver and, for purposes of determining
the Required Euro Revolving Credit Lenders, Required U.S. Revolving Credit
Lenders, Required Euro Term Loan Lenders and Required U.S. Term Loan Lenders,
the Commitments and the Loans of such Defaulting Lender shall be disregarded and
the Agent shall have the ability, but not the obligation, to replace any such
Defaulting Lender with another lender or lenders.

         8.2.4.   New lenders ("New Lenders") may become Lenders hereunder and
existing Lenders may increase their Commitments hereunder by executing an
assumption agreement and other agreements and documents in form and substance
acceptable to the Company and the Agent, provided that (i) the Company and the
Agent consent thereto and (ii) without the prior written consent of all of the
Lenders, the Aggregate Commitments may not be increased by more than a Dollar
Equivalent Amount equal to $50,000,000 in excess of the Aggregate Commitments in
effect on the Effective Date.

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

                                   ARTICLE IX

                                    GUARANTEE

         9.1      Guarantee. (a) The Company hereby unconditionally and
irrevocably guarantees to the Agent and the Lenders and their respective
successors, endorsees, transferees and assigns, the prompt and complete payment
and performance by the Subsidiary Borrowers when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations owing by such
Subsidiary Borrowers.

         (b)      The Company further agrees to pay any and all reasonable
expenses (including, without limitation, all reasonable fees and disbursements
of counsel) which are paid or incurred by the Agent, or any Lender in enforcing
any rights with respect to, or collecting, any or all of the Obligations and/or
enforcing any rights with respect to, or collecting against, the Company under
this Section or, in the case of the Agent, obtaining advice of counsel in
respect thereof. This Section shall remain in full force and

<PAGE>

effect until the Obligations are paid in full and the Commitments are
terminated, notwithstanding that from time to time prior thereto the Borrowers
may be free from any Obligations.

         (c)      No payment or payments made by any Borrower or any other
Person or received or collected by the Agent or any Lender from any Borrower or
any other Person by virtue of any action or proceeding or any set-off or
appropriation or application, at any time or from time to time, in reduction of
or in payment of the Obligations shall be deemed to modify, reduce, release or
otherwise affect the liability of the Company hereunder, which shall,
notwithstanding any such payment or payments, remain liable hereunder for the
Obligations until the Obligations are paid in full and the Commitments are
terminated.

         (d)      The Company agrees that whenever, at any time, or from time to
time, it shall make any payment to the Agent or any Lender on account of its
liability under this Section, it will notify the Agent and such Lender in
writing that such payment is made under this Section for such purpose.

         9.2      No Subrogation. Notwithstanding any payment or payments made
by the Company hereunder, or any set-off or application of funds of the Company
by the Agent or any Lender, the Company shall not be entitled to be subrogated
to any of the rights of the Agent or any Lender against the Borrowers or against
any guarantee or right of offset held by the Agent or any Lender for the payment
of the Obligations, nor shall the Company seek or be entitled to seek any
contribution or reimbursement from the Borrowers in respect of payments made by
the Company hereunder, until all amounts owing to the Agent and the Lenders by
the Borrowers on account of the Obligations are paid in full and the Commitments
are terminated. If any amount shall be paid to the Company on account of such
subrogation rights at any time when all of the Obligations shall not have been
paid in full, such amount shall be held by the Company in trust for the Agent
and the Lenders, segregated from other funds of the Company, and shall,
forthwith upon receipt by the Company, be turned over to the Agent in the exact
form received by the Company (duly endorsed by the Company to the Agent, if
required), to be applied against the Obligations, whether matured or unmatured,
in such order as Agent may determine. The provisions of this paragraph shall
survive the termination of this Agreement and the payment in full of the
Obligations and the termination of the Commitments.

         9.3      Amendments, etc. with respect to the Obligations; Waiver of
Rights. The Company shall remain obligated hereunder notwithstanding that,
without any reservation of rights against the Company, and without notice to or
further assent by the Company, any demand for payment of any of the Obligations
made by the Agent or the Required Lenders may be rescinded by the Agent or the
Required Lenders, and any of the Obligations continued, and the Obligations, or
the liability of any other party upon or for any part thereof, or any guarantee
therefor or right of offset with respect thereto, may, from time to time, in
whole or in part be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Agent or the Required
Lenders, and any Loan Documents and any other documents executed and delivered
in connection therewith may be amended, modified, supplemented or terminated, in
whole or in part, in accordance with the provisions thereof as the Agent (or the
Required Lenders, as the case may be) may deem advisable from time to time, and
any guarantee or right of offset at any time held by the Agent or any Lender for
the payment of the Obligations may be sold, exchanged, waived, surrendered or
released. None of the Agent or any Lender shall have any obligation to protect,
secure, perfect or insure any Lien at any time held by it as security for the
Obligations or for this Agreement or any property subject thereto. When making
any demand hereunder against the Company, the Agent or any Lender may, but shall
be under no obligation to, make a similar demand on any other Borrower or any
other guarantor, and any failure by the Agent or any Lender to make any such
demand or to collect any payments from any other Borrower or any such other
guarantor or any release of the Borrowers or such other guarantor shall not
relieve the Company of its obligations

<PAGE>

or liabilities hereunder, and shall not impair or affect the rights and
remedies, express or implied, or as a matter of law, of the Agent or any Lender
against the Company. For the purposes hereof "demand" shall include the
commencement and continuance of any legal proceedings.

         9.4      Guarantee Absolute and Unconditional. The Company waives any
and all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Agent or any Lender upon
this Agreement or acceptance of this Agreement; the Obligations, and any of
them, shall conclusively be deemed to have been created, contracted or incurred,
or renewed, extended, amended or waived, in reliance upon this Agreement; and
all dealings among the Borrowers, on the one hand, and the Agent and the
Lenders, on the other, shall likewise be conclusively presumed to have been had
or consummated in reliance upon this Agreement. The Company waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to
or upon the Subsidiary Borrowers and the Company with respect to the
Obligations. This Article IX shall be construed as a continuing, absolute and
unconditional guarantee of payment without regard to (a) the validity,
regularity or enforceability of this Agreement, any other Loan Document, any of
the Obligations or any guarantee or right of offset with respect thereto at any
time or from time to time held by the Agent or any Lender, (b) any defense,
set-off or counterclaim (other than a defense of payment or performance by any
Borrower) which may at any time be available to or be asserted by any Borrower
against the Agent or any Lender, or (c) any other circumstance whatsoever (with
or without notice to or knowledge of any Borrower) that constitutes, or might be
construed to constitute, an equitable or legal discharge of the Borrowers for
the Obligations, or of the Company under this Section 9.4, in bankruptcy or in
any other instance (other than a defense of payment or performance by the
Borrowers). When pursuing its rights and remedies hereunder against the Company,
the Agent and any Lender may, but shall be under no obligation to, pursue such
rights and remedies as it may have against any Borrower or any other Person or
against any guarantee for the Obligations or any right of offset with respect
thereto, and any failure by the Agent or any Lender to pursue such other rights
or remedies or to collect any payments from the Borrowers or any such other
Person or to realize upon any such guarantee or to exercise any such right of
offset, or any release of the Borrowers or any such other Person or of any such
guarantee or right of offset, shall not relieve the Company of any liability
hereunder, and shall not impair or affect the rights and remedies, whether
express, implied or available as a matter of law, of the Agent or any Lender
against the Company. This Article IX shall remain in full force and effect and
be binding in accordance with and to the extent of its terms upon the Company
and its successors and assigns, and shall inure to the benefit of the Agent and
the Lenders, and their respective successors, indorsees, transferees and
assigns, until all the Obligations and the obligations of the Company under this
Agreement shall have been satisfied by payment in full and the Commitments shall
be terminated, notwithstanding that from time to time during the term of this
Agreement the Borrowers may be free from any Obligations.

         9.5      Reinstatement. This Article IX shall continue to be effective,
or be reinstated, as the case may be, if at any time payment, or any part
thereof, of any of the Obligations is rescinded or must otherwise be restored or
returned by the Agent or any Lender upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of any Borrower or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or
Trustee or similar officer for, any Borrower or any substantial part of its
property, or otherwise, all as though such payments had not been made.

         9.6      Payments. The Company hereby agrees that all payments required
to be made by it hereunder will be made to the Agent without set-off or
counterclaim in accordance with the terms of the Obligations, including, without
limitation, in the currency in which payment is due.

<PAGE>

                                    ARTICLE X

                               GENERAL PROVISIONS

         10.1     Survival of Representations. All representations and
warranties of the Borrowers contained in this Agreement shall survive delivery
of the Loan Documents and the making of the Loans herein contemplated.

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

         10.3     Taxes. Any taxes (excluding income taxes and franchise taxes
(imposed in lieu of income taxes), imposed on the Agent or any Lender as a
result of a present or former connection between the Agent or such Lender and
the jurisdiction of the Governmental Authority imposing such tax or any
political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Agent or such Lender having executed,
delivered or performed its obligations or received a payment under, or enforced,
this Agreement or any other Loan Document)) or other similar assessments or
charges made by any governmental or revenue authority in respect of the Loan
Documents shall be paid by the Company, together with interest and penalties, if
any.

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

         10.5     Entire Agreement. The Loan Documents embody the entire
agreement and understanding among the Borrowers, the Agent and the Lenders and
supersede all prior agreements and understandings among the Borrowers, the Agent
and the Lenders relating to the subject matter thereof other than any fee
letters among any Borrowers and either of the Agent or Arranger and any other
agreements of any of the Borrowers with the Agent which survive the execution of
the Loan Documents.

         10.6     Several Obligations; Benefits of this Agreement. The
respective obligations of the Lenders hereunder are several and not joint and no
Lender shall be the partner or agent of any other (except to the extent to which
the Agent is authorized to act as such). The failure of any Lender to perform
any of its obligations hereunder shall not relieve any other Lender from any of
its obligations hereunder. This Agreement shall not be construed so as to confer
any right or benefit upon any Person other than the parties to this Agreement
and their respective successors and assigns.

         10.7     Expenses; Indemnification. (i) The Borrowers shall reimburse
the Agent and the Arranger for any reasonable costs, internal charges and
out-of-pocket expenses (including reasonable attorneys' fees and time charges of
attorneys for the Agent, which attorneys may be employees of the Agent) paid or
incurred by the Agent or the Arranger in connection with the preparation,
negotiation, execution, delivery, syndication, review, amendment, modification,
and administration (including, without limitation, preparation of the reports
described below) of the Loan Documents. The Borrowers also agree to reimburse
the Agent, the Arranger and the Lenders for any reasonable costs, internal
charges and out-of-pocket expenses (including reasonable attorneys' fees and
time charges of attorneys for the Agent, the Arranger and the Lenders, which
attorneys may be employees of the Agent, the Arranger or the Lenders) paid or
incurred by the Agent, the Arranger or any Lender in connection with the
collection and enforcement of the Loan Documents. The Borrowers acknowledge and
agree that from time to time the Agent may prepare and may distribute to the
Lenders (but shall have no obligation


<PAGE>

or duty to prepare or to distribute to the Lenders) certain audit reports (the
"Reports") pertaining to any Borrower's and Guarantors' assets for internal use
by the Agent from information furnished to it by or on behalf of the Borrowers,
after the Agent has exercised its rights of inspection pursuant to this
Agreement; provided that, if any Lender requests copies of any future similar
Reports which the Agent has prepared, then the Agent will provide such reports
to such Lender provided that such Lender has executed an indemnity agreement
acceptable to the Agent. The Borrowers further acknowledge and agree that the
Agent or any of its agents or representatives may conduct reasonable
comprehensive field audits of the Property of the Company and each Subsidiary,
financial or accounting records of the Company and each Subsidiary and other
documents of the Company and each Subsidiary, in each case only to the extent
any of the foregoing is reasonably related to the credit evaluation by the Agent
and the Lenders under this Agreement, provided that (x) other than after the
occurrence and during continuance of a Default, no more than one such
comprehensive field audit shall be conducted in any fiscal year and (y) only
after the occurrence and during continuance of a Default shall such field audits
be at the Company's expense.

                  (ii)     The Borrowers hereby further agree to indemnify the
Agent, the Arranger and each Lender, and their respective directors, officers
and employees against all losses, claims, damages, penalties, judgments,
liabilities and reasonable expenses (including, without limitation, all
reasonable expenses of litigation or preparation therefor whether or not the
Agent, the Arranger or any Lender is a party thereto) which any of them may pay
or incur at any time arising out of or relating to this Agreement, the other
Loan Documents, the transactions contemplated hereby or the direct or indirect
application or proposed application of the proceeds of any Loan or Facility
Letters of Credit hereunder except to the extent that they are determined in a
final non-appealable judgment by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the party seeking
indemnification. The obligations of the Borrowers under this Section 10.7 shall
survive the termination of this Agreement.

         10.8     Accounting. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles. For purposes of Article VI (including any baskets or limitations
expressed in U.S. Dollars therein) of this Agreement, any Indebtedness,
Investment or other amount made or incurred in any currency other than U.S.
Dollars shall be deemed to be the U.S. Dollar Equivalent thereof.

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

         10.10    Nonliability of Lenders. The relationship between the
Borrowers and the Lenders and the Agent shall be solely that of borrower and
lender. Neither the Agent nor any Lender shall have any fiduciary
responsibilities to any Borrower. Neither the Agent nor any Lender undertakes
any responsibility to any Borrower to review or inform any Borrower of any
matter in connection with any phase of such Borrower's business or operations.
Each Borrower agrees that neither the Agent nor any Lender shall have liability
to any Borrower (whether sounding in tort, contract or otherwise) for losses
suffered by any Borrower in connection with, arising out of, or in any way
related to, the transactions contemplated and the relationship established by
the Loan Documents, or any act, omission or event occurring in connection
therewith, unless it is determined by a court of competent jurisdiction in a
final and non-appealable order that such losses resulted from the gross
negligence or willful misconduct of, or


<PAGE>

violation of applicable laws or any of the Loan Documents by, the party from
which recovery is sought. Neither the Agent nor any Lender shall have any
liability with respect to, and each Borrower hereby waives, releases and agrees
not to sue for, any special, indirect or consequential damages suffered by the
Borrowers in connection with, arising out of, or in any way related to the Loan
Documents or the transactions contemplated thereby.

         10.11    Confidentiality. Each Lender agrees to hold any information
that it may receive from any Borrower pursuant to this Agreement (such
information, exclusive of Non-Confidential Information as defined below, is
defined herein as the "Confidential Information") in confidence, and will not
disclose or use for any purpose other than its credit evaluation under this
Agreement such Confidential Information, except for disclosure: (i) to any
Transferee or prospective Transferee to the extent provided in Section 13.4;
(ii) to legal counsel, accountants and other professional advisors to that
Lender to the extent necessary to advise that Lender concerning its rights or
obligations in respect of this Agreement; provided that such professional
advisor agrees to hold any Confidential Information which it may receive in
confidence and not to disclose or use such Confidential Information for any
purpose other than advising that Lender with respect to its rights and
obligations under this Agreement; (iii) to regulatory officials to the extent
required by applicable law, rule, regulations, order, policy or directive
(whether or not any such policy or directive has the force of law); and (iv)
pursuant to any order of any court, arbitrator or Governmental Authority of
competent jurisdiction (or as otherwise required by law); provided, however,
that the Lender (or other Person given Confidential Information by such Lender)
shall provide the Company with prompt notice of any such required disclosure so
that the Company may seek a protective order or other appropriate remedy, and in
the event that such protective order or other remedy is not obtained, such
Lender (or such other Person) will furnish only that portion of the Confidential
Information which is legally required. As used herein, "Non-Confidential
Information" shall mean any information which (a) is or becomes generally
available to the public other than as a result of a disclosure by the Lender or
the Lender's representatives, or (b) becomes available to the Lender on a
non-confidential basis from a source other than the Company or one of its agents
or (c) was known to the Lender on a non-confidential basis prior to its
disclosure to the Lender by the Company or one of its agents. Notwithstanding
anything herein to the contrary, confidential information shall not include, and
each Lender (and each employee, representative or other agent of any Lender) may
disclose to any and all Persons, without limitation of any kind, the "tax
treatment" and "tax structure" (in each case, within the meaning of Treasury
Regulation Section 1.6011-4) of the transactions contemplated hereby and all
materials of any kind (including opinions or other tax analyses) that are or
have been provided to the Lender relating to such "tax treatment" or "tax
structure"; provided that with respect to any document or similar item that in
either case contains information concerning the "tax treatment" or "tax
structure" of the transactions contemplated hereby as well as other information,
this sentence shall only apply to such portions of the document or similar item
that relate to the "tax treatment" or "tax structure" of the transactions
contemplated hereby.

         10.12    Nonreliance. Each Lender hereby represents that it is not
relying on or looking to any Margin Stock for the repayment of the Loans
provided for herein.


<PAGE>

                                   ARTICLE XI

                                    THE AGENT

         11.1     Appointment; Nature of Relationship. Bank One is hereby
appointed by the Lenders as the Agent hereunder and under each other Loan
Document, and each of the Lenders irrevocably authorizes the Agent to act as the
contractual representative of such Lender with the rights and duties expressly
set forth herein and in the other Loan Documents. The Agent agrees to act as
such contractual representative upon the express conditions contained in this
Article XI. Notwithstanding the use of the defined term "Agent," it is expressly
understood and agreed that the Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that the Agent is merely acting as the contractual representative
of the Lenders with only those duties as are expressly set forth in this
Agreement and the other Loan Documents. In its capacity as the Lenders'
contractual representative, the Agent (i) does not hereby assume any fiduciary
duties to any of the Lenders, (ii) is a "representative" of the Lenders within
the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting
as an independent contractor, the rights and duties of which are limited to
those expressly set forth in this Agreement and the other Loan Documents. Each
of the Lenders hereby agrees to assert no claim against the Agent on any agency
theory or any other theory of liability for breach of fiduciary duty, all of
which claims each Lender hereby waives.

         11.2     Powers. The Agent shall have and may exercise such powers
under the Loan Documents as are specifically delegated to the Agent by the terms
of each thereof, together with such powers as are reasonably incidental thereto.
The Agent shall not have any implied duties to the Lenders, or any obligation to
the Lenders to take any action thereunder except any action specifically
provided by the Loan Documents to be taken by the Agent.

         11.3     General Immunity. Neither Agent nor any of its directors,
officers, agents or employees shall be liable to the Borrowers, the Lenders or
any Lender for (a) any action taken or omitted to be taken by it or them
hereunder or under any other Loan Document or in connection herewith or
therewith except to the extent such action or inaction is determined in a final
non-appealable judgment by a court of competent jurisdiction to have arisen from
the gross negligence or willful misconduct of such Person; or (b) any
determination by the Agent that compliance with any law or any governmental or
quasi-governmental rule, regulation, order, policy, guideline or directive
(whether or not having the force of law) requires the Advances and Commitments
hereunder to be classified as being part of a "highly leveraged transaction".

         11.4     No Responsibility for Loans, Recitals, etc. Neither the Agent
nor any of its directors, officers, agents or employees shall be responsible for
or have any duty to ascertain, inquire into, or verify (i) any statement,
warranty or representation made in connection with any Loan Document or any
borrowing hereunder; (ii) the performance or observance of any of the covenants
or agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (iii) the satisfaction of any condition specified in Article IV; (iv)
the validity, enforceability, effectiveness, sufficiency or genuineness of any
Loan Document or any other instrument or writing furnished in connection
therewith; (v) the value, sufficiency, creation, perfection or priority of any
Lien in any collateral security; (vi) the existence or possible existence of any
Default or Unmatured Default; or (vii) the financial condition of any Borrower
or Guarantor or any of their respective Subsidiaries. The Agent shall not have
any duty to disclose to the Lenders information that is not required to be
furnished by the Borrowers to the Agent at the time, but is voluntarily
furnished by the Borrowers to the Agent (either in its capacity as the Agent or
in its individual capacity).


<PAGE>

         11.5     Action on Instructions of Lenders. The Agent shall in all
cases be fully protected in acting, or in refraining from acting, hereunder and
under any other Loan Document in accordance with written instructions signed by
the Required Lenders (or all Lenders if required under Section 8.2.1), and such
instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders and on all holders of the Obligations. The Lenders
hereby acknowledge that the Agent shall not be under any duty to take any
discretionary action permitted to be taken by it pursuant to the provisions of
this Agreement or any other Loan Document unless it shall be requested in
writing to do so by the Required Lenders. The Agent shall be fully justified in
failing or refusing to take any action hereunder and under any other Loan
Document unless it shall first be indemnified to its satisfaction by the Lenders
pro rata against any and all liability, cost and expense that it may incur by
reason of taking or continuing to take any such action.

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

         11.7     Reliance on Documents; Counsel. The Agent shall be entitled to
rely upon any Note, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper Person or Persons, and, in respect to
legal matters, upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.

         11.8     Agent's Reimbursement and Indemnification. The Lenders agree
to reimburse and indemnify (to the extent not reimbursed by a Borrower and
without limiting the obligation of any Borrower to do so) the Agent ratably in
proportion to the U.S. Dollar Equivalent of their respective Commitments (or, if
the Commitments have been terminated, in proportion to the U.S. Dollar
Equivalent of their respective Commitments immediately prior to such
termination) (i) for any amounts not reimbursed by the Company for which the
Agent is entitled to reimbursement by the Company or the other Borrowers under
the Loan Documents, (ii) for any other expenses incurred by the Agent on behalf
of the Lenders, in connection with the preparation, execution, delivery,
administration and enforcement of the Loan Documents (including, without
limitation, for any expenses incurred by the Agent in connection with any
dispute between the Agent and any Lender or between two or more of the Lenders)
and (iii) for any liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind and nature
whatsoever which may be imposed on, incurred by or asserted against the Agent in
any way relating to or arising out of the Loan Documents or any other document
delivered in connection therewith or the transactions contemplated thereby
(including, without limitation, for any such amounts incurred by or asserted
against the Agent in connection with any dispute between the Agent and any
Lender or between two or more of the Lenders), or the enforcement of any of the
terms thereof or of any such other documents, provided that no Lender shall be
liable for any of the foregoing to the extent any of the foregoing is found in a
final non-appealable judgment by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the Agent. The
obligations of the Lenders under this Section 11.8 shall survive payment of the
Obligations and termination of this Agreement.

<PAGE>

         11.9     Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Unmatured Default
hereunder unless the Agent has received written notice from a Lender or a
Borrower referring to this Agreement describing such Default or Unmatured
Default and stating that such notice is a "notice of default". In the event that
the Agent receives such a notice, the Agent shall give prompt notice thereof to
the Lenders.

         11.10    Rights as a Lender. In the event the Agent is a Lender, the
Agent shall have the same rights and powers hereunder and under any other Loan
Document as any Lender and may exercise the same as though it were not an Agent,
and the term "Lender" or "Lenders" shall, at any time when the Agent is a
Lender, unless the context otherwise indicates, include the Agent in its
individual capacity. The Agent and its Affiliates may accept deposits from, lend
money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Agreement or any other
Loan Document, with the Company or any of its Subsidiaries in which the Company
or such Subsidiary is not restricted hereby from engaging with any other Person.

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

         11.12    Successor Agent. The Agent may resign at any time by giving
written notice thereof to the Lenders and the Company, such resignation to be
effective upon the appointment of a successor Agent or, if no such successor
Agent has been appointed, forty-five days after the retiring Agent gives notice
of its intention to resign. The Agent may be removed at any time with or without
cause by written notice received by the Agent from the Required Lenders and,
unless a Default has occurred and is continuing, the Company, such removal to be
effective on the date specified by the Required Lenders and, unless a Default
has occurred and is continuing, the Company. Upon any such resignation or
removal, the Required Lenders shall have the right to appoint, with the consent
of the Company (unless a Default has occurred and is continuing), on behalf of
the Borrowers and the Lenders, a successor Agent to the Agent. If no such
successor Agent shall have been so appointed by the Required Lenders within
thirty days after such resigning Agent's giving notice of its intention to
resign, then such resigning Agent may appoint, with the consent of the Company
(unless a Default has occurred and is continuing), on behalf of the Company and
the Lenders, a successor Agent for itself. If the Agent has resigned or been
removed and no successor Agent has been appointed, the Lenders may perform all
the duties of the Agent hereunder and the Company shall make all payments in
respect of the Obligations to the applicable Lender and for all other purposes
shall deal directly with the Lenders. No successor Agent shall be deemed to be
appointed hereunder until such successor Agent has accepted the appointment. Any
such successor Agent shall be a commercial bank having capital and retained
earnings of at least $500,000,000. Upon the acceptance of any appointment as an
Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the resigning or removed Agent. Upon the effectiveness of the resignation or
removal of the Agent, the resigning or removed Agent shall be discharged from
its duties and obligations hereunder and under the Loan Documents. After the
effectiveness of the resignation or removal of an Agent, the provisions of this
Article XI shall continue in effect for the benefit of the Agent in respect of
any actions taken or omitted to be taken by it while it was acting as an Agent
hereunder and under the other Loan Documents.


<PAGE>

         11.13    Right to Indemnity. The Agent shall be fully justified in
failing or refusing to take any action hereunder unless it shall first be
indemnified to its satisfaction by the Lenders pro rata against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action.

         11.14    Delegation to Affiliates. The Borrowers and the Lenders agree
that the Agent may delegate any of its duties under this Agreement to any of its
Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents
and employees) which performs duties in connection with this Agreement shall be
entitled to the same benefits of the indemnification, waiver, and other
protective provisions to which the Agent is entitled under Articles X and XI.

                                   ARTICLE XII

                        SETOFF; ADJUSTMENTS AMONG LENDERS

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

         12.2     Ratable Payments. If any Lender, whether by setoff or
otherwise, has payment made to it upon its Obligations owing from a Borrower
(other than payments received pursuant to Section 3.1, 3.2, 3.4, 3.6 or 10.7) in
a greater proportion than that received by any other Lender on its Obligations
owing from such Borrower, such Lender agrees, promptly upon demand, to purchase
a portion of the Advances to such Borrower held by the other Lenders so that
after such purchase each Lender will hold its ratable proportion of Advances to
such Borrower. If any Lender, whether in connection with setoff or amounts which
might be subject to setoff or otherwise, receives any protection for its
Obligations or such amounts which may be subject to setoff, such Lender agrees,
promptly upon demand, to take such action necessary such that all Lenders share
in the benefits of such protection ratably in proportion to their Aggregate
Total Outstandings (in accordance with the formula set forth in the next
sentence).

                                  ARTICLE XIII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         13.1     Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrowers and
the Lenders and their respective successors and assigns, except that (i) the
Borrowers shall not have the right to assign their rights or obligations under
the Loan Documents and (ii) any assignment by any Lender must be made in
compliance with Section 13.3. Notwithstanding clause (ii) of this Section, any
Lender may at any time, without the consent of the Borrowers or the Agent,
assign all or any portion of its rights under this Agreement, and the Loan
Documents to a Federal Reserve Bank; provided, however, that no such assignment
to a Federal Reserve Bank shall release the transferor Lender from its
obligations hereunder. The Agent may treat the payee of any Loan Document as the
owner thereof for all purposes hereof unless and until such payee


<PAGE>

complies with Section 13.3 in the case of an assignment thereof or, in the case
of any other transfer, a written notice of the transfer is filed with the Agent.
Any assignee or transferee of any of the Advances or a Note agrees by acceptance
thereof to be bound by all the terms and provisions of the Loan Documents. Any
request, authority or consent of any Person, who at the time of making such
request or giving such authority or consent is the owner of any of the Advances
or a holder of any Note, shall be conclusive and binding on any subsequent
holder, transferee or assignee of such Note or of any Note or Notes issued in
exchange therefor.

         13.2     Participations.

         13.2.1   Permitted Participants; Effect. Subject to Section 13.4, any
Lender may, in the ordinary course of its business and in accordance with
applicable law, at any time sell to one or more banks or other entities
("Participants") participating interests in any Obligations owing to such
Lender, any Note held by such Lender, any Commitment of such Lender or any other
interest of such Lender under the Loan Documents. In the event of any such sale
by a Lender of participating interests to a Participant, such Lender's
obligations under the Loan Documents shall remain unchanged, such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, such Lender shall remain the holder of any such Obligations or
Note for all purposes under the Loan Documents, all amounts payable by the
Borrowers under this Agreement shall be determined as if such Lender had not
sold such participating interests (including without limitation payments with
respect to Non-Excluded Taxes), and the Borrowers and the Agent shall continue
to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under the Loan Documents.

         13.2.2   Voting Rights. Each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment, modification or
waiver of any provision of the Loan Documents other than any amendment,
modification or waiver with respect to any Loan or Commitment in which such
Participant has an interest which forgives principal, interest or fees or
reduces the interest rate or fees payable with respect to any such Loan or
Commitment, extends the Facility Termination Date, postpones any date fixed for
any regularly-scheduled payment of principal of, or interest or fees on, any
such Loan or Commitment, releases the Company as guarantor of any such Loan or
releases all or substantially all of the collateral, if any, securing any such
Loan.

         13.3     Assignments.

         13.3.1   Permitted Assignments. Subject to Section 13.4, any Lender
may, in the ordinary course of its business and in accordance with applicable
law, at any time assign to one or more banks, finance companies, insurance
companies or other financial institutions or funds that are engaged in making,
purchasing or otherwise investing in commercial loans in the ordinary course of
its business or any other entity ("Purchasers") all or any part of its rights
and obligations under the Loan Documents. Such assignment shall be substantially
in the form of Exhibit J hereto (an "Assignment") or in such other form as may
be agreed to by the parties thereto. The consent of the Agent, any Issuer and
the Company shall be required prior to an assignment becoming effective, which
consent shall not be unreasonably withheld or delayed and shall not be required
if such assignment is to another Lender or to an Affiliate of a Lender;
provided, upon and during the continuance of any Default, the consent of the
Company shall not be required. Each such assignment shall be in an amount not
less than the lesser of (i) $5,000,000 and in multiples of $1,000,000 (or its
approximate equivalent in the relevant Available Foreign Currency) or (ii)
unless such assignment is of the entire amount of the commitments of such
Lender, the remaining amount of the assigning Lender's Commitment (calculated as
at the date of such assignment) shall not be less than $5,000,000 (or its
approximate equivalent thereof in the relevant Available Foreign Currency).


<PAGE>

         13.3.2   Effect; Effective Date. Upon (i) delivery to the Agent of an
Assignment, together with any consents required by Section 13.3.1, and (ii)
payment of a $3,500 fee to the Agent for processing such assignment, such
assignment shall become effective on the effective date specified in such Notice
of Assignment. The Notice of Assignment shall contain a representation by the
Purchaser to the effect that none of the consideration used to make the purchase
of the Commitment and Loans under the applicable assignment agreement are "plan
assets" as defined under ERISA and that the rights and interests of the
Purchaser in and under the Loan Documents will not be "plan assets" under ERISA.
On and after the effective date of such assignment, such Purchaser shall for all
purposes be a Lender party to this Agreement and any other Loan Document
executed by the Lenders and shall have all the rights and obligations of a
Lender under the Loan Documents, to the same extent as if it were an original
party hereto, and no further consent or action by the Company, the Lenders or
the Agent shall be required to release the transferor Lender with respect to the
percentage of the Aggregate Commitments and Advances assigned to such Purchaser.
Upon the consummation of any assignment to a Purchaser pursuant to this Section
13.3.2, the transferor Lender, the Agent and the Company shall make appropriate
arrangements so that replacement Notes, if applicable, are issued to such
transferor Lender and new Notes or, as appropriate, replacement Notes, are
issued to such Purchaser, in each case in principal amounts reflecting their
respective Commitments, as adjusted pursuant to such assignment.

         13.3.3   (i) Notwithstanding anything to the contrary contained herein,
any Lender (a "Designating Lender") may, with the prior written approval of the
Company (which approval shall not be unreasonably withheld), grant to one or
more special purpose funding vehicles (each, an "SPV", identified as such in
writing from time to time by the Designating Lender to the Agent and the
Company, the option to provide to a Borrower all or any part of any Loan that
such Designating Lender would otherwise be obligated to make to such Borrower
pursuant to this Agreement, provided that (A) nothing herein shall constitute a
commitment by any SPV to make any Loan, (B) if any SPV elects not to exercise
such option or otherwise fails to provide all or any part of such Loan, the
Designating Lender shall be obligated to make such Loan pursuant to the terms
hereof, (C) the Designating Lender shall remain liable for any indemnity or
other payment obligation with respect to its Commitments hereunder and (D) the
Borrowers shall not incur any additional costs or expenses as a result of any
such grant by a Designated Lender to an SPV. The making of a Loan by an SPV
hereunder shall utilize the relevant Commitment of the Designating Lender to the
same extent, and as if, such Loan were made by such Designating Lender.

         (ii)     As to any Loans or portion thereof made by it, each SPV shall
have all the rights that a Lender making such Loans or portion thereof would
have had under this Agreement; provided, however, that each SPV shall have
granted to its Designating Lender an irrevocable power of attorney, to deliver
and receive all communications and notices under this Agreement (and any related
documents) and to exercise on such SPV's behalf, all of such SPV's voting rights
under this Agreement. No additional Note shall be required to evidence the Loans
or portion thereof made by an SPV; and the related Designating Lender shall be
deemed to hold its Note as agent for such SPV to the extent of the Loans or
portion thereof funded by such SPV. In addition, any payments for the account of
any SPV shall be paid to its Designating Lender as agent for such SPV.

         (iii)    Each party hereto hereby agrees that no SPV shall be liable
for any indemnity or payment under this Agreement for which a Lender would
otherwise be liable. In furtherance of the foregoing, each party hereto hereby
agrees (which agreements shall survive the termination of this Agreement) that,
prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPV, it will
not institute against, or join any other person in instituting against, such SPV
any bankruptcy, reorganization, arrangement insolvency or liquidation
proceedings under the laws of the United States or any State thereof.


<PAGE>

         (iv)     In addition, subject to Section 13.4, any SPV may, with the
prior written approval of the Company (which approval shall not be unreasonably
withheld), (A) at any time and without paying any processing fee therefor,
assign or participate all or a portion of its interest in any Loans to the
Designating Lender or to any financial institutions providing liquidity and/or
credit support to or for the account of such SPV to support the funding or
maintenance of Loans and (B) disclose on a confidential basis any non-public
information relating to its Loans to any rating agency, commercial paper dealer
or provider of any surety, guarantee or credit or liquidity enhancements to such
SPV. This 13.3.3 may not be amended without the written consent of any
Designating Lender affected thereby.

         13.4     Dissemination of Information. Each Borrower authorizes each
Lender to disclose to any Participant or Purchaser or any other Person acquiring
an interest in the Loan Documents by operation of law (each a "Transferee") and
any prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Company and its Subsidiaries, provided
that each Transferee and prospective Transferee agrees to be bound by Section
10.12.

         13.5     Tax Treatment. If any interest in any Loan Document is
transferred to any Transferee that is organized under the laws of any
jurisdiction other than the United States or any State thereof (in the case of a
Transferee that is a Lender to the Company or a Domestic Subsidiary Borrower),
or of the jurisdiction in which a Foreign Subsidiary Borrower is located (in the
case of a Transferee which is a Lender to such Foreign Subsidiary Borrower), the
transferor Lender shall cause such Transferee, concurrently with the
effectiveness of such transfer, to comply with the provisions of Section 3.6.

                                   ARTICLE XIV

                                     NOTICES

         14.1     Notices. Except as otherwise permitted by Section 2.11 with
respect to borrowing notices, all notices, requests and other communications to
any party hereunder shall be in writing (including electronic transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of a Borrower or the Agent, at its address, facsimile number or
e-mail address set forth on the signature pages hereof, (y) in the case of any
Lender, at its address, facsimile number or e-mail address set forth below its
signature hereto or otherwise established pursuant to an Assignment or (z) in
the case of any party, at such other address, facsimile number or e-mail address
as such party may hereafter specify for the purpose by notice to the Agent and
the Borrowers in accordance with the provisions of this Section 14.1. Each such
notice, request or other communication shall be effective (i) if given by
facsimile transmission, when transmitted to the facsimile number specified in
this Section and confirmation of receipt is received, (ii) if given by mail, 72
hours after such communication is deposited in the mails with first class
postage prepaid, addressed as aforesaid, (iii) if given by electronic
transmission, when transmitted and received (with an appropriate confirmation of
receipt of delivery), all pursuant to procedures approved by the Agent, provided
that the approval of such procedures may be modified or revoked by the Agent
from time to time with prior notice to the Company and may be limited to
particular notices or other communications, or (iv) if given by any other means,
when delivered at the address specified in this Section; provided that notices
to the Agent under Article II shall not be effective until received.

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

                                   ARTICLE XV


<PAGE>

                                  COUNTERPARTS

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

                                   ARTICLE XVI

                    CHOICE OF LAW, CONSENT TO JURISDICTION,
                     WAIVER OF JURY TRIAL, JUDGMENT CURRENCY

         16.1     CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING
A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1
ET SEQ, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE
STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL
BANKS.

         16.2     WAIVER OF JURY TRIAL. EACH BORROWER, THE AGENT AND EACH LENDER
HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER.

         16.3     Submission To Jurisdiction; Waivers. (a) Each Borrower hereby
irrevocably and unconditionally:

                           (i)      submits for itself and its property in any
                  legal action or proceeding relating to this Agreement and the
                  other Loan Documents to which it is a party, or for
                  recognition and enforcement of any judgment in respect
                  thereof, to the non-exclusive general jurisdiction of any
                  United States federal or Illinois state court sitting in
                  Chicago, Illinois and appellate courts from any thereof;

                           (ii)     consents that any such action or proceeding
                  may be brought in such courts and waives any objection that it
                  may now or hereafter have to the venue of any such action or
                  proceeding in any such court or that such action or proceeding
                  was brought in an inconvenient court and agrees not to plead
                  or claim the same;

                           (iii)    agrees that service of process in any such
                  action or proceeding may be effected by mailing a copy thereof
                  by registered or certified mail (or any substantially similar
                  form of mail), postage prepaid, to the Company or such Foreign
                  Subsidiary Borrower, as the case may be, at the address
                  specified in Section 14.1, or at such other address of which
                  the Agent shall have been notified pursuant thereto;

                           (iv)     agrees that nothing herein shall affect the
                  right to effect service of process in any other manner
                  permitted by law or shall limit the right to sue in any other
                  jurisdiction; and


<PAGE>

                           (v)      waives, to the maximum extent not prohibited
                  by law, any right it may have to claim or recover in any legal
                  action or proceeding referred to in this subsection any
                  special, exemplary, punitive or consequential damages.

         (b)      Each Subsidiary Borrower hereby irrevocably appoints the
Company as its agent for service of process in any proceeding referred to in
Section 16.3(i) and agrees that service of process in any such proceeding may be
made by mailing or delivering a copy thereof to it care of Company at its
address for notices set forth in Section 14.1.

         16.4     Acknowledgments. Each Borrower hereby acknowledges that:

                  (a)      it has been advised by counsel in the negotiation,
         execution and delivery of this Agreement and the other Loan Documents;

                  (b)      none of the Agent or any Lender has any fiduciary
         relationship with or duty to such Borrower arising out of or in
         connection with this Agreement or any of the other Loan Documents, and
         the relationship between the Agent and the Lenders, on the one hand,
         and the Borrowers, on the other hand, in connection herewith or
         therewith is solely that of debtor and creditor; and

                  (c)      no joint venture is created hereby or by the other
         Loan Documents or otherwise exists by virtue of the transactions
         contemplated hereby among the Lenders or among the Borrowers and the
         Lenders.

         16.5     Power of Attorney. Each Subsidiary Borrower hereby grants to
the Company an irrevocable power of attorney to act as its attorney-in-fact with
regard to matters relating to this Agreement and each other Loan Document,
including, without limitation, execution and delivery of any amendments,
supplements, waivers or other modifications hereto or thereto, receipt of any
notices hereunder or thereunder and receipt of service of process in connection
herewith or therewith. Each Subsidiary Borrower hereby explicitly acknowledges
that the Agent and each Lender have executed and delivered this Agreement and
each other Loan Document to which it is a party, and has performed its
obligations under this Agreement and each other Loan Document to which it is a
party, in reliance upon the irrevocable grant of such power of attorney pursuant
to this subsection. The power of attorney granted by each Subsidiary Borrower
hereunder is coupled with an interest.

         16.6     Judgment. (a) If for the purpose of obtaining judgment in any
court it is necessary to convert a sum due hereunder in one currency into
another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, under applicable law that the rate of exchange used shall be
that at which in accordance with normal banking procedures the Agent could
purchase the first currency with such other currency in the city in which it
normally conducts its foreign exchange operation for the first currency on the
Business Day preceding the day on which final judgment is given.

         (b)      The obligation of each Borrower in respect of any sum due from
it to any Lender hereunder shall, notwithstanding any judgment in a currency
(the "Judgment Currency") other than that in which such sum is denominated in
accordance with the applicable provisions of this Agreement (the "Agreement
Currency"), be discharged only to the extent that on the Business Day following
receipt by such Lender of any sum adjudged to be so due in the Judgment Currency
such Lender may in accordance with normal banking procedures purchase the
Agreement Currency with the Judgment Currency; if the amount of Agreement
Currency so purchased is less than the sum originally due to such Lender in the
Agreement Currency, such Borrower agrees notwithstanding any such judgment to
indemnify such


<PAGE>

Lender against such loss, and if the amount of the Agreement Currency so
purchased exceeds the sum originally due to any Lender, such Lender agrees to
remit to such Borrower such excess.

         IN WITNESS WHEREOF, the Borrowers, the Lenders and the Agent have
executed this Agreement as of the date first above written.

                                DIEBOLD, INCORPORATED

                                By: /s/ Charee Francis-Vogelsang

                                Print Name: Charee Francis-Vogelsang

                                Title: Vice President and Secretary

                                DIEBOLD GLOBAL FINANCE CENTRE
                                     LIMITED, as a Subsidiary Borrower
                                DIEBOLD INTERNATIONAL LIMITED,
                                     as a Subsidiary Borrower
                                DIEBOLD SELF-SERVICE SOLUTIONS
                                     LIMITED LIABILITY COMPANY,
                                     as a Subsidiary Borrower
                                DIEBOLD AUSTRALIA PTY LTD, as a
                                     Subsidiary Borrower

                                By: /s/ Robert J. Warren

                                Print Name: Robert J. Warren

                                Title: Authorized Signatory

                                Address for notices for each Borrower:

                                5995 Mayfair Road
                                North Canton, Ohio 44720-1507

                                Attention: Chief Financial Officer and Assistant
                                Treasurer
                                Fax: 330-490-6823
                                E-mail: mcdannt@diebold.com


<PAGE>

                                BANK ONE, NA, as Agent and as a Lender

                                By: /s/ Lisa Whatley

                                Print Name: Lisa Whatley

                                Title: Director

                                1111 Polaris Parkway
                                Columbus, Ohio 43240

                                Attention: Paul Harris
                                Fax: 614-213-3135
                                E-mail: paul_a_harris@bankone.com

                                ABN-AMRO BANK, N.V.

                                By: /s/ Kathleen Ross /s/ Angela Noique

                                Print Name: Kathleen Ross
                                            Angela Noique

                                Title: Senior Vice President
                                       Group Vice President

                                135 LaSalle Street - Suite 625
                                Chicago, Illinois 60603

                                Attention: Angela Noique
                                Fax: 312-606-8425
                                E-mail: Angela.Noique@abnamro.com

                                BANK OF AMERICA, N.A.

                                By: /s/ Megan McBride

                                Print Name: Megan McBride

                                Title: Principal

                                231 S. LaSalle Street, MC IL 1-231-10-10
                                Chicago, IL 60697-1010
                                Fax: 312-828-5140
                                Attention: Megan McBride
                                E-mail: megan.mcbride@bankofamerica.com


<PAGE>

                                JPMORGAN CHASE BANK

                                By: /s/ Dennis J. Dombek

                                Print Name: Dennis J. Dombek

                                Title: Vice President

                                250 West Huron Road
                                Cleveland, Ohio 44113-1451

                                Attention: Hank Centa
                                Fax: 216-479-2732
                                E-mail: henry.w.centa@jpmorgan.com

                                KEYBANK NATIONAL ASSOCIATION

                                By: /s/ Marianne T. Meil

                                Print Name: Marianne T. Meil

                                Title: Vice President

                                127 Public Square
                                OH01-27-0606
                                Cleveland, OH 44114
                                Attention: Maryanne Meil
                                Fax: 216-689-4981
                                E-mail: ______________________

                                NATIONAL CITY BANK

                                By: /s/ Dale F. Klose for John M. Osberg

                                Print Name: Dale F. Klose

                                Title: Senior Vice President, Division Manager

                                1900 E. Ninth Street
                                Locator Code: 2077
                                Cleveland, OH 44114

                                Attention: John Osberg
                                Fax: 216-222-0003
                                E-mail: john.osberg@nationalcity.com



<PAGE>

                                THE BANK OF NEW YORK

                                By: /s/ Kenneth R. McDonnell

                                Print Name: Kenneth R. McDonnel

                                Title: Vice President

                                One Wall Street, 21st Floor
                                New York, NY 10286

                                Attention: Ken McDonnell
                                Fax: 212-635-6434
                                E-mail: kmcdonnell@bankofny.com

                                US BANK NA

                                By: /s/ David J. Dannemiller

                                Print Name: David J. Dannemiller

                                Title: Vice President

                                Attention: David Dannemiller
                                Fax: 216-623-9208
                                E-mail: David.Dannemiller@USBank.com

                                HSBC BANK USA

                                By: /s/ Rochelle Foster

                                Print Name: Rochelle Foster

                                Title: Senior Vice President

                                Attention: James Monahan
                                Fax: 212-525-2479
                                E-mail: Jim.Monahan@us.hsbc.com



<PAGE>

                                THE GOVERNOR AND COMPANY OF THE
                                BANK OF IRELAND

                                By: /s/ Edmund Magee /s/ Barry Heraty

                                Print Name: Edmund Magee Barry Heraty

                                Title:      Director     Manager

                                Attention: Barry Heraty
                                Fax: +353-1-604-4025
                                E-mail: barry.heraty@boimail.com

                                PNC BANK, NATIONAL ASSOCIATION

                                By: /s/ Joseph G. Moran

                                Print Name: Joseph G. Moran

                                Title: Vice President/Managing Director

                                1375 E. 9th Street, #2430
                                Cleveland, Ohio 44114

                                Attention: Joseph G. Moran
                                Fax: 216-348-8594
                                E-mail: joseph.moran@pncbank.com


<PAGE>

                                    EXHIBIT A

                                PRICING SCHEDULE

         The Applicable Margin for Floating Rate Loans, Eurodollar Loans and
Multicurrency Loans, the Facility Fee payable pursuant to Section 2.5 and the
Letter of Credit Fee payable pursuant to Section 2.15.6 shall, subject to the
last sentence of this Exhibit A, be determined in accordance with the Pricing
Matrix set forth below based on the Company's Total Net Debt to Capitalization
Ratio in effect from time to time.

Pricing Matrix (in basis points)

<TABLE>
<CAPTION>
                                                                        Applicable
                                                                        Eurodollar/
                                                                        Eurocurrency
                                                                        Margin for
                                                                      Revolving Credit
               Total Net Debt                        Floating Rate          Loans,
                     to                                Margin for    Multicurrency Loans
                Capitalization                         Revolving     and Letter of Credit
 Level               Ratio            Facility Fee    Credit Loans          Fees
-----------------------------------------------------------------------------------------
<S>            <C>                    <C>            <C>             <C>
I              < 25%                      8.0 b.p.        0.0 b.p.         37.0 b.p.
-----------------------------------------------------------------------------------------
II             > or = 25% but < 35%      10.0 b.p.        0.0 b.p.         45.0 b.p
-----------------------------------------------------------------------------------------
III            > or = 35% but < 45%      15.0 b.p.        0.0 b.p.         55.0 b.p.
-----------------------------------------------------------------------------------------
IV             > or = 45%                20.0 b.p.        0.0 b.p.         75.0 b.p.
-----------------------------------------------------------------------------------------
</TABLE>

         If the Aggregate Total Outstandings of all Lenders exceeds 33% of the
Aggregate Commitments of all Lenders, the Eurodollar, Eurocurrency and Letter of
Credit Fee Applicable Margin will increase by 10.0 basis points at every level
on the Pricing Matrix.

         Such Applicable Margin shall be determined in accordance with the
foregoing Pricing Matrix based on the Company's level as reflected in the most
recent financial statements of the Company delivered pursuant to Section 6.1(i)
and (ii) of the Loan Agreement. Adjustments, if any, to the Applicable Margin
shall be effective 50 days after the end of each of the first three fiscal
quarters of each fiscal year of the Company and 95 days after the end of each
fiscal year of the Company, commencing with the first such day after the
Effective Date. If the Borrower fails to deliver the financial statements
required pursuant to Section 6.1(i) or (ii) at the time required or any other
Default has occurred and is continuing, then the Applicable Margin shall be the
highest Applicable Margin set forth in the foregoing Pricing Matrix until such
Default is cured or waived under the Agreement. Notwithstanding the foregoing,
the Applicable Margin for the period from the Effective Date until it shall be
adjusted for the first time shall be the Level I Applicable Margin described
above.


<PAGE>

                                    EXHIBIT B

                                  OPINIONS FOR
                          DOMESTIC SUBSIDIARY BORROWERS

         1.       The Domestic Subsidiary Borrower is duly organized, validly
existing and in good standing under the laws of _______________ [specify the
jurisdiction of its organization] (the "Jurisdiction").

         2.       The Domestic Subsidiary Borrower has the power and authority,
and the legal right, to make, deliver and perform its obligations under the Loan
Agreement and the other Loan Documents to which it is a party (collectively, the
"Domestic Subsidiary Loan Documents") and to borrow under the Loan Agreement.
The Domestic Subsidiary Borrower has taken all necessary corporate and other
action to authorize the performance of its obligations under the Domestic
Subsidiary Loan Documents and to authorize the execution, delivery and
performance of the Domestic Subsidiary Loan Documents.

         3.       Except for consents, authorizations, approvals, notices and
filings described on the attached Schedule 1, if any, all of which have been
obtained, made or waived and are in full force and effect, no consent or
authorization of, approval by, notice to, filing with or other act by or in
respect of, any Governmental Authority is required in connection with the
borrowings by the Domestic Subsidiary Borrower under the Domestic Subsidiary
Loan Documents or with the execution, delivery, performance, validity or
enforceability of any of the Domestic Subsidiary Loan Documents.

         4.       The Domestic Subsidiary Loan Documents have been duly executed
and delivered on behalf of the Domestic Subsidiary Borrower.

         5.       The execution and delivery of the Domestic Subsidiary Loan
Documents by the Domestic Subsidiary Borrower, the performance of its
obligations thereunder, the consummation of the transactions contemplated
thereby, the compliance by the Domestic Subsidiary Borrower with any of the
provisions thereof, the borrowings under the Loan Agreement and the use of
proceeds thereof, all as provided therein, (a) will not violate, or constitute a
default under, any Requirement of Law applicable to the Domestic Subsidiary
Borrower and (b) will not result in, or require, the creation or imposition of
any Lien on any of its properties or revenues pursuant to any such Requirement
of Law.

         6.       In any action or proceeding arising out of or relating to the
Domestic Subsidiary Loan Documents in any court in the Jurisdiction, such court
would recognize and give effect to the choice of law provisions in the Domestic
Subsidiary Loan Documents wherein the parties thereto agree that the Domestic
Subsidiary Loan Documents shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Illinois.

         7.       The submission by the Domestic Subsidiary Borrower to the
non-exclusive jurisdiction of any Illinois State court or United States federal
court sitting in Chicago, Illinois is valid and binding under the laws of the
Jurisdiction.

<PAGE>

                                    EXHIBIT C

                                  OPINIONS FOR
                          FOREIGN SUBSIDIARY BORROWERS

         1.       The Foreign Subsidiary Borrower is duly organized, validly
existing and in good standing under the laws of _______________ [specify the
jurisdiction of its organization] (the "Jurisdiction").

         2.       The Foreign Subsidiary Borrower has the power and authority,
and the legal right, to make, deliver and perform its obligations under the Loan
Agreement and the other Loan Documents to which it is a party (collectively, the
"Foreign Subsidiary Loan Documents") and to borrow under the Loan Agreement. The
Foreign Subsidiary Borrower has taken all necessary corporate and other action
to authorize the performance of its obligations under the Foreign Subsidiary
Loan Documents and to authorize the execution, delivery and performance of the
Foreign Subsidiary Loan Documents.

         3.       Except for consents, authorizations, approvals, notices and
filings described on the attached Schedule 1, all of which have been obtained,
made or waived and are in full force and effect, no consent or authorization of,
approval by, notice to, filing with or other act by or in respect of, any
Governmental Authority is required in connection with the borrowings by the
Foreign Subsidiary Borrower under the Foreign Subsidiary Loan Documents or with
the execution, delivery, performance, validity or enforceability of any of the
Foreign Subsidiary Loan Documents.

         4.       The Foreign Subsidiary Loan Documents have been duly executed
and delivered on behalf of the Foreign Subsidiary Borrower.

         5.       The execution and delivery of the Foreign Subsidiary Loan
Documents by the Foreign Subsidiary Borrower, the performance of its obligations
thereunder, the consummation of the transactions contemplated thereby, the
compliance by the Foreign Subsidiary Borrower with any of the provisions
thereof, the borrowings under the Loan Agreement and the use of proceeds
thereof, all as provided therein, (a) will not violate, or constitute a default
under, any Requirement of Law applicable to the Foreign Subsidiary Borrower and
(b) will not result in, or require, the creation or imposition of any Lien on
any of its properties or revenues pursuant to any such Requirement of Law.

         6.       There are no taxes imposed by the Jurisdiction (a) on or by
virtue of the execution, delivery, enforcement or performance of the Foreign
Subsidiary Loan Documents and or (b) on any payment to be made by the Foreign
Subsidiary Borrower pursuant to the Foreign Subsidiary Loan Documents other than
any Non-Excluded Taxes payable by the Foreign Subsidiary Borrower as provided in
the Loan Agreement.

         7.       To ensure the legality, validity, enforceability or
admissibility in evidence of the Foreign Subsidiary Loan Documents it is not
necessary that any Foreign Subsidiary Loan Documents or any other document be
filed, registered or recorded with, or executed or notarized before, any court
of other authority of the Jurisdiction or that any registration charge or stamp
or similar tax be paid on or in respect of the Foreign Subsidiary Loan
Documents, except for those described on Schedule 1 hereto, all of which have
been duly made.


<PAGE>

         8.       The Foreign Subsidiary Loan Documents are in proper legal form
under the laws of the Jurisdiction for the enforcement thereof against the
Foreign Subsidiary Borrower under the laws of the Jurisdiction.

         9.       In any action or proceeding arising out of or relating to the
Foreign Subsidiary Loan Documents in any court in the Jurisdiction, such court
would recognize and give effect to the choice of law provisions in the Foreign
Subsidiary Loan Documents wherein the parties thereto agree that the Foreign
Subsidiary Loan Documents shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Illinois.

         10.      It is not necessary under the laws of the Jurisdiction (a) in
order to enable the Agent and the Lenders or any of them to enforce their
respective rights of the Foreign Subsidiary Loan Documents or (b) by reason of
the execution of the Foreign Subsidiary Loan Documents or the performance of the
Foreign Subsidiary Loan Documents that any of them should be licensed, qualified
or entitled to carry on business in the Jurisdiction.

         11.      Neither the Agent nor any of the Lenders will be deemed to be
resident, domiciled, carrying on business or subject to taxation in the
Jurisdiction merely by reason of the execution of the Foreign Subsidiary Loan
Documents or the performance or enforcement of any thereof. The performance by
the Agent and the Lenders or any of them of any action required or permitted
under the Foreign Subsidiary Loan Documents will not violate any law or
regulation, or be contrary to the public policy, of the Jurisdiction.

         12.      If any judgment of a competent court outside the Jurisdiction
were rendered against the Foreign Subsidiary Borrower in connection with any
action arising out of or relating to the Foreign Subsidiary Loan Documents, such
judgment would be recognized and could be sued upon in the courts of the
Jurisdiction, and such courts could grant a judgment which would be enforceable
against the Foreign Subsidiary Borrower in the Jurisdiction without any retrial
unless it is shown that (a) the foreign court did not have jurisdiction in
accordance with its jurisdictional rules, (b) the party against whom the
judgment of such foreign court was obtained had no notice of the proceedings or
(c) the judgment of such foreign court was obtained through collusion or fraud
or was based upon clear mistake of fact or law.

         13.      The submission by the Foreign Subsidiary Borrower to the
non-exclusive jurisdiction of any Illinois State court or United States federal
court sitting in Chicago, Illinois is valid and binding under the laws of the
Jurisdiction.


<PAGE>

                                    EXHIBIT D

                               GUARANTY AGREEMENT

                                     PARTIES

         THIS GUARANTY AGREEMENT, dated as of April 30, 2003 (this "Guaranty"),
is made by each of the undersigned (collectively, the "Guarantors") in favor of
each of the Lenders as defined below.

                                    RECITALS

         A.       Diebold, Incorporated, an Ohio corporation (the "Company"),
the Subsidiary Borrowers from time to time parties thereto (the "Subsidiary
Borrowers", and together with the Company, the "Borrowers"), the lenders from
time to time parties hereto (the "Lenders"), and Bank One, NA, a national
banking association, as agent for the Lenders (in such capacity, the "Agent")
have executed an Amended and Restated Loan Agreement dated as of the date hereof
(as amended or modified from time to time, and together with any agreement
executed in replacement therefor or otherwise refinancing such credit agreement,
the "Loan Agreement", and the Loan Agreement, the Loan Documents (as defined in
the Loan Agreement), any Rate Hedging Agreements among any Borrowers and any
Lenders or their Affiliates, and all other agreements and instruments among the
Borrowers, the Agent and the Lenders, or any of them, executed in connection
therewith, whether now or hereafter executed, and any supplements or
modifications thereof and any agreements or instruments issued in exchange or
replacement therefor, collectively referred to as the "Agreements").

         B.       Pursuant to the terms of the Agreements the Lenders have
agreed to make certain extensions of credit to the Borrowers.

         C.       Each Guarantor is an affiliate of the Borrowers, the Borrowers
and the Guarantors are engaged in related businesses, and the Guarantors have
derived or will derive substantial direct and indirect benefit from the making
of the extensions of credit by the Lenders.

         D.       The obligation of the Lenders to make or continue to make
certain extensions of credit under the Loan Agreement are conditioned upon,
among other things, the execution and delivery by the Guarantors of this
Guaranty, and the extensions of credit under the Loan Agreement were made in
reliance upon the issuance of this Guaranty.

                                    AGREEMENT

         In consideration of the premises and to induce the Lenders to make
loans, extend credit or make other financial accommodations, and to continue to
keep such credit and other financial accommodations available to the Borrowers,
each Guarantor hereby agrees with and for the benefit of the Lenders as follows:



<PAGE>

         1.       Defined Terms. As used in this Guaranty, terms defined in the
first paragraph of this Guaranty and in the recital paragraphs are used herein
as defined therein, and the following terms shall have the following meanings:

                  "Cumulative Guarantors" shall mean the Guarantors and all
other future guarantors of the Guaranteed Obligations.

                  "Guaranteed Obligations" shall mean all indebtedness,
obligations and liabilities of any kind of each of the Borrowers to any of the
Lenders or the Agent in connection with or pursuant to the Agreements, including
without limitation, all principal, interest (including but without limitation
interest which, but for the filing of a bankruptcy petition, would have accrued
on the principal amount of the Guaranteed Obligations), reimbursement
obligations, indemnity obligations, charges, fees and costs and expenses,
including without limitation reasonable fees and expenses of counsel, in each
case whether now existing or hereafter arising, direct or indirect, absolute or
contingent, joint and/or several, secured or unsecured, arising by operation of
law or otherwise.

All other capitalized terms used but not defined herein shall have the meanings
ascribed thereto in the Loan Agreement.

         2.       Guarantee. (a) Each Guarantor hereby guarantees to the Lenders
and the Agent, irrevocably, absolutely and unconditionally, as primary obligor
and not as surety only, the prompt and complete payment of the Guaranteed
Obligations. Notwithstanding the foregoing or anything else herein to the
contrary, any Guarantor that is a Foreign Subsidiary shall guarantee only the
Guaranteed Obligations consisting of Obligations of Foreign Subsidiary Borrowers
organized in the jurisdiction in which such Guarantor is organized.

                  (b)      All payments to be made under this Guaranty (except
pursuant to paragraph (c) below) shall be made to each Lender pro rata in
accordance with the unpaid amount of Guaranteed Obligations held by each Lender
at the time of such payment.

                  (c)      The Guarantors agree to make prompt payment, on
demand, of any and all reasonable costs and expenses incurred by the Agent or
any Lender in connection with enforcing the obligations of any of the Guarantors
hereunder, including without limitation the reasonable fees and disbursements of
counsel.

         3.       Consents to Renewals, Modifications and other Actions and
Events. This Guaranty and all of the obligations of the Guarantors hereunder
shall remain in full force and effect without regard to and shall not be
released, affected or impaired by: (a) any amendment, assignment, transfer,
modification of or addition or supplement to the Guaranteed Obligations or any
Agreement; (b) any extension, indulgence, increase in the Guaranteed Obligations
or other action or inaction in respect of any of the Agreements or otherwise
with respect to the Guaranteed Obligations, or any acceptance of security for,
or other guaranties of, any of the Guaranteed Obligations or Agreements, or any
surrender, release, exchange, impairment or alteration of any such security or
guaranties including without limitation the failing to perfect a security
interest in any such security or abstaining from taking advantage of or
realizing upon any other guaranties or upon any security interest in any such
security; (c) any default by any Borrower under, or any lack of due execution,
invalidity or unenforceability of, or any irregularity or other defect in, any
of the Agreements; (d) any waiver by any Lender or the Agent or any other person
of any required performance or otherwise of any condition precedent or waiver of
any requirement imposed by any of the Agreements, any other guaranties or
otherwise with respect to the Guaranteed Obligations; (e) any exercise or
non-exercise of any right, remedy, power or privilege in respect of this
Guaranty, any other guaranty or any of the Agreements; (f) any



<PAGE>

sale, lease, transfer or other disposition of the assets of any Borrower or any
consolidation or merger of any Borrower with or into any other person,
corporation, or entity, or any transfer or other disposition of any shares of
Capital Stock of any Borrower; (g) any bankruptcy, insolvency, reorganization or
similar proceedings involving or affecting any Borrower or any other guarantor
of the Guaranteed Obligations; (h) the release or discharge of any Borrower or
Guarantor from the performance or observance of any agreement, covenant, term or
condition under any of the Guaranteed Obligations or contained in any of the
Agreements, of any Cumulative Guarantor or of this Guaranty, by operation of law
or otherwise; or (i) any other cause whether similar or dissimilar to the
foregoing which, in the absence of this provision, would release, affect or
impair the obligations, covenants, agreements and duties of any Guarantor
hereunder, including without limitation any act or omission by any Lender or the
Agent or any other any person which increases the scope of any Guarantor's risk;
and in each case described in this paragraph whether or not any Guarantor shall
have notice or knowledge of any of the foregoing, each of which is specifically
waived by each Guarantor. Each Guarantor warrants to the Lenders and the Agent
that it has adequate means to obtain from each Borrower on a continuing basis
information concerning the financial condition and other matters with respect to
each Borrower and that it is not relying on any Lender or the Agent to provide
such information either now or in the future.

         4.       Waivers, Etc. Each Guarantor unconditionally waives: (a)
notice of any of the matters referred to in Paragraph 3 above; (b) all notices
which may be required by statute, rule of law or otherwise to preserve any
rights of any Lender or the Agent, including, without limitation, notice to the
Guarantors of default, presentment to and demand of payment or performance from
any Borrower and protest for non-payment or dishonor; (c) any right to the
exercise by any Lender or the Agent of any right, remedy, power or privilege in
connection with any of the Agreements; (d) any requirement of diligence or
marshaling on the part of any Lender or the Agent; (e) any requirement that any
Lender or the Agent, in the event of any default by any Borrower, first make
demand upon or seek to enforce remedies against, any Borrower or any other
Cumulative Guarantor before demanding payment under or seeking to enforce this
Guaranty; (f) any right to notice of the disposition of any security which any
Lender or the Agent may hold from any Borrower or otherwise and any right to
object to the commercial reasonableness of the disposition of any such security;
and (g) all errors and omissions in connection with any Lender's or the Agent's
administration of any of the Guaranteed Obligations, any of the Agreements or
any other Cumulative Guarantor, or any other act or omission of any Lender or
the Agent which changes the scope of such Guarantor's risk. The obligations of
each Guarantor hereunder shall be complete and binding forthwith upon the
execution of this Guaranty by it and subject to no condition whatsoever,
precedent or otherwise, and notice of acceptance hereof or action in reliance
hereon shall not be required.

         5.       Nature of Guaranty; Payments. This Guaranty is an absolute,
unconditional, irrevocable and continuing guaranty of payment and not a guaranty
of collection, and is wholly independent of and in addition to other rights and
remedies of any Lender or the Agent with respect to any Borrower, any
collateral, any Cumulative Guarantor or otherwise, and it is not contingent upon
the pursuit by any Lender or the Agent of any such rights and remedies, such
pursuit being hereby waived by each Guarantor. The obligations of each Guarantor
hereunder shall be continuing and shall continue (regardless of any statute of
limitations otherwise applicable) and cover and include all the Guaranteed
Obligations of each Borrower accruing or in the process of accruing to the
Lenders or the Agent before the Agent delivers to the Guarantors a release of
this Guaranty, which is in writing, refers specifically to this Guaranty, and is
signed by a President, a Senior Vice President, or a Vice President of the
Agent. Nothing shall discharge or satisfy the liability of any Guarantor
hereunder except the full and irrevocable payment and performance of all of the
Guaranteed Obligations and the expiration or termination of all the Agreements.
All payments to be made by the Guarantors hereunder shall be made without
set-offs or counterclaim, and each Guarantor hereby waives the assertion of any
such set-offs or counterclaims in any proceeding to enforce its obligations
hereunder. All payments to be made by each Guarantor hereunder shall also be
made without



<PAGE>

deduction or withholding for, or on account of, any present or future taxes or
other similar charges of whatsoever nature, provided that if any Guarantor is
nevertheless required by law to make any deduction or withholding, such
Guarantor shall pay to the Lenders and the Agent such additional amounts as may
be necessary to ensure that the Lenders and the Agent shall receive a net sum
equal to the sum which it would have received had no such deduction or
withholding been made. Each Guarantor agrees that, if at any time all or any
part of any payment previously applied by any Lender or the Agent to any of the
Guaranteed Obligations must be returned by such Lender or the Agent for any
reason, whether by court order, administrative order, or settlement and whether
as a "voidable preference", "fraudulent conveyance" or otherwise, each Guarantor
remains liable for the full amount returned as if such amount had never been
received by such Lender or the Agent, notwithstanding any termination of this
Guaranty or any cancellation of any of the Agreements and the Guaranteed
Obligations and all obligations of each Guarantor hereunder shall be reinstated
in such case.

         6.       Evidence of Guaranteed Obligations. Each Lender's and the
Agent's books and records showing the Guaranteed Obligations shall be admissible
in any action or proceeding, shall be binding upon each Guarantor for the
purpose of establishing the Guaranteed Obligations due from the Borrowers and
shall constitute prima facie proof, absent manifest error, of the Guaranteed
Obligations of the Borrowers to such Lender or the Agent, as well as the
obligations of each Guarantor to such Lender or the Agent.

         7.       Subordination, Subrogation, Contribution, Etc. Each Guarantor
agrees that all present and future indebtedness, obligations and liabilities of
the Borrowers to such Guarantor shall be fully subordinate and junior in right
and priority of payment to any indebtedness of the Borrowers to the Lenders, and
no Guarantor shall have any right of subrogation, contribution (including but
without limitation the contribution and subrogation rights granted below),
reimbursement or indemnity whatsoever nor any right of recourse to security for
the debts and obligations of the Borrowers unless and until all Guaranteed
Obligations shall have been paid in full, such payment is not subject to any
possibility of revocation or rescission and all Agreements have expired or been
terminated. Subject to the preceding sentence, if any Guarantor makes a payment
in respect of the Guaranteed Obligations it shall be subrogated to the rights of
the payee against the Borrowers with respect to such payment and shall have the
rights of contribution set forth below against all other Cumulative Guarantors
and each Guarantor agrees that all other Cumulative Guarantors shall have the
rights of contribution against it set forth below. If any Guarantor makes a
payment in respect of the Guaranteed Obligations that is smaller in proportion
to its Payment Share (as hereinafter defined) than such payments made by the
other Cumulative Guarantors are in proportion to the amounts of their respective
Payment Shares, such Guarantor shall, when permitted by the first sentence of
this Section 7, pay to the other Guarantors an amount such that the net payments
made by the Cumulative Guarantors in respect of the Guaranteed Obligations shall
be shared among the Cumulative Guarantors pro rata in proportion to their
respective Payment Shares. If any Guarantor receives any payment by way of
subrogation that is greater in proportion to the amount of its Payment Share
than the payments received by the other Cumulative Guarantors are in proportion
to the amounts of their respective Payment Shares, such Guarantor shall, when
permitted by the first sentence of this Section 7, pay to the other Cumulative
Guarantors an amount such that the subrogation payments received by the
Guarantors shall be shared among the Cumulative Guarantors pro rata in
proportion to their respective Payment Shares.

         For purposes of this Guaranty, the "Payment Share" of any Cumulative
Guarantor shall be the sum of (a) the aggregate proceeds of the Guaranteed
Obligations received by such Guarantor (and, if received subject to a repayment
obligation, remaining unpaid on the Determination Date, as hereinafter defined),
plus (b) the product of (i) the aggregate Guaranteed Obligations remaining
unpaid on the date such Guaranteed Obligations become due and payable in full,
whether by stated maturity, acceleration or otherwise (the "Determination Date")
reduced by the amount of such Guaranteed Obligations attributed to all of the
Cumulative Guarantors pursuant to clause (a) above, times (ii) a fraction, the
numerator of which is such



<PAGE>

Guarantor's net worth on the effective date of this Guaranty (determined as of
the end of the immediately preceding fiscal reporting period of the Guarantor),
and the denominator of which is the aggregate net worth of all of the Cumulative
Guarantors, determined for each Cumulative Guarantor on the respective effective
date of the guaranty signed by such Cumulative Guarantor.

         8.       Assignment by Lenders. Each Lender and the Agent shall have
the right to assign and transfer this Guaranty to any assignee of any portion of
the Guaranteed Obligations. Each Lender's and the Agent's successors and assigns
hereunder shall have the right to rely upon and enforce this Guaranty.

         9.       Joint and Several Obligations. The obligations of the
Guarantors hereunder and all other Cumulative Guarantors shall be joint and
several and each Guarantor shall be liable for all of the Guaranteed Obligations
to the extent provided herein regardless of any other Cumulative Guarantors, and
each Lender and the Agent shall have the right, in its sole discretion to pursue
its remedies against any Guarantor without the need to pursue its remedies
against any other Cumulative Guarantor, whether now or hereafter in existence,
or against any one or more Cumulative Guarantors separately or against any two
or more jointly, or against some separately and some jointly.

         10.      Representations and Warranties. Each Guarantor hereby
represents and warrants to the Lenders and the Agent that:

                  (a)      the execution, delivery and performance by the
Guarantor of this Guaranty are within its corporate powers, have been duly
authorized by all necessary corporate action, require no action by or in respect
of, or filing with, any governmental body, agency or official, and do not
contravene or constitute a default under, any provision of applicable law or
regulation or of the articles of incorporation or other charter documents or
bylaws of such Guarantor, or of any agreement, judgment, injunction, order,
decree or other instrument binding upon such Guarantor, or result in the
creation or imposition of any lien, security interest or other charge or
encumbrance on any asset of such Guarantor;

                  (b)      this Guaranty constitutes a legal, valid and binding
agreement of each Guarantor, enforceable against the Guarantor in accordance
with its terms;

                  (c)      as of the date hereof, each of the following is true
and correct for each Guarantor: (i) the fair saleable value and the fair
valuation of such Guarantor's property is greater than the total amount of its
liabilities (including contingent liabilities) and greater than the amount that
would be required to pay its probable aggregate liability on its existing debts
as they become absolute and matured, (ii) each Guarantor's capital is not
unreasonably small in relation to its current and/or contemplated business or
other undertaken transactions, and (iii) each Guarantor does not intend to
incur, or believe that it will incur, debt beyond its ability to pay such debts
as they become due; and

                  (d)      the Borrowers, the Guarantors and the other
affiliates of the Borrowers are engaged as an integrated group in related
businesses; that the integrated operation requires financing on such a basis
that credit supplied to the Borrowers can be made available from time to time to
various subsidiaries of the Borrowers, as required for the continued successful
operation of the integrated group as a whole; and that each Guarantor has
requested the Lenders to continue to lend and to make credit available to the
Borrowers for the purpose of financing the integrated operations of the
Borrowers and its subsidiaries, including each Guarantor, with each Guarantor
expecting to derive benefit, direct or indirectly, from the loans and other
credit extended by the Lenders to the Borrowers, both in such Guarantor's
separate capacity and as a member of the integrated group, inasmuch as the
successful operation and condition of each Guarantor is dependent upon the
continued successful performance of the functions of the integrated group as a
whole. Each of the Guarantors hereby determines and agrees that the execution,
delivery and performance of this



<PAGE>

Guaranty are necessary and convenient to the conduct, promotion or attainment of
the business of such Guarantor and in furtherance of the corporate purposes of
such Guarantor.

         11.      Binding on Successors and Assigns. This Guaranty shall be the
valid, binding and enforceable obligation of the Guarantors and their successors
and assigns.

         12.      Indemnity. As a separate, additional and continuing
obligation, each Guarantor unconditionally and irrevocably undertakes and agrees
with each Lender and the Agent that, should the Guaranteed Obligations not be
recoverable from any Guarantor as guarantor under this Guaranty for any reason
whatsoever (including, without limitation, by reason of any provision of any of
the Guaranteed Obligations or the Agreements being or becoming void,
unenforceable, or otherwise invalid under any applicable law) then,
notwithstanding any knowledge thereof by any Lender or the Agent at any time,
each Guarantor as original and independent obligor, upon demand by the Agent,
will make payment to the Lenders and the Agent of the Guaranteed Obligations by
way of a full indemnity.

         13.      Cumulative Rights and Remedies, Etc. The obligations of each
Guarantor under this Guaranty are continuing obligations and a new cause of
action shall arise in respect of each default hereunder. No course of dealing on
the part of any Lender or the Agent, nor any delay or failure on the part of any
Lender or the Agent in exercising any right, power or privilege hereunder, shall
operate as a waiver of such right, power, or privilege or otherwise prejudice
the Lenders' or the Agent's rights and remedies hereunder; nor shall any single
or partial exercise thereof preclude any further exercise thereof or the
exercise of any other right, power or privilege. No right or remedy conferred
upon or reserved to any Lender or the Agent under this Guaranty is intended to
be exclusive of any other right or remedy, and every right and remedy shall be
cumulative and in addition to every other right or remedy given hereunder or now
or hereafter existing under any applicable law. Every right and remedy given by
this Guaranty or by applicable law to the Lenders and the Agent may be exercised
from time to time and as often as may be deemed expedient by any Lender or the
Agent.

         14.      Severability. If any one or more provisions of this Guaranty
should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected, impaired, prejudiced or disturbed thereby, and any
provision hereunder found partially unenforceable shall be interpreted to be
enforceable to the fullest extent possible. If at any time all or any portion of
the obligation of any Guarantor under this Guaranty would otherwise be
determined by a court of competent jurisdiction to be invalid, unenforceable or
avoidable under Section 548 of the federal Bankruptcy Code or under any
fraudulent conveyance or transfer laws or similar applicable law of any
jurisdiction, then notwithstanding any other provisions of this Guaranty to the
contrary such obligation or portion thereof of such Guarantor under this
Guaranty shall be limited to the greatest of (i) the value of any quantified
economic benefits accruing to such Guarantor as a result of this Guaranty, (ii)
an amount equal to 95% of the excess on the date the relevant Guaranteed
Obligations were incurred of the present fair saleable value of the assets of
such Guarantor over the amount of all liabilities of such Guarantor, contingent
or otherwise, and (iii) the maximum amount of which this Guaranty is determined
to be enforceable.

         15.      Merger; Amendments; Headings. This Guaranty is intended as a
final expression of the subject matter hereof and is also intended as a complete
and exclusive statement of the terms hereof. Each Guarantor's liability
hereunder is independent of and in addition to its liability under any other
guaranty previously of subsequently executed. No course of dealing, course of
performance or trade usage, and no parole evidence of any nature, shall be used
to supplement or modify any terms hereof, nor are there any conditions to the
full effectiveness of this Guaranty. None of the terms and provisions of this
Guaranty may be waived, altered, modified or amended in any way except by an
instrument in writing executed by duly



<PAGE>

authorized officers of the Agent and the Guarantors. The headings of the various
paragraphs hereof are for the convenience of reference only and shall in no way
modify any of the terms hereof.

         16.      CHOICE OF LAW. THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1
ET SEQ, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE
STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL
BANKS.

         17.      WAIVER OF JURY TRIAL. EACH GUARANTOR, AND THE AGENT AND EACH
LENDER IN ACCEPTING THIS GUARANTY, HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN
TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH THIS GUARANTY OR THE RELATIONSHIP ESTABLISHED HEREUNDER.

         18.      Submission To Jurisdiction; Waivers. (a) Each Guarantor hereby
irrevocably and unconditionally:

                           (i)      submits for itself and its property in any
                  legal action or proceeding relating to this Guaranty, or for
                  recognition and enforcement of any judgment in respect hereof,
                  to the non-exclusive general jurisdiction of any United States
                  federal or Illinois state court sitting in Chicago, Illinois
                  and appellate courts from any thereof;

                           (ii)     consents that any such action or proceeding
                  may be brought in such courts and waives any objection that it
                  may now or hereafter have to the venue of any such action or
                  proceeding in any such court or that such action or proceeding
                  was brought in an inconvenient court and agrees not to plead
                  or claim the same;

                           (iii)    agrees that service of process in any such
                  action or proceeding may be effected by mailing a copy thereof
                  by registered or certified mail (or any substantially similar
                  form of mail), postage prepaid, to such Guarantor at the
                  address specified in Section 19, or at such other address of
                  which the Agent shall have been notified pursuant thereto;

                           (iv)     agrees that nothing herein shall affect the
                  right to effect service of process in any other manner
                  permitted by law or shall limit the right to sue in any other
                  jurisdiction; and

                           (v)      waives, to the maximum extent not prohibited
                  by law, any right it may have to claim or recover in any legal
                  action or proceeding referred to in this subsection any
                  special, exemplary, punitive or consequential damages.

         19.      Notices. Any notice, demand, consent or request given or made
to each Guarantor by any Lender or the Agent shall be deemed to have been duly
given or made if sent in writing (including telecommunications) to such
Guarantor to the address or telex or telecopy number set forth below the name of
such Guarantor on the signature page hereof, or at such other address or telex
or telecopy number as such Guarantor may hereafter specify to the Agent in
writing. All notices or other communications sent by means of telecopy, telex or
other wire transmission shall be made with request for assurance of receipt in a
manner typical with respect to communications of that type. Written notices or
other communications shall


<PAGE>

be deemed delivered upon receipt if delivered by hand or by telecopy, three
Business Days after mailing if mailed, or one Business Day after deposit with an
overnight courier service if delivered by overnight courier. Notices or other
communications delivered by hand shall be deemed delivered upon receipt.

         EXECUTED and effective as of the day and year first above written.

                                 DIEBOLD INVESTMENT COMPANY
                                 DIEBOLD FINANCE COMPANY, INC.

                                 By:____________________________________________
                                 Print Name:____________________________________
                                 Their:_________________________________________

                                          Wilmington Trust Company
                                          Rodney Square North
                                          1100 North Market St.
                                          Wilmington, DE 19890

                                 DIEBOLD HOLDING COMPANY, INC.
                                 DIEBOLD ELECTION SYSTEMS, INC.

                                 By:____________________________________________
                                 Print Name: Charee Francis-Vogelsang
                                 Their: Vice President and Assistant Secretary

                                          Diebold, Incorporated
                                          5995 Mayfair Rd.
                                          North Canton, OH 44720

                                 DIEBOLD CREDIT CORPORATION
                                 DIEBOLD SST HOLDING COMPANY, INC.
                                 DIEBOLD SELF-SERVICE SYSTEMS
                                 DIEBOLD CHINA SECURITY HOLDING COMPANY, INC.
                                 DIEBOLD LATIN AMERICA HOLDING COMPANY, INC.
                                 DIEBOLD SOUTHEAST MANUFACTURING, INC.
                                 DIEBOLD MIDWEST MANUFACTURING, INC.
                                 DIEBOLD AUSTRALIA HOLDING COMPANY, INC.

                                 By:____________________________________________
                                 Print Name: Charee Francis-Vogelsang
                                 Their: Vice President and Secretary

                                          Diebold, Incorporated
                                          5995 Mayfair Rd.
                                          North Canton, OH 44720


<PAGE>

                                    EXHIBIT E

                                JOINDER AGREEMENT

                  THIS JOINDER AGREEMENT, dated as of ___________, ____, is
entered into by __________________ (the "New Subsidiary Borrower") pursuant to
the Amended and Restated Loan Agreement dated as of April 30, 2003 (as amended
or modified from time to time, the "Loan Agreement"), among Diebold,
Incorporated (the "Company"), the Subsidiary Borrowers party thereto, the
Lenders party thereto and Bank One, NA, as Agent.

                                   WITNESSETH:

                  WHEREAS, the parties to this Joinder Agreement wish to
designate the New Subsidiary Borrower as a Subsidiary Borrower under the Loan
Agreement in the manner hereinafter set forth; and

                  WHEREAS, this Joinder Agreement is entered into pursuant to
the Loan Agreement;

                  NOW, THEREFORE, in consideration of the premises, the parties
hereto hereby agree as follows:

                  1.       The New Subsidiary Borrower hereby acknowledges that
it has received and reviewed a copy of the Loan Agreement and the other Loan
Documents and unconditionally agrees to: (a) join the Loan Agreement and the
other Loan Documents as a Subsidiary Borrower, (b) be bound by, and hereby
ratifies and confirms, all covenants, agreements, consents, submissions,
appointments, acknowledgments and other terms and provisions attributable to a
Subsidiary Borrower in the Loan Agreement and the other Loan Documents; and (c)
perform all obligations required of it as a Subsidiary Borrower by the Loan
Agreement and the other Loan Documents.

                  2.       The New Subsidiary Borrower hereby represents and
warrants that the representations and warranties with respect to it contained
in, or made or deemed made by it in, the Loan Agreement and any other Loan
Document are true and correct on the date hereof.

                  3.       The address and jurisdiction of incorporation of the
New Subsidiary Borrower is set forth in Schedule A to this Joinder Agreement.

                  4.       The Company agrees that its guarantee contained in
Article IX of the Loan Agreement shall remain in full force and effect after
giving effect to this Joinder Agreement, including without limitation after
including the New Subsidiary Borrower as a Subsidiary Borrower under the Loan
Agreement.

                  5. This Joinder Agreement shall be construed in accordance
with the internal laws (including, without limitation, 735 ILCS Section 105/5-1
et seq, but otherwise without regard to the conflict of laws provisions) of the
State of Illinois, but giving effect to federal laws applicable to national
banks.

                  6.       Capitalized terms used but not defined herein shall
have the meanings ascribed thereto in the Loan Agreement.


<PAGE>

                  7.       This Joinder Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one agreement.

                  IN WITNESS WHEREOF, each of the undersigned has caused this
Joinder Agreement to be duly executed and delivered as of the day and year set
forth above.

                                        ______________________,
                                        as a Subsidiary Borrower

                                        By:_________________________________
                                        Name: ______________________________
                                        Title: _____________________________

                                        DIEBOLD, INCORPORATED

                                        By:_________________________________
                                        Name: ______________________________
                                        Title: _____________________________

Accepted and Acknowledged:

BANK ONE, NA,
as Agent

By:______________________________
Name: ___________________________
Title: __________________________


<PAGE>

                                   SCHEDULE A

                           ADMINISTRATIVE INFORMATION


<PAGE>

                                   EXHIBIT F-1
                              REVOLVING CREDIT NOTE

_______________                                                ___________, 2003

         ______________________ ("Borrower"), unconditionally promises to pay to
the order of ______________________ ("Lender") on or before the Facility
Termination Date (as defined in the Loan Agreement hereinafter referred to) for
the account of its applicable Lending Installation the principal sum of
__________________________ (_____________) or the aggregate unpaid principal
amount of all Revolving Credit Loans made by the Lender to the Borrower pursuant
to the Agreement whichever is less, in immediately available funds at the
Lending Installation of the Agent designated by the Agent for the Borrower,
together with interest on the unpaid principal amount hereof at the rates and on
the dates set forth in the Loan Agreement.

         The Lender shall, and is hereby authorized to, record in accordance
with its usual practice, the date and amount of each Revolving Credit Loan, the
date and amount of each principal payment and the date to which payment of this
Note has been extended, provided, however, that failure to do so shall not
affect the Borrower's obligation to pay amounts due hereunder.

         The Borrower expressly waives any presentments, demand, protest or
notice in connection with this Revolving Credit Note now, or hereafter, required
by applicable law.

         This Revolving Credit Note is one of the Revolving Credit Notes issued
pursuant to the provisions of the Amended and Restated Loan Agreement dated as
of April 30, 2003 among Diebold, Incorporated, the Subsidiary Borrowers party
thereto, the Lenders party thereto, and Bank One, NA, as Agent, as it may be
amended from time to time (the "Loan Agreement"), to which reference is hereby
made for a statement of the terms and conditions under which this Revolving
Credit Note may be prepaid or its maturity date extended or accelerated.

         THIS REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET SEQ,
BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF
ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
..

                                        ________________________________________

                                        By: ____________________________________

                                        Title: _________________________________


<PAGE>

                                   EXHIBIT F-2

                                    TERM NOTE

__________________                                     __________________,______

         _________________________ ("Borrower"), unconditionally promises to pay
to the order of ______________ ("Lender") on or before the Maturity Date (as
defined in the Loan Agreement hereinafter referred to) for the account of its
applicable Lending Installation the principal sum of __________________
(___________) or the aggregate unpaid principal amount of all Term Loans made by
the Lender to the Borrower pursuant to the Agreement whichever is less, in
immediately available funds at the Lending Installation of the Agent designated
by the Agent for the Borrower, together with principal installments and interest
on the unpaid principal amount hereof at the rates and on the dates set forth in
the Loan Agreement.

         The Lender shall, and is hereby authorized to, record in accordance
with its usual practice, the date and amount of each Term Loan, the date and
amount of each principal payment and the date to which payment of this Note has
been extended, provided, however, that failure to do so shall not affect the
Borrower's obligation to pay amounts due hereunder.

         The Borrower expressly waives any presentments, demand, protest or
notice in connection with this Term Note now, or hereafter, required by
applicable law.

         This Term Note is one of the Term Notes issued pursuant to the
provisions of the Amended and Restated Loan Agreement dated as of April 30, 2003
among Diebold, Incorporated, the Subsidiary Borrowers party thereto, the Lenders
party thereto, and Bank One, NA, as Agent, as it may be amended from time to
time (the "Loan Agreement"), to which reference is hereby made for a statement
of the terms and conditions under which this Term Note may be prepaid or its
maturity date extended or accelerated.

         THE TERM NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
(INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET SEQ, BUT OTHERWISE
WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

                                        ________________________________________

                                        By: ____________________________________

                                        Title: _________________________________


<PAGE>

                                    EXHIBIT G

                                 April 30, 2003

To:   The Agent and each Lender
      party to the Credit Agreement
      referred to below

      Re: Diebold, Incorporated Credit Facility With Bank One, NA, as Agent

Ladies/Gentlemen:

         We have acted as special counsel for Diebold Finance Company, Inc., a
Delaware corporation, Diebold Investment Company, a Delaware corporation,
Diebold Election Systems, Inc., a Delaware corporation, Diebold Southeast
Manufacturing, Inc., a Delaware corporation, Diebold Credit Corporation, a
Delaware corporation, Diebold Midwest Manufacturing, Inc., a Delaware
corporation, Diebold Self-Service Systems, a New York general partnership,
Diebold China Security Holding Company, Inc., a Delaware corporation, Diebold
Latin America Holding Company, Inc., a Delaware corporation, Diebold Australia
Holding Company, Inc., a Delaware corporation, Diebold Holding Company, Inc., a
Delaware corporation, and Diebold SST Company, Inc., a Delaware corporation,
(collectively, the "Guarantors"), and Diebold, Incorporated, an Ohio corporation
("Diebold" and, collectively with the Guarantors, the "Loan Parties"), in
connection with the Amended and Restated Loan Agreement, dated as of April 30,
2003 ( the "Credit Agreement"), among Diebold, certain Subsidiary Borrowers from
time to time party thereto, the lenders party thereto (collectively, the
"Lenders") and Bank One, NA, as agent for the Lenders (in such capacity, the
"Agent"). This opinion is delivered to you at the request of Diebold pursuant to
Section 4.1(e) of the Credit Agreement. Capitalized terms used in this letter
and not otherwise defined have the meanings assigned to such terms in the Credit
Agreement. With your permission, all assumptions and statements of reliance in
this letter have been made without any independent investigation or verification
on our part except to the extent, if any, otherwise expressly stated, and we
express no opinion with respect to the subject matter or accuracy of the
assumptions or items upon which we have relied.

         In connection with the opinions expressed in this letter, we have
examined such documents, records and matters of law as we have deemed necessary
for the purposes of the opinions expressed below. We have examined, among other
documents, the following:

         (1) An executed copy of the Credit Agreement;

<PAGE>

To the Agent and each Lender
April 30, 2003
Page 2

         (2) An executed copy of the Guaranty; and

         (3) An Officer's Certificate for the Loan Parties delivered to us in
connection with this letter, a copy of which is attached hereto as Annex A (the
"Officer's Certificate").

         The documents referred to in items (1) and (2) above are collectively
referred to in this letter as the "Documents."

         In all such examinations, we have assumed the legal capacity of all
natural persons executing documents, the genuineness of all signatures, the
authenticity of original and certified documents and the conformity to original
or certified copies of all copies submitted to us as conformed or reproduction
copies. As to various questions of fact relevant to the opinions expressed in
this letter, we have relied upon, and assume the accuracy of, representations
and warranties contained in the Documents and certificates and oral or written
statements and other information of or from representatives of the Loan Parties
and others and assume compliance on the part of all parties (other than the Loan
Parties) to the Documents with their covenants and agreements contained in such
Documents. In connection with the opinions in paragraph (a) below, we have
relied solely upon certificates of public officials as to the factual matters
and legal conclusions set forth therein. With respect to the opinion expressed
in paragraph (b) below, we have relied solely upon an officer's certificate
delivered to us by Diebold Holding Company, Inc. and Diebold SST Holding
Company, Inc. With respect to the opinions expressed in paragraphs (c) and (e)
below, our opinions are limited (1) to our actual knowledge, if any, of the
specially regulated business activities and properties of the Loan Parties based
solely upon an officer's certificate in respect of such matters and without any
independent investigation or verification on our part and (2) to our review of
only those laws and regulations that, in our experience, are normally applicable
to transactions of the type contemplated by the Documents.

         To the extent it may be relevant to the opinions expressed in this
letter, we have assumed that the parties to the Documents other than the Loan
Parties have the power to enter into and perform such Documents and to
consummate the transactions contemplated by such Documents and that such
Documents have been duly authorized, executed and delivered by, and constitute
legal, valid and binding obligations of, such parties.

         Based upon the foregoing, and subject to the limitations,
qualifications and assumptions set forth in this letter, we are of the opinion
that:

         (a) Each Loan Party (other than Diebold Self-Service Systems) is a
corporation validly existing and in good standing under the laws of its
jurisdiction of incorporation as of the dates listed for such corporation on the
attached Annex B.

         (b) Diebold Self-Service Systems is a general partnership, continued
under the laws of the State of New York, between Diebold Holding Company, Inc.
and Diebold SST Holding Company, Inc.

         (c) Each Loan Party has the organizational power and authority to
conduct its business substantially as described in the Officer's Certificate.

<PAGE>

To the Agent and each Lender
April 30, 2003
Page 3

         (d) The execution, delivery and performance by each Loan Party of the
Documents to which it is a party (i) have been authorized by all necessary
corporate (or, with respect to Diebold Self-Service Systems, partnership) action
by such Loan Party, (ii) do not contravene any provision of the certificate or
articles of incorporation or by-laws (or, with respect to Diebold Self-Service
Systems, its amended and restated partnership agreement) of such Loan Party,
(iii) do not violate any agreement binding upon such Loan Party or its property
or any court decree or order binding upon such Loan Party or its property (this
opinion being limited (1) to those agreements, decrees or orders that have been
identified to us in the Officer's Certificate other than agreements related to
the Industrial Revenue Bonds identified therein and (2) in that we express no
opinion with respect to any violation not readily ascertainable from the face of
any such agreement, decree or order, or arising under or based upon any cross
default provision insofar as it relates to a default under an agreement not so
identified to us, or arising under or based upon any covenant of a financial or
numerical nature or requiring computation), and (iv) will not result in or
require the creation or imposition of any security interest or lien upon any of
its properties under the provisions of any agreement or order binding upon such
Loan Party or its properties other than any rights of set-off or other liens in
favor of the Agent or the Lenders arising under any of the Documents or
applicable law (this opinion being limited to those agreements and orders that
have been identified to us in the Officer's Certificate other than agreements
related to the Industrial Revenue Bonds identified therein).

         (e) The execution and delivery to the Agent and the Lenders by each
Loan Party of the Documents to which such Loan Party is a party, the obtaining
of any Loans and Letters of Credit thereunder, and the performance by each Loan
Party of its obligations under such Documents do not violate the Delaware
General Corporation Law (the "DGCL"), the New York Partnership Law, or any
present law or present regulation of any governmental agency or authority of the
State of Ohio or the United States of America known by us to be applicable to
such Loan Party or its property.

         (f) The execution and delivery to the Agent and the Lenders by each
Loan Party of the Documents to which such Loan Party is a party, the obtaining
of any Loans and Letters of Credit thereunder, and the performance by each Loan
Party of its obligations under such Documents do not require under present law
any filing or registration by such Loan Party with, or approval or consent to
such Loan Party of, any governmental agency or authority of the States of
Delaware, New York or Ohio, or the United States of America that has not been
made or obtained except those required in the ordinary course of business.

         (g) Each of the Documents to which any Loan Party is a party has been
duly executed and delivered on behalf of such Loan Party.

         We express no opinion as to the application of, and our opinions above
are subject to the effect, if any, of, any applicable fraudulent conveyance,
fraudulent transfer, fraudulent obligation or preferential transfer law.

         The opinions expressed in this letter are limited to the federal laws
of the United States of America, the DGCL, the New York Partnership Law and the
laws of the State of Ohio.

<PAGE>

To the Agent and each Lender
April 30, 2003
Page 4

         We express no opinion as to the compliance or noncompliance, or the
effect of the compliance or noncompliance, of each of the addressees of this
letter or any other person or entity with any state or federal laws or
regulations applicable to each of them by reason of their status as or
affiliation with a federally insured depository institution. Our opinions are
limited to those expressly set forth in this letter, and we express no opinions
by implication.

         The opinions expressed in this letter are solely for the benefit of the
Agent and each Lender in connection with the transactions referred to in this
letter and may not be relied on by the Agent or any Lender for any other purpose
or in any manner or for any purpose by any other person or entity; provided,
that the Agent and each Lender may provide this opinion to each participant and
permitted assignee under the Documents and such participants and assignees may
rely on this opinion.

                                          Very truly yours,

                                                JONES DAY

<PAGE>

                                                                         Annex A

                              DIEBOLD, INCORPORATED
                              AND ITS SUBSIDIARIES

                              OFFICER'S CERTIFICATE

         Reference is made to the opinion letter of Jones Day (the "Opinion")
delivered in connection with the Amended and Restated Loan Agreement, dated as
of April 30, 2003, by and among Diebold, Incorporated and certain Subsidiary
Borrowers from time to time party thereto, as borrowers, the lenders party
thereto, as lenders, and Bank One, NA, as agent. Capitalized terms used in this
certificate and not otherwise defined have the meanings assigned to such terms
in the Opinion.

         The undersigned officer of each Loan Party hereby certifies, in
connection with the execution, delivery and performance by the Loan Parties of
the Documents, the consummation of the transactions contemplated by the
Documents and the Opinion, as follows:

         Attached as Schedule I hereto is a list of (i) all indentures,
mortgages, deeds of trust, security and/or pledge agreements, guarantees, loan
and/or credit agreements and other agreements or instruments (other than the
Documents) and (ii) all decrees and orders, in each case in clause (i) and (ii)
above, to which such Loan Party is a party or that are otherwise binding upon
such Loan Party or any of its assets or property and that contain financial or
other covenants or provisions for defaults or events of default or similar
events or occurrences or other provisions that otherwise would or could have the
effect of (a) restricting the types of provisions that any other agreement to
which such Loan Party becomes a party may contain, (b) restricting the conduct
of such Loan Party's business, the incurrence by such Loan Party of
indebtedness, guarantees, or other liabilities or obligations, or the creation
of liens upon any of such Loan Party's property or assets, or otherwise
restricting the execution, delivery, and performance of, or the consummation of
the transactions contemplated by, the Credit Agreement or any of the other
Documents to which such Loan Party is a party, or (c) resulting in, or requiring
the creation or imposition of, any lien upon any of such Loan Party's assets or
property as a result of the execution, delivery or performance of, or the
consummation of the transactions contemplated by, any of the Documents to which
such Loan Party is a party.

         No default or event of default under, or violation of, any such
agreement, instrument, decree or order exists or, immediately after giving
effect to entry into the Documents or consummation of any of the transactions
contemplated thereby, will exist.

         The nature of each Loan Party's business and the purposes of each Loan
Party is described for such Loan Party and attached as Schedule II. The Loan
Parties are not engaged in any activity or business not permitted under those
provisions of its constitutive documents specifying the nature of such Loan
Party's business and the purposes of such Loan Party. No Loan Party engages or
proposes to engage in any industry or business or activity, or own any property
or asset, that causes or would cause it to be subject to special local, state or
federal regulation not generally applicable to business organizations, other
than licensing requirements which Diebold must satisfy in numerous state and
local jurisdictions to engage in its businesses of electronic security sales,
installation and repair business and alarm monitoring in those jurisdictions.

                    [Remainder of page intentionally blank.]

<PAGE>

         IN WITNESS WHEREOF, I have hereunto set my hand as of the 30th day of
April, 2003.

                                 DIEBOLD, INCORPORATED

                                 By:____________________________________________
                                 Print Name: Charee Francis-Vogelsang
                                 Their: Vice President and Secretary

                                 DIEBOLD INVESTMENT COMPANY
                                 DIEBOLD FINANCE COMPANY, INC.

                                 By:____________________________________________
                                 Print Name: ___________________________________
                                 Their: ________________________________________

                                 DIEBOLD HOLDING COMPANY, INC.
                                 DIEBOLD ELECTION SYSTEMS, INC.

                                 By:____________________________________________
                                 Print Name: Charee Francis-Vogelsang
                                 Their: Vice President and Assistant Secretary

                                 DIEBOLD CREDIT CORPORATION
                                 DIEBOLD SST HOLDING COMPANY, INC.
                                 DIEBOLD SELF-SERVICE SYSTEMS
                                 DIEBOLD CHINA SECURITY HOLDING COMPANY, INC.
                                 DIEBOLD LATIN AMERICA HOLDING COMPANY, INC.
                                 DIEBOLD SOUTHEAST MANUFACTURING, INC.
                                 DIEBOLD MIDWEST MANUFACTURING, INC.
                                 DIEBOLD AUSTRALIA HOLDING COMPANY, INC.

                                 By:____________________________________________
                                 Print Name: Charee Francis-Vogelsang
                                 Their: Vice President and Secretary

<PAGE>

                                   SCHEDULE I
                            TO OFFICER'S CERTIFICATE

                     MATERIAL AGREEMENTS, DECREES AND ORDERS

         Agreements

                  Agreements with respect to the (i) $5,800,000.00 Industrial
Development Authority of Danville, Virginia Adjustable Rate Industrial Revenue
Bonds, Series 1997 (Diebold, Incorporated Project), (ii) $7,500,000.00
Industrial Development Authority of Staunton, Virginia Adjustable Rate
Industrial Revenue Bonds, Series 1997 (Diebold, Incorporated Project), and (iii)
$7,500,000.00 Davidson County Industrial Facilities and Pollution Control
Financing Authority Adjustable Rate Industrial Development Revenue Bonds, Series
1997 (Diebold, Incorporated Project).

         Decrees and Orders

                  None.

<PAGE>

                                   SCHEDULE II
                            TO OFFICER'S CERTIFICATE

                             DESCRIPTION OF BUSINESS

         The Loan Parties develop, manufacture, sell and service automated
teller machines ("ATMs"), electronic and physical security systems, various
products used to equip bank facilities, and software and integrated systems for
global financial and commercial markets.

<PAGE>

                                                                         Annex B

                                  GOOD STANDING

<TABLE>
<CAPTION>
                 COMPANY                           DOMESTIC JURISDICTION         DATE
----------------------------------------         -------------------------     --------
<S>                                              <C>                           <C>
Diebold, Incorporated                                      Ohio                 4/3/03

Diebold Finance Company, Inc.                              Delaware             4/7/03

Diebold Investment Company                                 Delaware             4/7/03

Diebold Election Systems, Inc.                             Delaware             4/3/03

Diebold Southeast Manufacturing, Inc.                      Delaware             4/3/03

Diebold Credit Corporation, Inc.                           Delaware             4/3/03

Diebold Midwest Manufacturing, Inc.                        Delaware             4/3/03

Diebold China Security Holding Company                     Delaware             4/_/03

Diebold Latin America Holding Company                      Delaware             4/_/03

Diebold Australia Holding Company                          Delaware             4/_/03

Diebold Holding Company                                    Delaware             4/_/03

Diebold SST Holding Company                                Delaware             4/_/03
</TABLE>

<PAGE>

                                    EXHIBIT H

                           MONEY TRANSFER INSTRUCTIONS

AS SUPPLIED BY THE COMPANY TO THE AGENT PRIOR TO CLOSING

WIRING INSTRUCTIONS CAN BE CHANGED ONLY WITH THE WRITTEN CONSENT OF TWO
AUTHORIZED OFFICERS



<PAGE>

                                    EXHIBIT I

                             COMPLIANCE CERTIFICATE

To:      The Agent and Lenders parties to the
         Credit Agreement Described Below

         This Compliance Certificate is furnished pursuant to that certain
Amended and Restated Loan Agreement dated as of April 30, 2003 (as amended,
modified, renewed or extended from time to time, the "Agreement") among DIEBOLD,
INCORPORATED (the "Company"), certain Subsidiary Borrowers, the lenders party
thereto and BANK ONE, NA, as Agent for the Lenders. Unless otherwise defined
herein, capitalized terms used in this Certificate have the meanings ascribed
thereto in the Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

         1. I am the duly elected _____________________ of the Company;

         2. I have reviewed the terms of the Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions
and conditions of the Company and its Subsidiaries during the accounting period
covered by the attached financial statements;

         3. The examinations described in paragraph 2 did not disclose, and I
have no knowledge of, the existence of any condition or event which constitutes
a Default or Unmatured Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate, except as set forth below; and

         4. Schedule I attached hereto sets forth financial data and
computations evidencing the Company's compliance with Section 6.18 and 6.19 of
the Agreement and calculations of the Applicable Margin, all of which data and
computations are true, complete and correct.

         Described below are the exceptions, if any, to paragraph 3 by listing,
in detail, the nature of the condition or event, the period during which it has
existed and the action which the Company has taken, is taking, or proposes to
take with respect to each such condition or event:

         _______________________________________________________________________

         _______________________________________________________________________

         _______________________________________________________________________

         _______________________________________________________________________

         The foregoing certifications, together with the computations set forth
in Schedule I hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this day of _______, ___.

                                                  ________________________



<PAGE>

                      SCHEDULE I TO COMPLIANCE CERTIFICATE

                   Compliance Calculations for Loan Agreement

                 CALCULATION AS OF _____________________, ______

<TABLE>
<S>        <C>                                                       <C>                          <C>
A.         Leverage Ratio (Section 6.18)

           1.   Total Net Debt of the Company and its
                Subsidiaries                                         $_________________

           2.   Net Worth                                            $_________________

           3.   Total Net Debt to Capitalization Ratio
                (Ratio of Line A1 to Line A1                                                      (must be no greater
                + Line A2)                                           _____________:1.00           than 0.50 to 1.00)

B.         Interest Coverage Ratio (Section 6.19)

           1.   Consolidated Net Income for past
                four fiscal quarters                                 $_________________

           2.   Income taxes for past four fiscal
                quarters subtracted in calculating
                Consolidated Net Income                              $_________________

           3.   Interest expense
                for past four fiscal quarters
                subtracted in calculating
                Consolidated Net Income                              $_________________

           4.   EBIT (sum of lines F1, F2 and F3)                    $_________________

           5.   Interest Expense                                     $_________________

           6.   Ratio of Line B4 to Line B5                          _____________:1.00           (ratio of Line B4
                                                                                                  to B5 must not be
                                                                                                  less than 5.00 to 1.00)
</TABLE>

<PAGE>

                                    EXHIBIT J

                              ASSIGNMENT AGREEMENT

         This Assignment Agreement (this "Assignment Agreement") between________
__________________________________ (the "Assignor") and ________________________
________________ (the "Assignee") is dated as of ____________________, _______.
The parties hereto agree as follows:

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

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

         3. EFFECTIVE DATE. The effective date of this Assignment Agreement (the
"Effective Date") shall be the later of the date specified in Item 5 of Schedule
1 or two Business Days (or such shorter period agreed to by the Agent) after
this Assignment Agreement, together with any consents required under the Loan
Agreement, are delivered to the Agent. In no event will the Effective Date occur
if the payments required to be made by the Assignee to the Assignor on the
Effective Date are not made on the proposed Effective Date.

         4. PAYMENT OBLIGATIONS. In consideration for the sale and assignment of
Loans hereunder, the Assignee shall pay the Assignor, on the Effective Date, the
amount agreed to by the Assignor and the Assignee. On and after the Effective
Date, the Assignee shall be entitled to receive from the Agent all payments of
principal, interest and fees with respect to the interest assigned hereby. The
Assignee will promptly remit to the Assignor any interest on Loans and fees
received from the Agent which relate to the portion of the Commitments or Loans
assigned to the Assignee hereunder for periods prior to the Effective Date and
not previously paid by the Assignee to the Assignor. In the event that either
party hereto receives any payment to which the other party hereto is entitled
under this Assignment Agreement, then the party receiving such amount shall
promptly remit it to the other party hereto.

         5. RECORDATION FEE. The Assignor and Assignee each agree to pay
one-half of the recordation fee required to be paid to the Agent in connection
with this Assignment Agreement unless otherwise agreed among the Assignee and
the Assignor.

         6. REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S
LIABILITY. The Assignor represents and warrants that (i) it is the legal and
beneficial owner of the interest being assigned by it hereunder, (ii) such
interest is free and clear of any adverse claim created by the Assignor and
(iii) the execution and delivery of this Assignment Agreement by the Assignor is
duly authorized. It is understood and agreed that the assignment and assumption
hereunder are made without recourse to the Assignor and that the Assignor makes
no other representation or warranty of any kind to



<PAGE>

the Assignee. Neither the Assignor nor any of its officers, directors,
employees, agents or attorneys shall be responsible for (i) the due execution,
legality, validity, enforceability, genuineness, sufficiency or collectability
of any Loan Document, including without limitation, documents granting the
Assignor and the other Lenders a security interest in assets of any Borrower or
Guarantor, (ii) any representation, warranty or statement made in or in
connection with any of the Loan Documents, (iii) the financial condition or
creditworthiness of any Borrower or Guarantor, (iv) the performance of or
compliance with any of the terms or provisions of any of the Loan Documents, (v)
inspecting any of the property, books or records of any Borrower or Guarantor,
(vi) the validity, enforceability, perfection, priority, condition, value or
sufficiency of any collateral securing or purporting to secure the Loans or
(vii) any mistake, error of judgment, or action taken or omitted to be taken in
connection with the Loans or the Loan Documents.

         7. REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE. The Assignee (i)
confirms that it has received a copy of the Loan Agreement, together with copies
of the financial statements requested by the Assignee and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment Agreement, (ii) agrees that it will,
independently and without reliance upon the Agent, the Assignor or any other
Lender and based on such documents and information at it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Documents, (iii) appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers under the Loan
Documents as are delegated to the Agent by the terms thereof, together with such
powers as are reasonably incidental thereto, (iv) confirms that the execution
and delivery of this Assignment Agreement by the Assignee is duly authorized,
(v) agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender, (vi) agrees that its payment instructions and
notice instructions are as set forth in the attachment to Schedule 1, (vii)
confirms that none of the funds, monies, assets or other consideration being
used to make the purchase and assumption hereunder are "plan assets" as defined
under ERISA and that its rights, benefits and interests in and under the Loan
Documents will not be "plan assets" under ERISA, (viii) agrees to indemnify and
hold the Assignor harmless against all losses, costs and expenses (including,
without limitation, reasonable attorneys' fees) and liabilities incurred by the
Assignor in connection with or arising in any manner from the Assignee's
non-performance of the obligations assumed under this Assignment Agreement, and
(ix) if applicable, attaches the forms prescribed by the Internal Revenue
Service of the United States and any other applicable government agency
certifying that the Assignee is entitled to receive payments under the Loan
Documents without deduction or withholding of any United States federal income
taxes or other applicable documents.

         8. GOVERNING LAW. THIS ASSIGNMENT AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS
SECTION 105/5-1 ET SEQ, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.

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

         10. COUNTERPARTS; DELIVERY BY FACSIMILE. This Assignment Agreement may
be executed in counterparts. Transmission by facsimile of an executed
counterpart of this Assignment Agreement shall be deemed to constitute due and
sufficient delivery of such counterpart and such facsimile shall be deemed to be
an original counterpart of this Assignment Agreement.

<PAGE>

         IN WITNESS WHEREOF, the duly authorized officers of the parties hereto
have executed this Assignment Agreement by executing Schedule 1 hereto as of the
date first above written.

<PAGE>

                                   SCHEDULE 1
                             to Assignment Agreement

1.  Description and Date of Loan Agreement:

2.  Date of Assignment Agreement:  _____________,  ______

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

4.  Assignee's Commitments (or Loans
    with respect to terminated
    Commitments) purchased
    hereunder:                             [Description of Commitments assigned]

5.  Proposed Effective Date:               _____________________

Accepted and Agreed:

[NAME OF ASSIGNOR]                         [NAME OF ASSIGNEE]

By: __________________________________     By: _________________________________
Title: _______________________________     Title: ______________________________

If required:
ACCEPTED AND CONSENTED TO BY               ACCEPTED AND CONSENTED TO BY
DIEBOLD, INCORPORATED                      BANK ONE, NA, as Agent

By: __________________________________     By: _________________________________
Title: _______________________________     Title: ______________________________

<PAGE>

                Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

                        ADMINISTRATIVE INFORMATION SHEET

         Attach Assignor's Administrative Information Sheet, which must
           include notice addresses for the Assignor and the Assignee
                            (Sample form shown below)

                              ASSIGNOR INFORMATION

CONTACT:

Name:_________________________________     Telephone No.: _________________
Fax No.: _____________________________     Telex No.: __________________________
                                           Answerback: _________________________

PAYMENT INFORMATION:

Name & ABA # of Destination Bank:  _____________________________________________
                                   _____________________________________________

Account Name & Number for Wire Transfer:  ______________________________________
                                                ________________________________

Other Instructions:  ___________________________________________________________
                     ___________________________________________________________
                     ___________________________________________________________

ADDRESS FOR NOTICES FOR ASSIGNOR:  _____________________________________________
                                   _____________________________________________
                                   _____________________________________________

                              ASSIGNEE INFORMATION

CREDIT CONTACT:

Name:_________________________________     Telephone No.: _________________
Fax No.: _____________________________     Telex No.: __________________________
                                           Answerback: _________________________

KEY OPERATIONS CONTACTS:

Booking Installation:_________________     Booking Installation: ____________
Name: ________________________________     Name: _______________________________
Telephone No.:___________________          Telephone No.:____________________
Fax No.: _____________________________     Fax No.: ____________________________
Telex No.: ___________________________     Telex No.: __________________________
Answerback:___________________________     Answerback:__________________________

<PAGE>

PAYMENT INFORMATION:

Name & ABA # of Destination Bank:  _____________________________________________
                                   _____________________________________________

Account Name & Number for Wire Transfer:  ______________________________________
                                                ________________________________

Other Instructions:_____________________________________________________________
________________________________________________________________________________

ADDRESS FOR NOTICES FOR ASSIGNEE:  _____________________________________________
                                   _____________________________________________
                                   _____________________________________________