<PAGE>

                                                                    Exhibit 4.5

===============================================================================
                                                                 EXECUTION COPY



                               $2,000,000,000

                              CREDIT AGREEMENT

                         Dated as of August 4, 2003

                                    among

                       ANHEUSER-BUSCH COMPANIES, INC.

                           The Banks Listed Herein

                                     and

                            JPMORGAN CHASE BANK,

                           as Administrative Agent

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

                        J.P. MORGAN SECURITIES INC.,

                       BANC ONE CAPITAL MARKETS, INC.

                   as Lead Arrangers and Joint Bookrunners

                                BANK ONE, NA,

                            as Syndication Agent



               BANK OF AMERICA, N.A., CITIBANK N.A. AND UBS AG

                           as Documentation Agents

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


<PAGE>
<PAGE>

<TABLE>
                                                 TABLE OF CONTENTS*

<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
ARTICLE I  DEFINITIONS............................................................................................1
         Section 1.01.  Definitions...............................................................................1
                        -----------
         Section 1.02.  Accounting Terms and Determinations......................................................13
                        -----------------------------------
         Section 1.03.  Terms Generally..........................................................................14
                        ---------------

ARTICLE II  THE CREDITS..........................................................................................14
         Section 2.01.  The Commitments..........................................................................14
                        ---------------
         Section 2.02.  The Syndicated Loans.....................................................................14
                        --------------------
         Section 2.03.  Syndicated Borrowings....................................................................14
                        ---------------------
         Section 2.04.  Money Market Borrowings..................................................................16
                        -----------------------
         Section 2.05.  Swingline Borrowings.....................................................................21
                        --------------------
         Section 2.06.  Letters of Credit........................................................................22
                        -----------------
         Section 2.07.  Negotiated Rate Loans....................................................................26
                        ---------------------
         Section 2.08.  Evidence of Debt.........................................................................27
                        ----------------
         Section 2.09.  Maturity of Loans........................................................................27
                        -----------------
         Section 2.10.  Interest Rates...........................................................................28
                        --------------
         Section 2.11.  Fees.....................................................................................31
                        ----
         Section 2.12.  Termination and Reduction of Commitments.................................................31
                        ----------------------------------------
         Section 2.13.  Optional Prepayments.....................................................................32
                        --------------------
         Section 2.14.  General Provisions as to Payments........................................................32
                        ---------------------------------
         Section 2.15.  Funding Losses...........................................................................33
                        --------------
         Section 2.16.  Computation of Interest and Fees.........................................................34
                        --------------------------------
         Section 2.17.  Taxes....................................................................................34
                        -----
         Section 2.18.  Pricing Periods..........................................................................36
                        ---------------
         Section 2.19.  Eligible Subsidiaries....................................................................36
                        ---------------------

ARTICLE III  CONDITIONS TO BORROWINGS............................................................................37
         Section 3.01.  (a)  Syndicated Borrowings...............................................................37
                             ---------------------
                        (b)  Money Market Borrowings.............................................................37
                             -----------------------
                        (c)  Swingline Borrowings................................................................38
                             --------------------
                        (d)  Letter of Credit Issuance, Amendment, Renewal or Extension..........................38
                             ----------------------------------------------------------
         Section 3.02.  Effectiveness............................................................................39
                        -------------
         Section 3.03.  Negotiated Rate Borrowings...............................................................40
                        --------------------------

ARTICLE IV  REPRESENTATIONS AND WARRANTIES.......................................................................40
         Section 4.01.  Representations and Warranties of the Company............................................40
                        ---------------------------------------------
                        (a)  Corporate Existence and Power.......................................................40
                             -----------------------------
                        (b)  Corporate and Governmental Authorization; Contravention.............................40
                             -------------------------------------------------------
                        (c)  Binding Effect......................................................................41
                             --------------

<FN>
--------------
*        This Table of Contents is not part of this Agreement.


                                     i

<PAGE>
<PAGE>

                        (d)  Financial Information...............................................................41
                             ---------------------
                        (e)  Litigation..........................................................................41
                             ----------
                        (f)  ERISA...............................................................................41
                             -----
                        (g)  Tax Returns and Payment.............................................................42
                             -----------------------
                        (h)  Ownership of ABI Voting Interests...................................................42
                             ---------------------------------
                        (i)  Not an Investment Company...........................................................42
                             -------------------------
                        (j)  Regulations U and X.................................................................42
                             -------------------
                        (k)  Unrestricted Subsidiaries...........................................................42
                             -------------------------
                        (l)  Environmental Matters...............................................................42
                             ---------------------
         Section 4.02.  Representations and Warranties of the Eligible Subsidiaries..............................43
                        -----------------------------------------------------------
                        (a)  Corporate Existence and Power.......................................................43
                             -----------------------------
                        (b)  Corporate and Governmental Authorization; Contravention.............................43
                             -------------------------------------------------------
                        (c)  Binding Effect......................................................................43
                             --------------
                        (d)  Not an Investment Company...........................................................43
                             -------------------------
                        (e)  Regulations U and X.................................................................43
                             -------------------

ARTICLE V  COVENANTS.............................................................................................44
         Section 5.01.  Covenants of the Company.................................................................44
                        ------------------------
                        (a)  Information.........................................................................44
                             -----------
                        (b)  Limitations on Liens................................................................45
                             --------------------
                        (c)  Consolidation, Merger or Disposition of Assets......................................46
                             ----------------------------------------------
                        (d)  Change in Nature of Business........................................................46
                             ----------------------------
                        (e)  Disposition of Assets...............................................................46
                             ---------------------
                        (f)  Additional Permitted Secured Indebtedness...........................................47
                             -----------------------------------------
                        (g)  Sale and Leaseback..................................................................47
                             ------------------
                        (h)  Ownership of Voting Interests of ABI................................................47
                             ------------------------------------
                        (i)  Consultation........................................................................48
                             ------------
                        (j)  Payment of Taxes; Corporate Existence; Maintenance of Properties; Insurance.........48
                             ---------------------------------------------------------------------------
                        (k)  Pari Passu Obligations..............................................................48
                             ----------------------
                        (l)  ERISA...............................................................................49
                             -----
                        (m)  Compliance with Laws................................................................49
                             --------------------
         Section 5.02.  Use of Proceeds..........................................................................49
                        ---------------

ARTICLE VI  DEFAULTS.............................................................................................49
         Section 6.01.  Events of Default........................................................................49
                        -----------------
         Section 6.02.  Remedies Upon Default....................................................................51
                        ---------------------
         Section 6.03.  Notice of Default........................................................................52
                        -----------------

ARTICLE VII  THE ADMINISTRATIVE AGENT............................................................................52
         Section 7.01.  Appointment and Authorization............................................................52
                        -----------------------------
         Section 7.02.  Administrative Agent and Affiliates......................................................52
                        -----------------------------------
         Section 7.03.  Action by Administrative Agent...........................................................52
                        ------------------------------
         Section 7.04.  Consultation with Experts................................................................52
                        -------------------------
         Section 7.05.  Liability of Administrative Agent........................................................52
                        ---------------------------------
         Section 7.06.  Indemnification..........................................................................53
                        ---------------


                                     ii

<PAGE>
<PAGE>

         Section 7.07.  Credit Decision..........................................................................53
                        ---------------
         Section 7.08.  Resignation of Administrative Agent......................................................53
                        -----------------------------------
         Section 7.09.  Lead Arrangers, Bookrunners, Syndication Agent and Documentation Agents..................54
                        -----------------------------------------------------------------------

ARTICLE VIII  CHANGE IN CIRCUMSTANCES............................................................................54
         Section 8.01.  Basis for Determining Interest Rate Inadequate or Unfair.................................54
                        --------------------------------------------------------
         Section 8.02.  Illegality...............................................................................55
                        ----------
         Section 8.03.  Increased Cost...........................................................................55
                        --------------
         Section 8.04.  Base Rate Loans Substituted for Affected Fixed Rate Loans................................58
                        ---------------------------------------------------------
         Section 8.05.  Substitution of Bank.....................................................................58
                        --------------------

ARTICLE IX  GUARANTEE............................................................................................58
         Section 9.01.  The Guarantee............................................................................58
                        -------------
         Section 9.02.  Guarantee Unconditional..................................................................58
                        -----------------------
         Section 9.03.  Discharge Only Upon Payment in Full Reinstatement in Certain Circumstances...............59
                        --------------------------------------------------------------------------
         Section 9.04.  Waiver by the Company....................................................................59
                        ---------------------
         Section 9.05.  Subrogation..............................................................................59
                        -----------
         Section 9.06.  Stay of Acceleration.....................................................................60
                        --------------------

ARTICLE X  MISCELLANEOUS.........................................................................................60
         Section 10.01.  Notices.................................................................................60
                         -------
         Section 10.02.  No Waivers..............................................................................60
                         ----------
         Section 10.03.  Expenses; Documentary Taxes; Indemnity..................................................60
                         --------------------------------------
         Section 10.04.  Sharing of Setoffs......................................................................61
                         ------------------
         Section 10.05.  Amendments and Waivers..................................................................62
                         ----------------------
         Section 10.06.  Successors and Assigns..................................................................62
                         ----------------------
         Section 10.07.  Collateral..............................................................................65
                         ----------
         Section 10.08.  New York Law; Submission to Jurisdiction................................................65
                         ----------------------------------------
         Section 10.09.  Counterparts; Effectiveness.............................................................66
                         ---------------------------
         Section 10.10.  Independence of Covenants...............................................................66
                         -------------------------
         Section 10.11.  WAIVER OF JURY TRIAL....................................................................66
                         --------------------
         Section 10.12.  Waiver Under Pre-Existing Credit Agreements.............................................66
                         -------------------------------------------
         Section 10.13.  Action by the Company on Behalf of the Borrowers........................................66
                         ------------------------------------------------
         Section 10.14.  Survival................................................................................66
                         --------
         Section 10.15.  Permitted Disclosure of Certain Tax Related Matters.....................................67
                         ---------------------------------------------------

                                      iii

<PAGE>
<PAGE>

EXHIBIT A  Note
EXHIBIT B  Form of Money Market Quote Request
EXHIBIT C  Form of Invitation for Money Market Quotes
EXHIBIT D  Form of Money Market Quote
EXHIBIT E  Notice of Money Market Borrowing
EXHIBIT F  Opinion of Thomas Larson, Esq., Associate General Counsel of the Company
EXHIBIT G  Opinion of Milbank, Tweed, Hadley & McCloy LLP, Special New York Counsel
             to JPMorgan Chase
EXHIBIT H  Assignment and Acceptance
EXHIBIT I  Form of Election to Participate
EXHIBIT J  Form of Election to Terminate

Schedule I        Commitments
Schedule 4.01(k)  Unrestricted Subsidiaries
Schedule 5.01(b)  Permitted Liens
</TABLE>





                                     iv

<PAGE>
<PAGE>


                                      CREDIT AGREEMENT dated as of
                              August 4, 2003, among ANHEUSER-BUSCH
                              COMPANIES, INC., a Delaware corporation,
                              the BANKS listed on the signature pages
                              hereof and JPMORGAN CHASE BANK as
                              Administrative Agent.

                  The parties hereto agree as follows:

                                  ARTICLE I

                                 DEFINITIONS

                  Section 1.01.  Definitions.  The following terms, as used
                                 -----------
herein, have the following meanings:

                  "ABI" means Anheuser-Busch, Incorporated, a Missouri
                   ---
corporation, and its successors and permitted assigns.

                  "Absolute Rate Auction" means a solicitation of Money
                   ---------------------
Market Quotes setting forth Money Market Absolute Rates pursuant to Section
2.04.

                  "Additional Margin" means 0.075%.
                   -----------------

                  "Adjusted CD Rate" has the meaning set forth in Section
                   ----------------
2.10(b).

                  "Adjusted LIBO Rate" has the meaning set forth in Section
                   ------------------
2.10(c).

                  "Administrative Agent" means JPMorgan Chase Bank in its
                   --------------------
capacity as agent for the Banks hereunder and its successors in such
capacity.

                  "Administrative Questionnaire" means, with respect to each
                   ----------------------------
Bank, an administrative questionnaire in the form prepared by the
Administrative Agent and submitted to the Administrative Agent (with a copy
to the Company) duly completed by such Bank.

                  "Affiliate" means, with respect to a Person, any other
                   ---------
Person that, directly or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, such first
Person.

                  "Assessment Rate" has the meaning set forth in Section
                   ---------------
2.10(b).

                  "Bank" means a financial institution listed on the
                   ----
signature pages hereof as having a Commitment or a financial institution
added pursuant to Section 8.05, and its successors and permitted assigns;
and "Banks" means all of such institutions. Unless the context otherwise
     -----
requires, the term "Banks" includes the Swingline Banks.


<PAGE>
<PAGE>

                  "Bank Affiliate" means, with respect to any Bank, (i) an
                   --------------
Affiliate of such Bank or (ii) any entity (whether a corporation,
partnership, trust or otherwise) that is engaged in making, purchasing,
holding or otherwise investing in bank loans and similar extensions of
credit in the ordinary course of its business and is administered or managed
by a Bank or an Affiliate of such Bank.

                  "Bank One" means Bank One, NA.
                   --------

                  "Base Rate" means, for any day, a rate per annum equal to
                   ---------
the higher of (i) the Prime Rate for such day and (ii) the sum of 1/2 of 1%
plus the Federal Funds Rate for such day.
----

                  "Base Rate Loan" means a Syndicated Loan to be made as a
                   --------------
Base Rate Loan pursuant to Section 2.03 and in accordance with the
applicable Notice of Borrowing, or a Loan to be made as a Base Rate Loan
pursuant to the final proviso of clause (1) or clause (2) of the definition
of Interest Period or pursuant to Article VIII.

                  "Benefit Arrangement" means an employee benefit plan
                   -------------------
within the meaning of Section 3(3) of ERISA which is not a Plan or a
Multiemployer Plan and which is maintained or otherwise contributed to by
any member of the ERISA Group.

                  "Board of Directors" means either the board of directors
                   ------------------
of the Company or any duly authorized committee of that board.

                  "Board Resolution" means a copy of a resolution certified
                   ----------------
by the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the
date of such certification, and delivered to the Administrative Agent.

                  "Borrower" means the Company or an Eligible Subsidiary, as
                   --------
the context may require, and their respective successors and permitted
assigns.

                  "Borrowing" means a borrowing hereunder consisting of
                   ---------
Loans made to a Borrower at the same time and for the same Interest Period
by one or more of the Banks severally. A Borrowing is a "Domestic Borrowing"
                                                         ------------------
if such Loans are Domestic Loans or a "Euro-Dollar Borrowing" if such Loans
                                       ---------------------
are Euro-Dollar Loans. A Domestic Borrowing is a "CD Borrowing" if such
                                                  ------------
Domestic Loans are CD Loans or a "Base Rate Borrowing" if such Domestic
                                  -------------------
Loans are Base Rate Loans. A Borrowing is a "Syndicated Borrowing" if such
                                             --------------------
Loans are Syndicated Loans. A Borrowing is a "Money Market Borrowing" if
                                              ----------------------
such Loans are Money Market Loans. A Borrowing is a "Negotiated Rate
                                                     ---------------
Borrowing" if such Loans are Negotiated Rate Loans. A Borrowing is a
---------
"Swingline Borrowing" if such Loans are Swingline Loans.
 -------------------

                  "CD Base Rate" has the meaning set forth in Section
                   ------------
2.10(b).

                  "CD Loan" means a Syndicated Loan to be made as a CD Loan
                   -------
pursuant to Section 2.03 and the applicable Notice of Borrowing.

                  "CD Margin" has the meaning set forth in Section 2.10(b).
                   ---------


                                     2

<PAGE>
<PAGE>

                  "CD Reserve Percentage" has the meaning set forth in
                   ---------------------
Section 2.10(b).

                  "Code" means the Internal Revenue Code of 1986, as
                   ----
amended.

                  "Commitment" means, with respect to each Bank, the amount
                   ----------
set forth opposite the name of such Bank on Schedule I hereto, as such
amount may from time to time be reduced pursuant to Section 2.12 or
increased or reduced pursuant to assignments under Section 10.06.

                  "Commitment Utilization Day" means any day on which the
                   --------------------------
sum of the aggregate outstanding principal amount of all Loans plus the
                                                               ----
aggregate LC Exposure exceeds 50% of the Total Commitment.

                  "Company" means Anheuser-Busch Companies, Inc., a Delaware
                   -------
corporation, and its successors and permitted assigns.

                  "Company's 2002 Form 10-K" means the Company's annual
                   ------------------------
report on Form 10-K for 2002, as filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended.

                  "Consolidated Subsidiary" means, with respect to any
                   -----------------------
Person at any date, any Subsidiary or other entity the accounts of which are
consolidated with those of such Person in its consolidated financial
statements as of such date.

                  "Continuing Directors" means, at any date, the Persons who
                   --------------------
served as directors of the Company 15 months prior to such date and any new
director of the Company whose appointment or election by the Board of
Directors or nomination for election by the Company's stockholders was
approved or recommended by the affirmative vote of a majority of the
Continuing Directors serving at the time of such appointment, election or
nomination.

                  "Debt" of any Person means at any date, without
                   ----
duplication, to the extent obligations of such type are required to be set
forth as liabilities in such Person's financial statements according to
generally accepted accounting principles (except in the case of clause (v)
of this definition), (i) all obligations of such Person for borrowed money,
(ii) all obligations of such Person evidenced by bonds, debentures, notes or
other similar instruments, (iii) all obligations of such Person to pay the
deferred purchase price of property or services, except trade accounts
payable arising in the ordinary course of business, (iv) the capitalized
value of all obligations of such Person as lessee under leases capitalized
in accordance with generally accepted accounting principles, (v) all Debt of
others secured by a Lien on any asset of such Person, whether or not such
Debt is assumed by such Person (provided that, for purposes of this clause
                                --------
(v), the amount of any such Debt, unless assumed by such Person, shall be
deemed not to exceed the higher of the market value or the net book value of
such asset), and (vi) the amounts of all Debt of other Persons Guaranteed by
such Person.

                  "Default" means any condition or event which constitutes
                   -------
an Event of Default or which with the giving of notice or passing of time or
both would, unless cured or waived, become an Event of Default.


                                     3

<PAGE>
<PAGE>

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

                  "Domestic Lending Office" means, as to each Bank, its
                   -----------------------
office or branch (or affiliate) located at its address set forth in its
Administrative Questionnaire (or identified in its Administrative
Questionnaire as its Domestic Lending Office) or such other office as such
Bank may hereafter designate as its Domestic Lending Office by notice to the
Company and the Administrative Agent; provided that any Bank may from time
                                      --------
to time by notice to the Company and the Administrative Agent designate
separate Domestic Lending Offices for its Base Rate Loans, on the one hand,
and its CD Loans, on the other hand, in which case all references herein to
the Domestic Lending Office of such Bank shall be deemed to refer to either
or both of such offices, as the context may require.

                  "Domestic Loan" means a CD Loan or a Base Rate Loan, and
                   -------------
"Domestic Loans" means CD Loans or Base Rate Loans or both.
 --------------

                  "Domestic Subsidiary" means a Subsidiary whose principal
                   -------------------
place of business is located within the United States.

                  "Effective Date" means the date (which shall not be later
                   --------------
than 5 Domestic Business Days after the date of this Agreement) on which
this Agreement shall become effective in accordance with Sections 3.02 and
10.09.

                  "Election to Participate" means an election to participate
                   -----------------------
substantially in the form of Exhibit I hereto.

                  "Election to Terminate" means an election to terminate
                   ---------------------
substantially in the form of Exhibit J hereto.

                  "Eligible Subsidiary" means any Subsidiary of the Company
                   -------------------
that is a wholly-owned Consolidated Subsidiary of the Company and as to
which an Election to Participate shall have been delivered to the
Administrative Agent and as to which an Election to Terminate shall not have
been delivered to the Administrative Agent.

                  "Environmental Laws" means any and all federal, state,
                   ------------------
local and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses,
agreements or other governmental restrictions relating to the environment or
to emissions, discharges or releases of pollutants, contaminants, petroleum
or petroleum products, chemicals or industrial, toxic or hazardous
substances or wastes into the environment including, without limitation,
ambient air, surface water, ground water, or land, or otherwise relating to
the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of pollutants, contaminants, petroleum or
petroleum products, chemicals or industrial, toxic or hazardous substances
or wastes or the clean-up or other remediation thereof.

                  "ERISA" means the Employee Retirement Income Security Act
                   -----
of 1974, as amended, or any successor statute.


                                     4

<PAGE>
<PAGE>

                  "ERISA Group" means the Company and 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, are
treated as a single employer under Section 414(b) or (c) of the Code.

                  "Euro-Dollar Business Day" means any Domestic Business Day
                   ------------------------
on which commercial banks are open for international business (including
dealings in U.S. Dollar deposits) in London.

                  "Euro-Dollar Lending Office" means, as to each Bank, its
                   --------------------------
office or branch (or affiliate) located at its address set forth in its
Administrative Questionnaire (or identified in its Administrative
Questionnaire as its Euro-Dollar Lending Office) or such other office or
branch (or affiliate) of such Bank as it may hereafter designate as its
Euro-Dollar Lending Office by notice to the Company and the Administrative
Agent.

                  "Euro-Dollar Loan" means a Syndicated Loan to be made as a
                   ----------------
Euro-Dollar Loan pursuant to Section 2.03 and the applicable Notice of
Borrowing.

                  "Euro-Dollar Margin" has the meaning set forth in Section
                   ------------------
2.10(c).

                  "Event of Default" has the meaning set forth in Section
                   ----------------
6.01.

                  "Executive Officer" means the Chief Executive Officer, the
                   -----------------
President, the Chief Financial Officer or the Treasurer of the Company.

                  "Federal Funds Rate" means, for any day, the rate per
                   ------------------
annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to
the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds brokers
on such day, as published by the Federal Reserve Bank of New York on the
Domestic Business Day next succeeding such day, provided that (i) if such
                                                --------
day is not a Domestic Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Domestic
Business Day as so published on the next succeeding Domestic Business Day,
and (ii) if no such rate is so published on such next succeeding Domestic
Business Day, the Federal Funds Rate for such day shall be the average rate
quoted to the Person serving as the Administrative Agent on such day on such
transactions as determined by the Administrative Agent.

                  "Finance Committee" means the Finance Committee
                   -----------------
established by the Board of Directors.

                  "Fixed Rate Borrowing" means a Borrowing consisting of
                   --------------------
Fixed Rate Loans.

                  "Fixed Rate Loans" means CD Loans, Euro-Dollar Loans,
                   ----------------
Money Market Loans (excluding Money Market LIBOR Loans bearing interest at
the Base Rate pursuant to Section 8.01(a)) or Negotiated Rate Loans or any
combination of the foregoing.


                                     5

<PAGE>
<PAGE>

                  "Funded Debt" means, as of any date, without duplication,
                   -----------
all Indebtedness, and all Debt, whether or not for money borrowed, evidenced
by a bond, debenture, note or similar instrument or by an agreement, which
Indebtedness or Debt (i) has a maturity of more than twelve months from the
date as of which the amount thereof is to be determined, (ii) has a maturity
of twelve months or less, but by its terms is renewable or extendible beyond
twelve months from such date at the option of the borrower or issuer without
the consent of the lender or holder and subject only to conditions which the
borrower or issuer is then capable of fulfilling or (iii) is classified as
"long-term debt" in the Company's financial statements delivered to the
Banks pursuant to Section 5.01(a).

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

                  "Indebtedness" of any Person means any indebtedness of
                   ------------
such Person representing money borrowed.

                  "Index Debt" means senior, unsecured, long-term
                   ----------
Indebtedness of the Company that is not supported by any letter of credit,
guarantee or other credit enhancement.

                  "Interest Period" means:
                   ---------------

                  (1) with respect to each CD Loan, the period commencing on
the date of such Loan and ending 30, 60, 90 or 180 days thereafter, as the
Company may elect in the applicable Notice of Borrowing; provided that:
                                                         --------

                  (a) any Interest Period which would otherwise end on a day
         which is not a Domestic Business Day shall be extended to the next
         succeeding Domestic Business Day; and

                  (b) no Interest Period may end after the Termination Date;

provided further, however, that if any such Interest Period would be less
-------- -------  -------
than 30 days, the Loan for such Interest Period shall be a Base Rate Loan;

                  (2) with respect to each Euro-Dollar Loan, the period
commencing on the date of such Loan and ending seven days, fourteen days or
one, two, three, six or, with the consent of each Bank, twelve months
thereafter, as the Company may elect in the applicable Notice of Borrowing;
provided that:
--------

                  (a) any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the
         next succeeding Euro-Dollar Business Day unless such succeeding
         Euro-Dollar Business Day falls in another calendar month, in



                                     6

<PAGE>
<PAGE>

         which case such Interest Period shall end on the next preceding
         Euro-Dollar Business Day;

                  (b) any Interest Period (other than an Interest Period
         having a duration of seven or fourteen days) which begins on the
         last Euro-Dollar 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, subject to clause
         (c) of this definition, end on the last Euro-Dollar Business Day of
         a calendar month; and

                  (c) no Interest Period may end after the Termination Date;

provided further, however, that if any such Interest Period would be less
-------- -------  -------
than seven days, the Loan for such Interest Period shall be a Base Rate
Loan;

                  (3) with respect to each Base Rate Loan, the period
commencing on the date of such Loan and ending not less than one day
thereafter, as the Company may elect in the applicable Notice of Borrowing;
provided that:
--------

                  (a) any Interest Period which would otherwise end on a day
         which is not a Domestic Business Day shall be extended to the next
         succeeding Domestic Business Day; and

                  (b) no Interest Period may end after the Termination Date;

                  (4) with respect to each Money Market Borrowing, the
period commencing on the date of such Borrowing and ending such number of
days thereafter (but not less than seven days), as the Company may elect in
accordance with Section 2.04; provided that:
                              --------

                  (a) any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the
         next succeeding Euro-Dollar Business Day unless, in the case of a
         Money Market LIBOR Borrowing, such Euro-Dollar Business Day falls
         in another calendar month, in which case such Interest Period shall
         end on the next preceding Euro-Dollar Business Day; and

                  (b) any Interest Period which would otherwise end after
         the Termination Date shall end on the Termination Date;

                  (5) With respect to each Negotiated Rate Loan, such
Interest Period (ending on a Euro-Dollar Business Day not falling after the
Termination Date) as may be agreed between the Company and the Bank making
such Loan; and


                                     7

<PAGE>
<PAGE>

                  (6) with respect to each Swingline Loan, the period
commencing on the date of such Loan and ending not less than one day and not
more than 5 Domestic Business Days thereafter, as the Company may elect in
the applicable Notice of Borrowing; provided that:
                                    --------

                  (a) any Interest Period which would otherwise end on a day
         which is not a Domestic Business Day shall be extended to the next
         succeeding Domestic Business Day; and

                  (b) any Interest Period which would otherwise end after
         the Termination Date shall end on the Termination Date.

                  "Invitation" has the meaning set forth in Section 2.04(c).
                   ----------

                  "Issuing Bank" means each of JPMorgan Chase and Bank One,
                   ------------
in its capacity as an issuer of Letters of Credit hereunder, and any
additional Bank that becomes an Issuing Bank pursuant to Section 2.06(j),
but excluding any Bank that has ceased to be an Issuing Bank pursuant to
Section 2.06(j).

                  "JPMorgan Chase" means JPMorgan Chase Bank.
                   --------------

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

                  "LC Exposure" means, at any time, the sum of (i) the
                   -----------
aggregate undrawn amount of all outstanding Letters of Credit at such time
plus (ii) the aggregate amount of all LC Disbursements that have not yet
----
been reimbursed by or on behalf of the applicable Borrower at such time. The
LC Exposure of any Bank at any time shall be its Pro Rata Percentage of the
total LC Exposure at such time.

                  "Lending Office" means, as to any Bank, its Domestic
                   --------------
Lending Office, its Euro-Dollar Lending Office or its Money Market Lending
Office, as the context may require.

                  "Letter of Credit" means any letter of credit issued
                   ----------------
pursuant to this Agreement in a form satisfactory to the Administrative
Agent in its reasonable judgment.

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

                  "Level I Pricing Period" has the meaning set forth in
                   ----------------------
Section 2.18.

                  "Level II Pricing Period" has the meaning set forth in
                   -----------------------
Section 2.18.

                  "LIBO Rate" has the meaning set forth in Section 2.10(c).
                   ---------


                                     8

<PAGE>
<PAGE>

                  "LIBOR Auction" means a solicitation of Money Market
                   -------------
Quotes setting forth Money Market Margins based on the LIBO Rate pursuant to
Section 2.04.

                  "Lien" means, with respect to any asset, any mortgage,
                   ----
lien, pledge, charge, security interest or encumbrance of any kind in
respect of such asset. For the purposes of this Agreement, the Company or
any of its Subsidiaries shall be deemed to own subject to a Lien any asset
which it has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other title retention
agreement relating to such asset.

                  "Loan" means a Domestic Loan, a Euro-Dollar Loan, a
                   ----
Negotiated Rate Loan, a Money Market Loan or a Swingline Loan, and "Loans"
                                                                    -----
means Domestic Loans, Euro-Dollar Loans, Negotiated Rate Loans, Money Market
Loans, Swingline Loans or any of the foregoing.

                  "Material Plan" means a Plan having aggregate Unfunded
                   -------------
Liabilities in excess of $200,000,000.

                  "Maturity Date" in respect of each Loan, has the meaning
                   -------------
set forth in Section 2.09.

                  "Money Market Absolute Rate" has the meaning set forth in
                   --------------------------
Section 2.04(d).

                  "Money Market Absolute Rate Loan" means a Loan made
                   -------------------------------
pursuant to an Absolute Rate Auction.

                  "Money Market Lending Office" means, as to each Bank, its
                   ---------------------------
Domestic Lending Office or such other office, branch or affiliate of such
Bank as it may hereafter designate as its Money Market Lending Office by
notice to the Company and the Administrative Agent; provided that any Bank
                                                    --------
may from time to time by notice to the Company and the Administrative Agent
designate separate Money Market Lending Offices for its Money Market LIBOR
Loans, on the one hand, and its Money Market Absolute Rate Loans, on the
other hand, in which case all references herein to the Money Market Lending
Office of such Bank shall be deemed to refer to either or both of such
offices, as the context may require.

                  "Money Market LIBOR Loan" means a Loan made pursuant to a
                   -----------------------
LIBOR Auction (including such a Loan bearing interest at the Base Rate
pursuant to Section 8.01(a)).

                  "Money Market Loan" means a Money Market Absolute Rate
                   -----------------
Loan or a Money Market LIBOR Loan.

                  "Money Market Margin" has the meaning set forth in Section
                   -------------------
2.04(d).

                  "Money Market Quote" means an offer by a Bank to make a
                   ------------------
Money Market Loan in accordance with Section 2.04.

                  "Moody's" means Moody's Investors Service and its
                   -------
successors.


                                     9

<PAGE>
<PAGE>

                  "Multiemployer Plan" means an employee pension benefit
                   ------------------
plan subject to Section 4001(a)(3) of ERISA to which any member of the ERISA
Group is then making or accruing an obligation to make contributions or has
within the preceding five plan years made contributions, including for these
purposes any entity which ceased to be a member of the ERISA Group during
such five year period.

                  "Negotiated Rate Loan" means a Loan made by a Bank to a
                   --------------------
Borrower which is identified (by notice from the Bank or the Company to the
Administrative Agent) as a Loan made pursuant to Section 2.07.

                  "Net Tangible Assets" means total assets of the Company
                   -------------------
and its Restricted Subsidiaries, including net investment in Unrestricted
Subsidiaries, after deducting therefrom (a) all current liabilities of the
Company and its Restricted Subsidiaries (excluding any thereof constituting
Funded Debt), (b) all goodwill, trade names, trademarks, patents,
copyrights, franchises, unamortized debt discount and expense, organization
and developmental expenses and other intangibles of the Company and its
Restricted Subsidiaries, and (c) all increases in the book values of any
assets above the book values thereof as of March 31, 2003 as a result of the
revaluation of such assets, all determined on a basis consistent with that
on which such amounts were determined in preparing the most recent balance
sheet of the Company and its Consolidated Subsidiaries delivered to the
Banks pursuant to Section 5.01(a)(i) or (ii); provided that any items
                                              --------
constituting deferred income taxes, deferred investment tax credits or other
similar items shall not be taken into account as a liability or as a
deduction from or adjustment to total assets.

                  "Non-excluded Taxes" has the meaning set forth in Section
                   ------------------
2.17.

                  "Note" means a promissory note of a Borrower,
                   ----
substantially in the form of Exhibit A hereto, evidencing the obligation of
such Borrower to repay its Loans, and "Notes" means all such promissory
                                       -----
notes issued hereunder.

                  "Notice of Borrowing" means a Notice of Syndicated
                   -------------------
Borrowing as defined in Section 2.03(a), a Notice of Money Market Borrowing
as defined in Section 2.04(f) or a Notice of Swingline Borrowing as defined
in Section 2.05(b).

                  "Packaging Business" means the assets identified as the
                   ------------------
"Packaging Segment" in the most recent financial statements delivered
pursuant to Section 5.01(a) and any assets substantially related to such
assets that are acquired after the date of such financial statements.

                  "Packaging Business Divestiture" means (i) the
                   ------------------------------
distribution (in the form of a dividend) to stockholders of the Company of
the capital stock of a Subsidiary or Subsidiaries substantially all of the
assets of which consist(s) of all or any portion of the Packaging Business
and (ii) the transfer of the capital stock of a Subsidiary or Subsidiaries
substantially all of the assets of which consist(s) of all or any portion of
the Packaging Business, or the transfer of all or any portion of the
Packaging Business, the consideration for such transfer (including the
liabilities assumed related thereto) being not less than the fair market
value (as reasonably determined by the Company) of such stock or assets;
provided that in each such case at the time of and immediately after such
--------
distribution or transfer the Index Debt shall be rated A- or better by S&P
and A3 or better by Moody's.


                                     10

<PAGE>
<PAGE>

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

                  "Person" means an individual, sole proprietorship,
                   ------
corporation, partnership, joint venture, trust, unincorporated organization,
mutual company, joint stock company, estate, union, employee organization, a
government or any agency or political subdivision thereof.

                  "Plan" means an employee pension benefit plan (other than
                   ----
a Multiemployer Plan) which is covered by Title IV of ERISA or subject to
the minimum funding standards of Section 412 of the Code and either (i) is
maintained, or contributed to, by any member of the ERISA Group for
employees of any member of the ERISA Group or (ii) has at any time within
the preceding five years been maintained, or contributed to, by any member
of the ERISA Group for employees of any member of the ERISA Group, as
determined from time to time within such period.

                  "Pricing Period" has the meaning set forth in Section
                   --------------
2.18.

                  "Prime Rate" means the rate of interest per annum publicly
                   ----------
announced from time to time by the Person serving as the Administrative
Agent as its prime rate in effect at its principal office in New York City.
Each change in the Prime Rate shall be effective from and including the date
such change is publicly announced as being effective. The Base Rate shall be
adjusted automatically on and as of the effective date of each change in the
Prime Rate.

                  "Principal Plant" shall mean (a) any brewery or
                   ---------------
manufacturing, processing or packaging plant owned by the Company or any of
its Subsidiaries on the date hereof or hereafter constructed or acquired by
the Company or any of its Subsidiaries and located within the United States
(but shall not include (i) any brewery or plant which the Finance Committee
has determined is not of material importance to the total business conducted
by the Company and its Subsidiaries, (ii) any plant which the Company shall
have determined is used primarily for transportation, marketing or
warehousing or (iii) at the option of the Company, any plant that (A) does
not constitute a part of the brewing operations of the Company and its
Subsidiaries and (B) has a net book value, as reflected on the then most
recent balance sheet delivered by the Company to the Banks under Section
5.01(a), of not more than $100,000,000, provided that any such
                                        --------
determination, designation or election pursuant to clauses (i) through (iii)
of this definition shall be evidenced by a certificate of an Executive
Officer delivered to the Administrative Agent) and (b) any other facility
owned by the Company or any of its Subsidiaries which the Company shall
designate as a Principal Plant. Following any determination, designation or
election referred to herein that a brewery or plant shall not be included as
a Principal Plant, the Company may, at its option (to be evidenced by a
certificate of an Executive Officer delivered to the Administrative Agent),
elect that such facility subsequently be included as a Principal Plant.

                  "Pro Rata Percentage" means, in respect of any Bank, the
                   -------------------
percentage obtained by dividing the Commitment of such Bank by the Total
Commitment or, if the Commitments shall have been terminated, by dividing
the sum of the aggregate unpaid principal amount of such Bank's Loans plus
                                                                      ----
such Bank's LC Exposure by the aggregate unpaid principal amount of the
Loans plus the total LC Exposure.
      ----


                                     11

<PAGE>
<PAGE>

                  "Reference Banks" means JPMorgan Chase, Bank One and such
                   ---------------
other banks as may be appointed pursuant to Section 10.06(d).

                  "Refunding Borrowing" means a Borrowing which, after
                   -------------------
application of the proceeds thereof, results in no net increase in the
outstanding principal amount of the Loans made by any Bank.

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

                  "Required Banks" means at any time Banks holding more than
                   --------------
50% of the Total Commitment or, if the Commitments shall have been
terminated, holding more than 50% of the sum of the aggregate unpaid
principal amount of the Loans plus the total LC Exposure.
                              ----

                  "Restricted Subsidiary" means (i) any Subsidiary of the
                   ---------------------
Company which owns or operates a Principal Plant, except any Subsidiary
incorporated or organized, or the principal place of business of which is
located, outside the present fifty states of the United States and the
District of Columbia, (ii) any Subsidiary that owns, directly or indirectly,
any stock of any Restricted Subsidiary, and (iii) any other Subsidiary of
the Company incorporated or organized within the present fifty states of the
United States and the District of Columbia which the Finance Committee shall
elect to be treated as a Restricted Subsidiary, until such time as the
Finance Committee may elect that such other Subsidiary shall no longer be a
Restricted Subsidiary, successive such elections being permitted without
restriction, provided that any such election pursuant to clause (iii) of
             --------
this definition shall be evidenced by a certificate of an Executive Officer
delivered to the Administrative Agent and shall be effective as of the date
specified in the applicable certification.

                  "Revolving Credit Period" means the period from and
                   -----------------------
including the Effective Date to and including the Termination Date or, if
earlier, the date on which the Total Commitment is terminated.

                  "S&P" means Standard & Poor's Ratings Group and its
                   ---
successors.

                  "Subsidiary" means, with respect to any Person, any
                   ----------
corporation, limited liability company, partnership, association or other
entity of which more than 50% of the issued and outstanding Voting Interests
or, in the case of a partnership, more than 50% of the general partnership
interests, is at the time directly or indirectly owned by such Person or one
or more of such Person's Subsidiaries or by such Person and one or more of
such Person's Subsidiaries.

                  "Swingline Bank" means each of JPMorgan Chase and Bank
                   --------------
One, in its capacity as lender of Swingline Loans hereunder.

                  "Swingline Exposure" means, at any time, the aggregate
                   ------------------
principal amount of all Swingline Loans outstanding at such time. The
Swingline Exposure of any Bank at any time shall be its Pro Rata Percentage
of the total Swingline Exposure at such time.


                                     12

<PAGE>
<PAGE>

                  "Swingline Loan" means a Loan made pursuant to Section
                   --------------
2.05.

                  "Syndicated Loan" means a Base Rate Loan, a CD Loan or a
                   ---------------
Euro-Dollar Loan, as the case may be, but excluding a Swingline Loan.

                  "Tax" means any federal, state, county, municipal or
                   ---
foreign tax, assessment or other governmental charge or levy upon a Person
or upon its assets, revenues, income or profits.

                  "Termination Date" means August 4, 2008.
                   ----------------

                  "Total Commitment" means, at any date, the aggregate
                   ----------------
Commitments of all the Banks as of such date.

                  "Unfunded Liabilities" means the amount (if any) of
                   --------------------
unfunded current liabilities determined under Section 412(l)(1)(8)(A) of the
Code without regard to Section 412(l)(1)(8)(E) thereof, determined as of the
most recent valuation date for such Plan, but only if the Company knows or
should have known of such excess and to the extent that such excess
represents a potential liability of a member of the ERISA Group.

                  "United States" means the United States of America.
                   -------------

                  "Unrestricted Subsidiary" means any Subsidiary of the
                   -----------------------
Company which is not a Restricted Subsidiary.

                  "U.S. Dollars" means dollars in lawful currency of the
                   ------------
United States.

                  "Voting Interest" means equity interests in any entity of
                   ---------------
any class or classes (however designated) having ordinary voting power for
the election of a majority of the governing body of such entity (other than
equity interests having such power only by reason of the happening of a
contingency).

                  Section 1.02. Accounting Terms and Determinations. Unless
                                -----------------------------------
otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared,
in accordance with accounting principles generally accepted in the United
States as in effect from time to time, applied on a basis consistent (except
for changes approved by the Company's independent public accountants) with
the most recent audited consolidated financial statements of the Company and
its Consolidated Subsidiaries delivered to the Banks; provided that, if the
                                                      --------
Company notifies the Administrative Agent that the Company wishes to amend
any provision of this Agreement to eliminate the effect of any change in
generally accepted accounting principles on the operation of such provision
(or if the Administrative Agent notifies the Company that the Required Banks
wish to amend any such provision for such purpose), then compliance with
such provision shall be determined on the basis of generally accepted
accounting principles in effect immediately before the relevant change in
generally accepted accounting principles became effective, until either such
notice is withdrawn or such amendment becomes effective in accordance with
this Agreement.


                                     13

<PAGE>
<PAGE>

                  Section 1.03. Terms Generally. The definitions of terms
                                ---------------
herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words "include",
"includes" and "including" shall be deemed to be followed by the phrase
"without limitation". The word "will" shall be construed to have the same
meaning and effect as the word "shall". Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein), (b) any reference herein to
any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of
similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (d) all references
herein to Articles, Sections, Exhibits and Schedules shall be construed to
refer to Articles and Sections of, and Exhibits and Schedules to, this
Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

                                 ARTICLE II

                                 THE CREDITS

                  Section 2.01. The Commitments. Upon the terms and subject
                                ---------------
to the conditions of, and in reliance on the representations and warranties
made under, this Agreement, the Banks severally agree to make Syndicated
Loans to the Company or to one or more Eligible Subsidiaries from time to
time on or prior to the Termination Date.

                  Section 2.02. The Syndicated Loans. During the Revolving
                                --------------------
Credit Period, each Bank severally agrees, on the terms and subject to the
conditions set forth in this Agreement, to lend to the Company or to one or
more Eligible Subsidiaries from time to time Syndicated Loans; provided that
                                                               --------
the aggregate principal amount of Syndicated Loans by such Bank at any one
time outstanding shall not exceed the amount of its Commitment at such time
less the sum of (a) such Bank's LC Exposure at such time plus (b) such
                                                         ----
Bank's Swingline Exposure at such time plus (c) such Bank's Pro Rata
                                       ----
Percentage of the sum of the aggregate principal amount of Negotiated Rate
Loans outstanding at such time and Money Market Loans outstanding at such
time (in each case, regardless of the amount, if any, of Money Market Loans
or Negotiated Rate Loans actually made by such Bank and outstanding at such
time). Within the foregoing limits, the Borrowers may borrow under this
Section, repay, and, to the extent permitted under Section 2.13, prepay and
reborrow under this Section at any time during the Revolving Credit Period.
The failure of any Bank to make any Syndicated Loan required under this
Agreement shall not release any other Bank from its obligation to make
Syndicated Loans as provided herein.

                  Section 2.03. Syndicated Borrowings. (a) The Company shall
                                ---------------------
give notice (a "Notice of Syndicated Borrowing") to the Administrative Agent
                ------------------------------
not later than (1) 1:00 P.M. (New York City time) on the proposed date of
each Base Rate Borrowing, (2) 12:00 Noon (New York City time) on the
Domestic Business Day before each CD Borrowing and (3) 12:00 Noon


                                     14

<PAGE>
<PAGE>

(New York City time) on the third Euro-Dollar Business Day before each
Euro-Dollar Borrowing; provided, however, that, if the Company shall not
                       --------  -------
have given to the Administrative Agent a Notice of Syndicated Borrowing for
a Refunding Borrowing in respect of a Syndicated Loan or Syndicated Loans,
or part thereof, by the close of business on the third Domestic Business Day
prior to the Maturity Date thereof, then such Syndicated Loan or Syndicated
Loans or part thereof shall come due on such Maturity Date. Each Notice of
Syndicated Borrowing shall specify:

                  (i) the date of such Borrowing, which shall be a Domestic
         Business Day in the case of a Domestic Borrowing or a Euro-Dollar
         Business Day in the case of a Euro-Dollar Borrowing,

                  (ii) the aggregate amount of such Borrowing, which shall
         be an aggregate principal amount of $10,000,000 or any larger
         multiple of $1,000,000 (except that any such Borrowing may be in
         the aggregate amount of the unused Total Commitment),

                  (iii) whether the Loans comprising such Borrowing are to
         be CD Loans, Base Rate Loans or Euro-Dollar Loans,

                  (iv) the duration of the initial Interest Period
         applicable to such Borrowing, subject to the provisions of the
         definition of Interest Period, and

                  (v) if the Borrower of such Borrowing is not the Company,
         the name of the Eligible Subsidiary that will be the Borrower of
         such Borrowing.

A Notice of Syndicated Borrowing shall not be required in connection with a
Base Rate Borrowing pursuant to Section 8.01. A Notice of Syndicated
Borrowing, once given, shall not be revocable by the Company or the
applicable Borrower.

                  (b) Upon receipt of a Notice of Syndicated Borrowing given
to it, the Administrative Agent shall promptly notify each Bank of the
contents thereof and of such Bank's ratable share of such Borrowing.

                  (c) Each Syndicated Borrowing shall be made from the
several Banks ratably in proportion to their respective Commitments.

                  (d) Not later than 2:00 P.M. (New York City time) on the
date of such Borrowing, in the case of a Base Rate Borrowing, or 12:00 Noon
(New York City time) on the date of such Borrowing, in the case of each CD
Borrowing or Euro-Dollar Borrowing, each Bank shall (except as provided in
Section 2.14) make available its ratable share of such Borrowing, in U.S.
Dollars immediately available in New York City, to the Administrative Agent
at its address specified in or pursuant to Section 10.01. Unless the
Administrative Agent determines that any applicable condition specified in
Article III has not been satisfied, the Administrative Agent will make the
funds so received from the Banks available to the Company (for the account
of the applicable Borrower) immediately thereafter at the Administrative
Agent's aforesaid address.


                                     15

<PAGE>
<PAGE>

                  (e) If any Bank makes a new Syndicated Loan hereunder on a
day on which any Borrower is required to or has elected to repay all or any
part of an outstanding Syndicated Loan from such Bank (regardless of whether
such Syndicated Loans are to the same Borrower), such Bank shall apply the
proceeds of its new Syndicated Loan to make such repayment, and only an
amount equal to the difference (if any) between the amount being borrowed
and the amount being repaid shall be made available by such Bank to the
Administrative Agent as provided in the preceding subsection (d) or be
remitted by the applicable Borrower to the Administrative Agent as provided
in Section 2.14, as the case may be, and if such Syndicated Loans are to
different Borrowers the Company shall cause appropriate payments to be made
between such Borrowers to reflect the foregoing.

                  (f) Unless the Administrative Agent shall have received
notice from a Bank prior to the date of any Syndicated Borrowing that such
Bank will not make available to the Administrative Agent such Bank's share
of such Borrowing, the Administrative Agent may assume that such Bank has
made such share available to the Administrative Agent on the date of such
Borrowing in accordance with subsections (d) and (e) of this Section and the
Administrative Agent may, in reliance upon such assumption, make available
to the Company (for the account of the applicable Borrower) on such date a
corresponding amount. If and to the extent that such Bank shall not have so
made such share available to the Administrative Agent, such Bank and the
Company (for the account of the applicable Borrower) severally agree to
repay to the Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date such
amount is made available to the Company until the date such amount is repaid
to the Administrative Agent, at (i) in the case of the Company, a rate per
annum equal to the higher of the Federal Funds Rate and the interest rate
applicable thereto pursuant to Section 2.10 and (ii) in the case of such
Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative
Agent such corresponding amount, such amount so repaid shall constitute such
Bank's Loan included in such Borrowing for purposes of this Agreement.

                  Section 2.04. Money Market Borrowings. (a) The Money
                                -----------------------      ---------
Market Option. The Company may, during the Revolving Credit Period, as set
-------------
forth in this Section, request the Banks to make offers to make Money Market
Loans to the Company or one or more Eligible Subsidiaries from time to time
prior to the Termination Date. The Banks may, but shall have no obligation
to, make such offers, and the Company may, but shall have no obligation to,
accept any such offers in the manner set forth in this Section.

                  (b) Money Market Quote Request. When the Company wishes to
                      --------------------------
request offers to make Money Market Loans under this Section, it shall
transmit to the Administrative Agent by telecopier a Money Market Quote
Request substantially in the form of Exhibit B hereto so as to be received
by the Administrative Agent not later than 10:00 A.M. (New York City time)
on (x) the Domestic Business Day next preceding the date of the Borrowing
proposed therein, in the case of an Absolute Rate Auction, or (y) the fourth
Euro-Dollar Business Day prior to the date of Borrowing proposed therein, in
the case of a LIBOR Auction (or, in either case, such other time or date as
the Company and the Administrative Agent shall have mutually agreed to and
shall have notified to the Banks not later than the date of the Money Market
Quote Request for the first LIBOR Auction or Absolute Rate Auction for which
such change is to be effective), specifying:


                                     16

<PAGE>
<PAGE>

                  (i) the proposed date of Borrowing, which shall be a
         Euro-Dollar Business Day in the case of a LIBOR Auction or a
         Domestic Business Day in the case of an Absolute Rate Auction,

                  (ii) the aggregate amount of such Borrowing, which shall
         be $10,000,000 or a larger multiple of $1,000,000,

                  (iii) the duration of the Interest Period applicable
         thereto, subject to the provisions of the definition of Interest
         Period,

                  (iv) whether the Money Market Quotes requested are to set
         forth a Money Market Margin or a Money Market Absolute Rate, and

                  (v) if the Borrower of such Borrowing is not the Company,
         the name of the Eligible Subsidiary that will be the Borrower of
         such Borrowing.

The Company may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request. No Money Market
Quote Request shall be given within four Euro-Dollar Business Days (or such
other number of days as the Company and the Administrative Agent may agree)
of any other Money Market Quote Request.

                  (c) Invitation for Money Market Quotes. Promptly upon
                      ----------------------------------
receipt of a Money Market Quote Request, the Administrative Agent shall send
to the Banks by telecopier an invitation (an "Invitation") for Money Market
                                              ----------
Quotes, substantially in the form of Exhibit C hereto, which shall
constitute an invitation by the Company (on behalf of the applicable
Borrower) to each Bank to submit Money Market Quotes offering to make the
Money Market Loans to which such Money Market Quote Request relates in
accordance with this Section.

                  (d) Submission and Contents of Money Market Quotes. (i)
                      ----------------------------------------------
Each Bank may submit a Money Market Quote containing an offer or offers to
make Money Market Loans in response to any Invitation for Money Market
Quotes. Each Money Market Quote must comply with the requirements of this
subsection (d) and must be submitted to the Administrative Agent by
telecopier at its offices specified in or pursuant to Section 10.01 not
later than (x) 10:00 A.M. (New York City time) on the third Euro-Dollar
Business Day prior to the proposed date of Borrowing, in the case of a LIBOR
Auction, or (y) 9:30 A.M. (New York City time) on the proposed date of
Borrowing, in the case of an Absolute Rate Auction (or, in either case, such
other time or date as the Company and the Administrative Agent shall have
mutually agreed to and shall have notified to the Banks not later than the
date of the Money Market Quote Request for the first LIBOR Auction or
Absolute Rate Auction for which such change is to be effective); provided
                                                                 --------
that Money Market Quotes submitted by the Administrative Agent (or any
Affiliate of the Administrative Agent) in its capacity as a Bank may only be
submitted if the Administrative Agent or such Affiliate notifies the Company
of the terms of the offer or offers contained therein not later than (x) one
hour prior to the deadline for the other Banks, in the case of a LIBOR
Auction, or (y) 15 minutes prior to the deadline for the other Banks, in the
case of an Absolute Rate Auction. Subject to Articles III and VI, any Money
Market Quote so made shall be irrevocable, except (A) as provided in Section
2.04(e) or (B) with the written consent of the Administrative Agent given on
the instructions of the Company.


                                     17

<PAGE>
<PAGE>

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

                  (A) the proposed date of Borrowing,

                  (B) the principal amount of each Money Market Loan for
         which an offer is being made, which principal amount (w) may be
         greater than or less than the Commitment of the quoting Bank, (x)
         must be $10,000,000 or a larger multiple of $1,000,000, (y) may not
         exceed the principal amount of Money Market Loans for which offers
         were requested and (z) may be subject to an aggregate limitation as
         to the principal amount of Money Market Loans for which offers
         being made by such quoting Bank may be accepted,

                  (C) in the case of a LIBOR Auction, the margin above or
         below the applicable LIBO Rate (the "Money Market Margin") offered
                                              -------------------
         for such Money Market Loan, expressed as a percentage (specified to
         the nearest 1/10,000th of 1%) to be added to or subtracted from
         such base rate,

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

                  (E) the identity of the quoting Bank.

A Money Market Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related
Invitation for Money Market Quotes.

                  (iii) Any Money Market Quote shall be disregarded if it:

                  (A) is not substantially in the form of Exhibit D hereto
         or does not specify all of the information required by subsection
         (d)(ii);

                  (B) contains qualifying, conditional or similar language;

                  (C) proposes terms other than or in addition to those set
         forth in the applicable Invitation for Money Market Quotes; or

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

                  (e) Notice to Company. The Administrative Agent shall
                      -----------------
promptly notify the Company of the terms (i) of any Money Market Quote
submitted by a Bank that is in accordance with subsection (d) and (ii) of
any Money Market Quote that amends, modifies or is otherwise inconsistent
with a previous Money Market Quote submitted by such Bank with respect to
the same Money Market Quote Request. Any such subsequent Money Market Quote
shall be disregarded by the Administrative Agent unless such subsequent
Money Market Quote is submitted solely to correct a manifest error in such
previous Money Market Quote. The Administrative Agent's notice to the
Company shall specify (A) the aggregate principal amount of Money Market
Loans for which offers have been received for each Interest Period specified
in



                                     18

<PAGE>
<PAGE>

the related Money Market Quote Request, (B) the respective principal amounts
and Money Market Margins or Money Market Absolute Rates, as the case may be,
so offered and (C) if applicable, any limitation on the aggregate principal
amount of Money Market Loans for which offers in any single Money Market
Quote may be accepted.

                  (f) Acceptance and Notice by Company. Not later than (x)
                      --------------------------------
10:30 A.M. (New York City time) on the proposed date of Borrowing, in the
case of an Absolute Rate Auction, or (y) 11:00 A.M. (New York City time) on
the third Euro-Dollar Business Day prior to the proposed date of Borrowing,
in the case of a LIBOR Auction (or such other time and date as the Company
and the Administrative Agent shall have mutually agreed to and shall have
notified to the Banks not later than the date of the Money Market Quote
Request for the first LIBOR Auction or Absolute Rate Auction for which such
change is to be effective), the Company (on behalf of the applicable
Borrower) shall notify the Administrative Agent of its acceptance or
non-acceptance of the offers so notified to it pursuant to subsection (e).
Failure of the Company to notify the Administrative Agent of its acceptance
or non-acceptance of offers by such applicable time shall constitute
non-acceptance of such offers by the Company. In the case of acceptance,
such notice (a "Notice of Money Market Borrowing"), which shall be in the
                --------------------------------
form of Exhibit E hereto, shall specify the aggregate principal amount of
offers for each Interest Period that are accepted. The Company (on behalf of
the applicable Borrower) may accept any Money Market Quote in whole or in
part; provided that:
      --------

                  (i) the aggregate principal amount of each Money Market
         Borrowing may not exceed the applicable amount set forth in the
         related Money Market Quote Request and may not be in an amount that
         would result in the aggregate principal amount of the outstanding
         Loans exceeding the Total Commitment (after giving effect to all
         borrowings and repayments of Loans then being made),

                  (ii) the aggregate principal amount of each Money Market
         Borrowing must be $10,000,000 or a larger multiple of $1,000,000,

                  (iii) acceptance of offers may only be made on the basis
         of ascending Money Market Absolute Rates or Money Market Margins,
         as the case may be, and

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

                  (g) Allocation by Administrative Agent. If offers are made
                      ----------------------------------
by two or more Banks with the same Money Market Margin or Money Market
Absolute Rate, as the case may be, and for a greater aggregate principal
amount than the principal amount (after deducting the principal amount of
the lower priced offers accepted by the Company) in respect of which offers
are accepted for the related Interest Period, the principal amount of Money
Market Loans in respect of which such offers are accepted shall be allocated
by the Administrative Agent among such Banks as nearly as possible (in
multiples of such amount not less than $1,000,000, as the Administrative
Agent may deem appropriate) in proportion to the aggregate principal amounts
of such offers. Determinations by the Administrative Agent of the amounts of
Money Market Loans to be made by each Bank shall be conclusive in the
absence of manifest error.


                                     19

<PAGE>
<PAGE>

                  (h) Notice to Banks; Funding of Money Market Loans. (i)
                      ----------------------------------------------
Upon receipt of a Notice of Money Market Borrowing by the Administrative
Agent, such Notice of Money Market Borrowing shall not thereafter be
revocable by the Company or the applicable Borrower. The Administrative
Agent shall promptly notify each Bank of the contents of each Notice of
Money Market Borrowing and of such Bank's share (if any) of such Borrowing.

                  (ii) Not later than 12:00 Noon (New York City time) on the
         date of each Money Market Borrowing, each Bank participating
         therein shall (except as provided in clause (iii) of this
         subsection (h)) make available its share of such Money Market
         Borrowing, in U.S. Dollars immediately available in New York City,
         to the Administrative Agent at its address specified in or pursuant
         to Section 10.01. Unless the Administrative Agent determines that
         any applicable condition specified in Article III has not been
         satisfied, the Administrative Agent will make the funds so received
         from the Banks available to the Company (for the account of the
         applicable Borrower) at the Administrative Agent's aforesaid
         address.

                  (iii) If any Bank makes a new Money Market Loan hereunder
         on a day on which any Borrower is to repay all or any part of an
         outstanding Loan from such Bank, such Bank shall apply the proceeds
         of its new Money Market Loan to make such repayment, and only an
         amount equal to the difference (if any) between the amount being
         borrowed and the amount being repaid shall be made available by
         such Bank to the Administrative Agent as provided in clause (ii) of
         this subsection (h) or remitted by the applicable Borrower to the
         Administrative Agent as provided in Section 2.14, as the case may
         be, and if such Loans are to different Borrowers the Company shall
         cause appropriate payments to be made between such Borrowers to
         reflect the foregoing.

                  (iv) Unless the Administrative Agent shall have received
         notice from a Bank prior to the date of any Money Market Borrowing
         that such Bank will not make available to the Administrative Agent
         such Bank's share of such Borrowing, the Administrative Agent may
         assume that such Bank has made such share available to the
         Administrative Agent on the date of such Borrowing in accordance
         with the preceding clauses (ii) and (iii) of this subsection (h)
         and the Administrative Agent may, in reliance upon such assumption,
         make available to the Company (for the account of the applicable
         Borrower) on such date a corresponding amount. If and to the extent
         that such Bank shall not have so made such share available to the
         Administrative Agent, such Bank and the Company (for the account of
         the applicable Borrower) severally agree to repay to the
         Administrative Agent forthwith on demand such corresponding amount
         together with interest thereon, for each day from the date such
         amount is made available to the Company until the date such amount
         is repaid to the Administrative Agent, at (A) in the case of the
         Company, a rate per annum equal to the higher of the Federal Funds
         Rate and the interest rate applicable thereto pursuant to Section
         2.10 and (B) in the case of such Bank, the Federal Funds Rate. If
         such Bank shall repay to the Administrative Agent such
         corresponding amount, such amount so repaid shall constitute such
         Bank's Loan included in such Borrowing for purposes of this
         Agreement.


                                     20

<PAGE>
<PAGE>

                  Section 2.05. Swingline Borrowings. (a) During the
                                --------------------
Revolving Credit Period, each Swingline Bank severally agrees, on the terms
and subject to the conditions set forth in this Agreement, to lend to the
Company or to one or more Eligible Subsidiaries from time to time Swingline
Loans in U.S. Dollars; provided that (i) the aggregate principal amount of
                       --------
such Swingline Loans at any one time outstanding shall not exceed the lesser
of (x) $300,000,000 and (y) the Total Commitment at such time less the sum
of the aggregate principal amount of Loans outstanding at such time plus the
                                                                    ----
total LC Exposure at such time; provided that no Swingline Bank shall be
                                --------
required to make a Swingline Loan to refinance an outstanding Swingline
Loan. Within the foregoing limits, the Borrowers may borrow under this
Section, repay, and, to the extent permitted under Section 2.13, prepay and
reborrow under this Section at any time during the Revolving Credit Period.

                  (b) The Company shall give notice (a "Notice of Swingline
                                                        -------------------
Borrowing") to the Administrative Agent not later than 2:00 P.M. (New York
---------
City time) on the proposed date of each proposed Swingline Borrowing. Each
Notice of Swingline Borrowing shall specify:

                  (i) the date of such Borrowing, which shall be a Domestic
         Business Day,

                  (ii) the aggregate amount of such Borrowing, which shall
         be an aggregate principal amount of $10,000,000 or any larger
         multiple of $1,000,000 (except that any such Borrowing may be in
         the aggregate amount of the unused Total Commitment),

                  (iii) the duration of the Interest Period applicable to
         such Borrowing, subject to the provisions of the definition of
         Interest Period, and

                  (iv) if the Borrower of such Borrowing is not the Company,
         the name of the Eligible Subsidiary that will be the Borrower of
         such Borrowing.

                  (c) Participations by Banks in Swingline Loans. Each
                      ------------------------------------------
Swingline Bank may by written notice given to the Administrative Agent not
later than 10:00 A.M. (New York City time), on any Domestic Business Day
require the Banks to acquire participations on such Business Day in all or a
portion of the Swingline Loans outstanding. Such notice to the
Administrative Agent shall specify the aggregate amount of Swingline Loans
in which the Banks will participate. Promptly upon receipt of such notice,
the Administrative Agent will give notice thereof to each Bank, specifying
in such notice such Bank's Pro Rata Percentage of such Swingline Loan or
Loans. Each Bank hereby absolutely and unconditionally agrees, upon receipt
of notice as provided above in this paragraph, to pay to the Administrative
Agent, for account of such Swingline Bank, such Bank's Pro Rata Percentage
of such Swingline Loan or Loans. Each Bank acknowledges and agrees that its
obligation to acquire participations in Swingline Loans pursuant to this
paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a
Default or reduction or termination of the Commitments, and that each such
payment shall be made without any offset, abatement, withholding or
reduction whatsoever. Each Bank shall comply with its obligation under this
paragraph by wire transfer of immediately available funds, in the same
manner as provided in Section 2.03(d) with respect to Syndicated Loans made
by such Bank (and Section 2.03(d) shall apply, mutatis mutandis, to the
                                               ------- --------
payment obligations of the



                                     21

<PAGE>
<PAGE>

Banks), and the Administrative Agent shall promptly pay to such Swingline
Bank the amounts so received by it from the Banks. The Administrative Agent
shall notify the Company of any participations in any Swingline Loan
acquired pursuant to this paragraph, and thereafter payments in respect of
such Swingline Loan shall be made to the Administrative Agent and not to
such Swingline Bank. Any amounts received by such Swingline Bank from the
applicable Borrower (or other party on behalf of the applicable Borrower) in
respect of a Swingline Loan after receipt by such Swingline Bank of the
proceeds of a sale of participations therein shall be promptly remitted to
the Administrative Agent; any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the Banks
that shall have made their payments pursuant to this paragraph and to such
Swingline Bank, as their interests may appear. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not
relieve the Borrower of any default in the payment thereof.

                  Section 2.06.  Letters of Credit.
                                 -----------------

                  (a) General. Subject to the terms and conditions set forth
                      -------
herein, in addition to the Loans provided for in Section 2.01, the Company
may request any Issuing Bank to issue, at any time and from time to time
during the Revolving Credit Period, Letters of Credit denominated in U.S.
Dollars for its own account or the account of one or more Eligible
Subsidiaries in such form as is acceptable to such Issuing Bank in its
reasonable determination. Letters of Credit issued hereunder shall
constitute utilization of the Total Commitment.

                  (b) Notice of Issuance, Amendment, Renewal or Extension.
                      ---------------------------------------------------
To request the issuance of a Letter of Credit (or the amendment, renewal or
extension of an outstanding Letter of Credit), the Company shall hand
deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the respective Issuing Bank)
to an Issuing Bank selected by it and to the Administrative Agent
(reasonably in advance of the requested date of issuance, amendment, renewal
or extension) a notice (which, if not delivered electronically, shall be
executed by the Treasurer or an Assistant Treasurer of the Company)
requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of
issuance, amendment, renewal or extension (which shall be a Business Day),
the date on which such Letter of Credit is to expire (which shall comply
with paragraph (d) of this Section), the amount of such Letter of Credit,
the name and address of the beneficiary thereof, if such Letter of Credit is
not being issued for the account of the Company, the name of the Eligible
Subsidiary for whose account such Letter of Credit is being issued and such
other information as shall be necessary to prepare, amend, renew or extend
such Letter of Credit. If requested by the respective Issuing Bank, the
Company and/or the applicable Eligible Subsidiary also shall submit a letter
of credit application on such Issuing Bank's standard form in connection
with any request for a Letter of Credit. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and
conditions of any form of letter of credit application or other agreement
submitted by the Company and/or the applicable Eligible Subsidiary to, or
entered into by the Company and/or the applicable Eligible Subsidiary with,
an Issuing Bank relating to any Letter of Credit, the terms and conditions
of this Agreement shall control.


                                     22

<PAGE>
<PAGE>

                  (c) Limitations on Amounts. A Letter of Credit shall be
                      ----------------------
issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Borrower shall be deemed
to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension the aggregate LC Exposures of the Issuing
Banks (determined for these purposes without giving effect to the
participations therein of the Banks pursuant to subsection (e) of this
Section) shall not exceed the lesser of (i) $200,000,000 and (ii) the Total
Commitment at such time less the sum of the aggregate principal amount of
Loans outstanding at such time.

                  (d) Expiration Date. Each Letter of Credit shall expire at
                      ---------------
the date specified by the Company but not later than the close of business
on the earlier of (i) the date twelve months after the date of the issuance
of such Letter of Credit (or, in the case of any renewal or extension
thereof, twelve months after the then-current expiration date of such Letter
of Credit, so long as such renewal or extension occurs within three months
of such then-current expiration date and does not extend beyond the date in
clause (ii) hereof) and (ii) the date that is five Business Days prior to
the Termination Date.

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

                  In consideration and in furtherance of the foregoing, each
Bank hereby absolutely and unconditionally agrees to pay to the
Administrative Agent, for account of the respective Issuing Bank, such
Bank's Pro Rata Percentage of each LC Disbursement made by an Issuing Bank
promptly upon the request of such Issuing Bank at any time from the time
such LC Disbursement was required to be reimbursed by the applicable
Borrower pursuant to Section 2.06(f) until such LC Disbursement is
reimbursed by the applicable Borrower or at any time after any reimbursement
payment is required to be refunded to the applicable Borrower for any
reason. Such payment shall be made without any offset, abatement,
withholding or reduction whatsoever. Each such payment shall be made in the
same manner as provided in Section 2.03(d) with respect to Loans made by
such Bank (and Section 2.03(d) shall apply, mutatis mutandis, to the payment
                                            ------- --------
obligations of the Banks), and the Administrative Agent shall promptly pay
to the respective Issuing Bank the amounts so received by it from the Banks.
Promptly following receipt by the Administrative Agent of any payment from
the applicable Borrower pursuant to the next following paragraph, the
Administrative Agent shall distribute such payment to the respective Issuing
Bank or, to the extent that the Banks have made payments pursuant to this
paragraph to reimburse such Issuing Bank, then to such Banks and such
Issuing Bank as their interests may appear. Any payment made by a Bank
pursuant to this paragraph to



                                     23

<PAGE>
<PAGE>

reimburse an Issuing Bank for any LC Disbursement shall not constitute a
Loan and shall not relieve the applicable Borrower of its obligation to
reimburse such LC Disbursement.

                  (f) Reimbursement. If an Issuing Bank shall make any LC
                      -------------
Disbursement in respect of a Letter of Credit issued for the account of any
Borrower, such Borrower shall reimburse such Issuing Bank in respect of such
LC Disbursement by paying to the Administrative Agent an amount equal to
such LC Disbursement not later than 12:00 Noon (New York City time), on (i)
the Business Day that the Borrower (on behalf of such Borrower) receives
notice of such LC Disbursement, if such notice is received prior to 10:00
A.M. (New York City time), or (ii) the Business Day immediately following
the day that the Company (on behalf of such Borrower) receives such notice,
if such notice is not received prior to such time, provided that, if such LC
                                                   --------
Disbursement is not less than $10,000,000, the Company may, subject to the
conditions to borrowing set forth herein, request in accordance with Section
2.03 or 2.05 that such payment be financed with a Base Rate Borrowing or a
Swingline Borrowing in an equivalent amount and, to the extent so financed,
such Borrower's obligation to make such payment shall be discharged and
replaced by the resulting Base Rate Loan or Swingline Loan.

                  If the applicable Borrower fails to make such payment when
due, the Administrative Agent shall notify each Bank of the applicable LC
Disbursement, the payment then due from such Borrower in respect thereof and
such Bank's Pro Rata Percentage thereof.

                  (g) Obligations Absolute. The obligation of each Borrower
                      --------------------
to reimburse LC Disbursements in respect of Letters of Credit issued for its
account as provided in subsection (f) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever
and irrespective of (i) any lack of validity or enforceability of any Letter
of Credit, or any term or provision therein, (ii) any draft or other
document presented under a Letter of Credit proving to be forged, fraudulent
or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the respective Issuing Bank
under a Letter of Credit against presentation of a draft or other document
that does not comply strictly with the terms of such Letter of Credit, (iv)
any counterclaim or setoff the respective Issuing Bank has against the
beneficiary of such Letter of Credit, (v) whether or not an Event of Default
has occurred, (vi) whether or not there has been an adverse change in the
business of such Borrower and (vii) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but
for the provisions of this Section, constitute a legal or equitable
discharge of such Borrower's obligations hereunder.

                  Neither the Administrative Agent, the Banks nor any
Issuing Bank, nor any of their Related Parties, shall have any liability or
responsibility by reason of or in connection with the issuance or transfer
of any Letter of Credit by the respective Issuing Bank or any payment or
failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error,
omission, interruption, loss or delay in transmission or delivery of any
draft, notice or other communication under or relating to any Letter of
Credit (including any document required to make a drawing thereunder), any
error in interpretation of technical terms or any consequence arising from
causes beyond the control of the respective Issuing Bank; provided that the
                                                          --------
foregoing shall not be construed to excuse an Issuing Bank from



                                     24

<PAGE>
<PAGE>

liability to any Borrower to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by each
Borrower to the extent permitted by applicable law) suffered by such
Borrower that are caused by such Issuing Bank's gross negligence or willful
misconduct when determining whether drafts and other documents presented
under a Letter of Credit issued for the account of such Borrower comply with
the terms thereof. The parties hereto expressly agree that:

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

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

                  (iii) when determining whether drafts or other documents
         comply with the terms of a Letter of Credit, an Issuing Bank shall
         act in accordance with its standard banking practices with respect
         to letters of credit, and this sentence shall establish the
         standard of care to be exercised by an Issuing Bank when making
         such a determination (and the parties hereto hereby waive, to the
         extent permitted by applicable law, any standard of care
         inconsistent with the foregoing).

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

                  (i) Interim Interest. If the Issuing Bank for any Letter
                      ----------------
of Credit shall make any LC Disbursement, then, unless the Borrower for
whose account such Letter of Credit was issued shall reimburse such LC
Disbursement in full on the date such LC Disbursement is made, the unpaid
amount thereof shall bear interest, for each day from and including the date
such LC Disbursement is made to but excluding the date that such Borrower
reimburses such LC Disbursement, at the rate per annum then applicable to
Base Rate Loans; provided that, if such Borrower fails to reimburse such LC
                 --------
Disbursement when due pursuant to subsection (f) of this Section, then such
overdue amounts shall bear interest, payable on demand, for each day until
paid at a rate per annum equal to the sum of 1% plus the rate otherwise
                                                ----
applicable for such day. Interest accrued pursuant to this paragraph shall
be for account of such Issuing Bank, except that interest accrued on and
after the date of payment by any Bank pursuant to Subsection (e) of this
Section to reimburse such Issuing Bank shall be for account of such Bank to
the extent of such payment.


                                     25

<PAGE>
<PAGE>

                  (j) Addition and Termination of Issuing Banks. Any Bank
                      -----------------------------------------
may be added as an Issuing Bank at any time pursuant to a written agreement
among the Company, the Administrative Agent and such Bank and to be in form
and substance reasonably satisfactory to such Bank and the Administrative
Agent. The Administrative Agent shall notify the Bank of each additional
Issuing Bank. From and after the effective date of any such addition, (i)
the additional Issuing Bank shall have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit to be
issued by it thereafter and (ii) references herein to the term "Issuing
Bank" shall be deemed to include such additional Issuing Bank.

                  In addition, any Issuing Bank, with the consent of the
Company, may cease being an Issuing Bank at any time pursuant to a written
agreement among the Company, the Administrative Agent and such Issuing Bank
and to be in form and substance reasonably satisfactory to such terminating
Issuing Bank, the Administrative Agent and the Company. The Administrative
Agent shall notify the Banks of each terminating Issuing Bank. At the time
such termination is effective, the Company shall pay all unpaid fees accrued
for account of the respective terminating Issuing Bank. After the
termination of an Issuing Bank, such Issuing Bank shall remain a party
hereto as an Issuing Bank and shall continue to have all the rights and
obligations of an Issuing Bank with respect to the Letters of Credit issued
by it prior to such termination, but shall not be required to issue
additional Letters of Credit.

                  (k) Cash Collateralization. If an Event of Default shall
                      ----------------------
occur and be continuing and the Company (on behalf of the applicable
Borrowers) receives notice from the Administrative Agent or the Required
Lenders (or, if the maturity of the Loans has been accelerated, Lenders with
LC Exposure representing more than 50% of the total LC Exposure) demanding
the deposit of cash collateral pursuant to this paragraph, the Borrowers
shall immediately deposit into a collateral account specified by the
Administrative Agent (the "Collateral Account") an amount in cash equal to
                           ------------------
the LC Exposure as of such date plus any accrued and unpaid interest on the
                                ----
amount of unreimbursed LC Disbursements; provided that the obligation to
                                         --------
deposit such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other
notice of any kind, upon the occurrence of any Event of Default described in
6.01(f) or (g). Such deposit shall be held by the Administrative Agent in
the Collateral Account as collateral for the LC Exposure, and for these
purposes each Borrower hereby grants a security interest to the
Administrative Agent for the benefit of the Banks in the Collateral Account
and in any financial assets (as defined in the Uniform Commercial Code) or
other property held therein. In the event that such deposit at any time
exceeds such aggregate LC Exposure at such time plus such accrued and unpaid
                                                ----
interest on the amount of unreimbursed LC Disbursements, the Administrative
Agent shall promptly pay to the Company the amount of such excess. To the
extent permitted by law, such deposit shall be promptly used to pay
unreimbursed LC Disbursements plus any accrued and unpaid interest thereon.

                  Section 2.07. Negotiated Rate Loans. During the Revolving
                                ---------------------
Credit Period, the Company may make arrangements with one or more of the
Banks for Negotiated Rate Loans to be made by such Bank or Banks, to such
Borrowers, at such interest rates, in such currency or currencies and on
such other terms and conditions as may be agreed upon between the Company
and such Bank or Banks; provided, however, that the Company shall not borrow
                        --------  -------
or permit any



                                     26

<PAGE>
<PAGE>

Eligible Subsidiary to borrow any Negotiated Rate Loan in an amount that
would result in the sum of the aggregate principal amount of the outstanding
Loans plus the total LC Exposure exceeding the Total Commitment (after
      ----
giving effect to all borrowings and repayments of Loans then being made).
The Company shall promptly notify the Administrative Agent of the making of
any such Negotiated Rate Loan, the aggregate principal amount thereof, the
Interest Period applicable thereto, the currency or currencies in which such
loan is denominated (if other than U.S. Dollars) and of any prepayment or
repayment thereof. In addition, any Bank that makes a Negotiated Rate Loan
to any Borrower in a currency other than U.S. Dollars shall promptly notify
the Administrative Agent of the U.S. Dollar equivalent of such Negotiated
Rate Loan (as determined by such Bank based upon its spot buying rate), and
the U.S. Dollar equivalent amount so determined and notified to the
Administrative Agent shall thereafter be utilized for purposes of
determining the amount of unused Commitments. Each such Negotiated Rate Loan
shall be in the principal amount of $1,000,000 (or its equivalent in another
currency) or a larger multiple thereof (or its equivalent in another
currency).

                  Section 2.08. Evidence of Debt. (a) Each Bank shall
                                ----------------
maintain in accordance with its usual practice records evidencing the
indebtedness of each Borrower to such Bank resulting from each Loan made by
such Bank, including the amounts of principal and interest payable and paid
to such Bank from time to time hereunder.

                  (b) The Administrative Agent shall maintain records in
which it shall record (i) the amount of each Loan made hereunder and each
Interest Period therefor, (ii) the amount of any principal or interest due
and payable or to become due and payable from each Borrower to each Bank
hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for account of the Banks and each Bank's share thereof.

                  (c) The entries made in the records maintained pursuant to
subsection (a) or (b) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
                                                           --------
failure of any Bank or the Administrative Agent to maintain such records or
any error therein shall not in any manner affect the obligation of any
Borrower to repay the Loans in accordance with the terms of this Agreement.

                  (d) Any Bank may request that the Loans of such Bank to
any Borrower be evidenced by a single Note payable by such Borrower to the
order of such Bank for the account of its applicable Lending Office in an
amount equal to the aggregate unpaid principal amount of such Bank's Loans.
In such event, such Borrower shall prepare, execute and deliver to such Bank
a Note payable to such Bank (or, if requested by such Bank, to such Bank and
its registered assigns). Thereafter, the Loans evidenced by such Note and
interest thereon shall at all times (including after assignment pursuant to
Section 10.06) be represented by one or more Notes in such form payable to
the payee named therein (or, if such Note is a registered note, to such
payee and its registered assigns).

                  Section 2.09. Maturity of Loans. Each Loan included in any
                                -----------------
Borrowing shall mature, and the principal amount thereof shall be due and
payable, on the last day of the Interest Period applicable to such Borrowing
(such last day being referred to in this Agreement as the "Maturity Date" of
                                                           -------------
each such Loan).


                                     27

<PAGE>
<PAGE>

                  Section 2.10. Interest Rates. (a) Each Base Rate Loan
                                --------------
shall bear interest on the outstanding principal amount thereof, for each
day from the date such Loan is made until it becomes due, at a rate per
annum equal to the Base Rate for such day. Such interest shall be payable
for each Interest Period on the last day thereof and, if such Interest
Period is longer than three months, at intervals of three months after the
first day thereof and, in the case of any prepayment, as specified in
Section 2.13. Any overdue principal of and overdue interest on any Base Rate
Loan and all other amounts hereunder not paid when due (other than principal
and interest on Loans subject to subsections (b), (c), (d), (e) and (f) of
this Section) shall bear interest, payable on demand, for each day until
paid at a rate per annum equal to the sum of 1% plus the rate otherwise
                                                ----
applicable to Base Rate Loans for such day.

                  (b) Each CD Loan shall bear interest on the outstanding
principal amount thereof, for each Interest Period applicable thereto, at a
rate per annum equal to the sum of the CD Margin plus the Adjusted CD Rate
                                                 ----
in respect of such Interest Period plus, for any Commitment Utilization Day,
                                   ----
the Additional Margin. Such interest shall be payable for each Interest
Period on the last day thereof and, if such Interest Period is longer than
90 days, at intervals of 90 days after the first day thereof and, in the
case of any prepayment, as specified in Section 2.13. Any overdue principal
of or overdue interest on any CD Loan shall bear interest, payable on
demand, for each day until paid at a rate per annum equal to the sum of 1%
plus the rate applicable to Base Rate Loans for such day.
----

                  "CD Margin" applicable to any CD Loan outstanding on any
                   ---------
day means (i) if such day falls within a Level I Pricing Period, 0.240% and
(ii) if such day falls within a Level II Pricing Period, 0.375%. The CD
Margin shall be adjusted automatically on and as of the effective date of
any change between Pricing Periods, as provided in Section 2.18.

                  The "Adjusted CD Rate" applicable to any Interest Period
                       ----------------
means a rate per annum determined pursuant to the following formula:

                  ACDR =        [       CDBR        ] *
                                [-------------------] + AR
                                [    1.00 - CDRP    ]

                  ACDR =        Adjusted CD Rate for such Interest Period
                  CDBR =        CD Base Rate for such Interest Period
                  CDRP =        CD Reserve Percentage
                  AR   =        Assessment Rate

<FN>
-------------
                  * The amount in brackets being rounded upward, if
necessary, to the next higher 1/100 of 1%.

                  The "CD Base Rate" means for any Interest Period the
                       ------------
average per annum rate of interest (rounded upward, if necessary, to the
next higher 1/100 of 1%) bid at 10:00 A.M. (New York City time) (or as soon
thereafter as it may be practicable to determine) on the first day of such
Interest Period by two or more New York certificate of deposit dealers of
recognized


                                     28

<PAGE>
<PAGE>

standing (as reported by each Reference Bank to the Administrative Agent)
for the purchase at face value from each Reference Bank of its certificates
of deposit in an amount comparable to the principal amount of the CD Loan of
such Reference Bank to which such Interest Period applies and with a
maturity comparable to such Interest Period.

                  "CD Reserve Percentage" means for any day that percentage
                   ---------------------
(expressed as a decimal) which is in effect on such day as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including, without limitation,
any basic, supplemental or emergency reserves) for a member bank of the
Federal Reserve System in New York City with deposits exceeding five billion
U.S. Dollars in respect of new non-personal time deposits in U.S. Dollars in
New York City having a maturity comparable to the related Interest Period
and in an amount of $100,000 or more. The Adjusted CD Rate shall be adjusted
automatically on and as of the effective date of each change in the CD
Reserve Percentage.

                  "Assessment Rate" means for any Interest Period the net
                   ---------------
annual assessment rate (rounded upward, if necessary, to the next higher
1/100 of 1%) actually incurred by the Person serving as the Administrative
Agent to the Federal Deposit Insurance Corporation (or any successor) for
such Corporation's (or such successor's) insuring time deposits at the
offices of the Person serving as the Administrative Agent in the United
States during the most recent period for which such rate has been determined
prior to the commencement of such Interest Period.

                  (c) Each Euro-Dollar Loan shall bear interest on the
outstanding principal amount thereof, for each Interest Period applicable
thereto, at a rate per annum equal to the sum of the Euro-Dollar Margin plus
                                                                        ----
the Adjusted LIBO Rate in respect of such Interest Period plus, for any
                                                          ----
Commitment Utilization Day, the Additional Margin. Such interest shall be
payable for each Interest Period on the last day thereof and, if such
Interest Period is longer than three months, at intervals of three months
after the first day thereof and, in the case of any prepayment, as specified
in Section 2.13.

                  The "Euro-Dollar Margin" applicable to any Euro-Dollar
                       ------------------
Loan outstanding on any day means (i) if such day falls within a Level I
Pricing Period, 0.115% and (ii) if such day falls within a Level II Pricing
Period, 0.250%. The Euro-Dollar Margin shall be adjusted automatically on
and as of the effective date of any change between Pricing Periods, as
provided in Section 2.18.

                  The "Adjusted LIBO Rate" applicable to any Interest Period
                       ------------------
means a rate per annum equal to the quotient (rounded upwards, if necessary,
to the next higher 1/100 of 1%) obtained by dividing (i) the LIBO Rate in
respect of such Interest Period by (ii) 1.00 minus the Euro-Dollar Reserve
                                             -----
Percentage.

                  The "LIBO Rate" means, for the Interest Period for any
                       ---------
Euro-Dollar Borrowing, the rate appearing on Page 3750 of the Telerate
Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates



                                     29

<PAGE>
<PAGE>

applicable to U.S. Dollar deposits in the London interbank market) at
approximately 11:00 A.M., London time, two Euro-Dollar Business Days prior
to the commencement of such Interest Period, as the rate for the offering of
U.S. Dollar deposits with a maturity comparable to such Interest Period. In
the event that such rate is not available at such time for any reason, then
the LIBO Rate for such Interest Period shall be the rate at which U.S.
Dollar deposits of $10,000,000 and for a maturity comparable to such
Interest Period are offered by the principal London office of the Person
serving as the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 A.M., London time, two
Euro-Dollar Business Days prior to the commencement of such Interest Period.

                  The "Euro-Dollar Reserve Percentage" means for any day
                       ------------------------------
that percentage (expressed as a decimal) which is in effect on such day as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement for a member bank
of the Federal Reserve System in New York City with deposits exceeding five
billion U.S. Dollars in respect of "Eurocurrency liabilities" (as such
liabilities are referred to in Regulation D of the Board of Governors of the
Federal Reserve System) (or in respect of any other category of liabilities
which includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or
other assets which includes loans by a non-United States office of such a
bank to United States residents). The Adjusted LIBO Rate shall be adjusted
automatically on and as of the effective date of each change in the
Euro-Dollar Reserve Percentage.

                  (d) Any overdue principal of or overdue interest on any
Euro-Dollar Loan shall bear interest, payable on demand, for each day until
paid, at a rate per annum equal to (i) the sum of 1% plus the rate otherwise
                                                     ----
applicable to such Euro-Dollar Loan or (ii) if the circumstances described
in subsection (a) or (b) of Section 8.01 shall exist, the sum of 1% plus the
                                                                    ----
rate applicable to Base Rate Loans for such day.

                  (e) Subject to Section 8.01(a), each Money Market LIBOR
Loan shall bear interest on the outstanding principal amount thereof, for
the Interest Period applicable thereto, at a rate per annum equal to the sum
of the LIBO Rate for such Interest Period (determined in accordance with
Section 2.10(c) as if the related Money Market LIBOR Borrowing were a
Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the
                       ----     -----
Bank making such Loan in accordance with Section 2.04. Each Money Market
Absolute Rate Loan shall bear interest on the outstanding principal amount
thereof, for the Interest Period applicable thereto, at a rate per annum
equal to the Money Market Absolute Rate quoted by the Bank making such Loan
in accordance with Section 2.04. Such interest shall be payable for each
Interest Period on the last day thereof and, if such Interest Period is
longer than three months, at intervals of three months after the first day
thereof and, in the case of any prepayment, as specified in Section 2.13.
Any overdue principal of or overdue interest on any Money Market Loan shall
bear interest, payable on demand, for each day until paid at a rate per
annum equal to the sum of 1% plus the rate applicable to Base Rate Loans for
                             ----
such day.

                  (f) Each Swingline Loan shall bear interest on the
outstanding principal amount thereof, for each day from the date such Loan
is made until it becomes due, at a rate per annum equal to the Base Rate for
such day. Such interest shall be payable for each Interest Period on



                                     30

<PAGE>
<PAGE>

the last day thereof and, in the case of any prepayment, as specified in
Section 2.13. Any overdue principal of and overdue interest on any Swingline
Loan shall bear interest, payable on demand, for each day until paid at a
rate per annum equal to the sum of 1% plus the rate otherwise applicable to
                                      ----
Base Rate Loans for such day.

                  (g) The Administrative Agent shall determine each interest
rate applicable to the Loans hereunder (other than interest rates applicable
to Negotiated Rate Loans). The Administrative Agent shall give prompt notice
to the Company and the participating Banks by telecopier of each interest
rate so determined, and its determination thereof shall be conclusive in the
absence of manifest error. If the Company is not the Borrower of the
applicable Loan for which such interest rate is so determined, the Company
will be responsible for notifying the applicable Borrower of such interest
rate.

                  (h) Each Reference Bank agrees to use its best efforts to
furnish quotations to the Administrative Agent as contemplated hereby. If
any Reference Bank does not furnish a timely quotation, the Administrative
Agent shall determine the relevant interest rate on the basis of the
quotation or quotations furnished by the remaining Reference Bank or
Reference Banks or, if none of such quotations is available on a timely
basis, the provisions of Section 8.01 shall apply.

                  Section 2.11. Fees. (a) Facility Fees. The Company shall
                                ----      -------------
pay to the Administrative Agent, for the account of each Bank, facility fees
for each day during the Revolving Credit Period, at a rate equal to (a) if
such day falls within a Level I Pricing Period, 0.060% per annum or (b) if
such day falls within a Level II Pricing Period, 0.125% per annum, in each
case of such Bank's Commitment (whether used or unused) for such day. Such
facility fees shall be payable quarterly in arrears on each March 31, June
30, September 30 and December 31 and on the Termination Date.

                  (b) Letter of Credit Fee. The Company shall pay to the
                      --------------------
Administrative Agent, for the account of each Bank, a letter of credit fee
for each day during the Revolving Credit Period, at a rate equal to (a) if
such day falls within a Level I Pricing Period, 0.190% per annum or (b) if
such day falls within a Level II Pricing Period, 0.325% per annum, in each
case of such Bank's LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements) for such day. Such letter of credit fees
shall be payable quarterly in arrears on each March 31, June 30, September
30 and December 31 and on the Termination Date.

                  Section 2.12. Termination and Reduction of Commitments.
                                ----------------------------------------
(a) The Company may, upon at least three Domestic Business Days' notice to
the Administrative Agent, terminate entirely at any time, or reduce from
time to time by an aggregate amount of $25,000,000 or any larger multiple of
$5,000,000, the Total Commitment in excess of the sum of the outstanding
aggregate principal amount of the Loans plus the total LC Exposure. Each
                                        ----
reduction of the Total Commitment shall reduce the unused Commitments of the
Banks in proportion to their respective Commitments and shall be permanent.
If the Total Commitment is terminated in its entirety, all accrued facility
fees shall be payable on the effective date of such termination.


                                     31

<PAGE>
<PAGE>

                  (b) The Total Commitment (unless already terminated
pursuant to subsection (a) of this Section) shall terminate on the
Termination Date, and any Loans then outstanding (together with accrued
interest thereon) shall be due and payable on such date.

                  Section 2.13. Optional Prepayments. (a) Any Borrower may,
                                --------------------
upon notice by the Company (on behalf of such Borrower) to the
Administrative Agent received by the Administrative Agent not later than
10:00 A.M. (New York City time) on the Domestic Business Day prior to the
date of prepayment, prepay, without penalty or premium, any Base Rate
Borrowing or Swingline Borrowing (or any Money Market Borrowing bearing
interest at the Base Rate pursuant to Section 8.01(a)) in whole at any time,
or from time to time in part in principal amounts aggregating $10,000,000 or
any larger multiple of $1,000,000, by paying the principal amount to be
prepaid together with accrued interest on such prepaid amounts to the date
of prepayment. Each such optional prepayment shall be applied to prepay
ratably the Loans of the several Banks included in such Borrowing.

                  (b) Subject to Section 2.15, any Borrower may upon at
least three Euro-Dollar Business Days' notice by the Company (on behalf of
such Borrower) to the Administrative Agent, prepay any CD Borrowing or
Euro-Dollar Borrowing in whole at any time, or from time to time in part in
principal amounts aggregating $10,000,000 or any larger multiple of
$1,000,000, by paying the principal amount to be prepaid together with
accrued interest on such prepaid amounts to the date of prepayment. Each
such optional prepayment shall be applied to prepay ratably the Loans of the
several Banks included in such Borrowing.

                  (c) Each such notice of prepayment shall specify which
outstanding Borrowing (or portion thereof) is to be prepaid in connection
therewith. Upon receipt of a notice of prepayment pursuant to this Section,
the Administrative Agent shall promptly notify each Bank of the contents
thereof and of such Bank's ratable share of such prepayment, and such notice
shall not thereafter be revocable by the Company or the applicable Borrower.

                  (d) Money Market Loans (except such as bear interest at
the Base Rate pursuant to Section 8.01(a)) and Negotiated Rate Loans of any
Bank may not be prepaid without the consent of such Bank.

                  Section 2.14. General Provisions as to Payments. (a) Each
                                ---------------------------------
Borrower shall make each payment of principal of, and interest on, its
Syndicated Loans, Swingline Loans and Money Market Loans and the Company
shall make each payment of facility and letter of credit fees and all other
amounts payable hereunder (other than payments of principal of and interest
on Negotiated Rate Loans and reimbursement of LC Disbursements), not later
than 11:00 A.M. (New York City time) on the date when due, in U.S. Dollars
immediately available in New York City, to the Administrative Agent at its
address referred to in Section 10.01. The Administrative Agent will promptly
distribute to each Bank its ratable share of each such payment received by
the Administrative Agent for the account of the Banks. Each Borrower shall
make each payment of principal of, and interest on, its Negotiated Rate
Loans, not later than 11:00 A.M. (local time at the relevant Domestic
Lending Office) on the date when due, to the Bank which made such Loan at
its Domestic Lending Office, in U.S. Dollars immediately available in the
city in which such Bank's Domestic Lending Office is located; provided that
                                                              --------
all payments of principal of and



                                     32

<PAGE>
<PAGE>

interest on any Negotiated Rate Loan that is denominated in a currency other
than U.S. Dollars shall be payable in the currency in which such Negotiated
Rate Loan is denominated and at such location as agreed between the Company
and such Bank. Each Borrower shall make each reimbursement of an LC
Disbursement in respect of Letters of Credit issued for its account as
provided in Section 2.06(f). Whenever any payment of principal of, or
interest on, or the Domestic Loans or any payment of facility and letter of
credit fees shall be due on a day which is not a Domestic Business Day, the
date for payment thereof shall be extended to the next succeeding Domestic
Business Day. Whenever any payment of principal of, or interest on, the
Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business
Day, the date for payment thereof shall be extended to the next succeeding
Euro-Dollar Business Day unless as a result thereof it would fall in the
next calendar month, in which case such date for payment shall be advanced
to the next preceding Euro-Dollar Business Day. Whenever any payment of
principal of, or interest on, the Money Market Loans shall be due on a day
which is not a Euro-Dollar Business Day, the date for payment thereof shall
be extended to the next succeeding Euro-Dollar Business Day. If the date for
any payment of principal is extended by operation of law or this Section or
otherwise, interest thereon shall be payable for such extended time at the
rate in effect on the initial date for payment. All payments hereunder shall
be made without any deduction whatsoever (other than for any Tax subject to
the provisions of Section 2.17), including, but not limited to, any
deduction for any set-off, recoupment or counterclaim.

                  (b) Unless the Administrative Agent shall have received
notice from the Company prior to the date on which any payment is due to the
Banks or the Issuing Banks hereunder that the Company or the applicable
Borrower, as the case may be, will not make such payment in full, the
Administrative Agent may assume that the Company or such Borrower, as
applicable, has made such payment in full to the Administrative Agent on
such date and the Administrative Agent may, in reliance upon such
assumption, cause to be distributed to each Bank or each Issuing Bank on
such due date an amount equal to the amount then due such Bank or such
Issuing Bank. If and to the extent that the Company or such Borrower, as
applicable shall not have so made such payment, each Bank and each Issuing
Bank shall repay to the Administrative Agent forthwith on demand such amount
distributed to such Bank or such Issuing Bank together with interest
thereon, for each day from the date such amount is distributed to such Bank
or such Issuing Bank until the date such Bank or such Issuing Bank repays
such amount to the Administrative Agent, at the Federal Funds Rate.

                  Section 2.15. Funding Losses. If any Borrower makes any
                                --------------
payment of principal with respect to any Fixed Rate Loan (pursuant to
Section 2.13, 2.17, Article VI, Article VIII or otherwise) on any day other
than the last day of an Interest Period applicable thereto, or if any
Borrower fails to borrow any Fixed Rate Loan after a Notice of Borrowing has
been given to the Administrative Agent in accordance with Section 2.03 or
2.04, such Borrower shall reimburse each Bank on demand for any resulting
loss or expense incurred by it, including (without limitation) any loss
incurred in obtaining, liquidating or employing deposits from third parties,
but excluding loss of margin for the period after any such payment; provided
                                                                    --------
that such Bank shall have delivered to the Company (as the agent for such
Borrower) a certificate as to the amount of such loss or expense, which
certificate shall be conclusive in the absence of manifest error. Upon the
request of the Company (on behalf of any Borrower), a Bank claiming
reimbursement for any such loss or expense under this Section shall provide
to the Company



                                     33

<PAGE>
<PAGE>

additional information with respect to the determination of such loss or
expense. In determining any such lose or expense, such Bank may use any
reasonable averaging and attribution methods.

                  Section 2.16. Computation of Interest and Fees. Interest
                                --------------------------------
on Negotiated Rate Loans (unless the Company and the Bank making such Loan
shall specifically agree otherwise), interest based on the Prime Rate
hereunder and all facility fees hereunder shall be computed on the basis of
a year of 365 days (or 366 days in a leap year) and paid for the actual
number of days elapsed (including the first day but excluding the last day).
All other interest and all letter of credit fees shall be computed on the
basis of a year of 360 days and paid for the actual number of days elapsed
(including the first day but excluding the last day).

                  Section 2.17. Taxes. (a) All payments in respect of
                                -----
principal, interest, fees, LC Disbursements and other amounts due hereunder
shall be made to each Bank and each Issuing Bank free and clear of, and
without deduction for, any and all present and future taxes, levies,
imposts, deductions, charges, withholdings, and all liabilities with respect
thereto, excluding liabilities of such Bank or such Issuing Bank to pay
directly income and franchise taxes of (i) the United States and the
jurisdiction under the laws of which such Bank or such Issuing Bank is
organized, (ii) the jurisdiction of such Bank's or Issuing Bank's Lending
Office and (iii) any political subdivision or taxing authority thereof or
therein (all such non-excluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities being hereinafter referred to as "Non-excluded
                                                               ------------
Taxes"). If the Company or any Borrower shall be required by this Agreement
-----
to deduct any Non-excluded Taxes from or in respect of any sum payable
hereunder to a Bank, an Issuing Bank or the Administrative Agent, the sum
payable shall be increased so that, after making all required deductions
(including deductions applicable to additional sums payable under this
Section), such Bank, such Issuing Bank or the Administrative Agent, as the
case may be, shall receive an amount equal to the sum it would have received
had no such deductions been made.

                  (b) In addition, the Company and each Borrower will deduct
and pay Non-excluded Taxes and taxes of all jurisdictions with respect to
any amounts paid under this subsection (b). If any Non-excluded Taxes or any
taxes mentioned in this subsection (b) are paid by any Bank, any Issuing
Bank or the Administrative Agent, the Company or the applicable Borrower, as
the case may be, will, upon demand of such Bank or such Issuing Bank (with a
copy of such demand to the Administrative Agent) or the Administrative Agent
and whether or not such Non-excluded Taxes or taxes shall be correctly or
legally asserted, indemnify such Bank, such Issuing Bank or the
Administrative Agent (as the case may be) for such payments, together with
any interest, penalties and expenses in connection therewith; provided that
                                                              --------
no payment of such Non-excluded Taxes or other taxes shall be made by any
Bank, any Issuing Bank or the Administrative Agent without prior notice to
the Company.

                  (c) Each Bank and each Issuing Bank acknowledges that on
the date hereof there is no applicable requirement that any withholding,
deduction or payment be made in respect of Non-excluded Taxes from payments
of interest on the Loans or on unreimbursed LC Disbursements, or other
amounts payable under this Agreement. In the event any such Bank or any
Issuing Bank shall become aware that any withholding, deduction or payment
is required with respect to such Non-excluded Taxes, such Bank or such
Issuing Bank shall notify the



                                     34

<PAGE>
<PAGE>

Company as soon as reasonably practicable but in any event within 45 days of
the date it shall have become aware of such required withholding, deduction
or payment and provide the Company with reasonable detail concerning such
required withholding, deduction or payment. Each Bank and each Issuing Bank
agrees that, if necessary in order to avoid such deduction from time to
time, it will avail itself, to the extent it may lawfully do so without
incurring additional expense, of any double tax conventions with the United
States under which such amounts would be receivable by such Bank or such
Issuing Bank without such deduction. In addition, each Bank agrees that, if
any Non-excluded Tax or tax in respect of which the Company or a Borrower is
or would be liable under this Section shall be imposed or increased in
respect of any Syndicated Loan (other than a Base Rate Loan) by such Bank by
virtue of any change in law or otherwise subsequent to the making of such
Loan, the applicable Borrower shall be entitled to prepay such Loan,
together with accrued interest thereon to the date of payment, upon at least
three Euro-Dollar Business Days' notice to such Bank (with a copy of such
notice to the Administrative Agent); in such event, such Bank shall make a
Base Rate Loan to such Borrower in an amount equal to the amount of such
prepayment on the date of such prepayment.

                  (d) Each Bank and each Issuing Bank agrees that it will
file with the appropriate authorities in the United States such letters,
notices and documents as may reasonably be required to enable the Borrowers
to pay interest hereunder without deduction in respect of United States
Federal withholding taxes.

                  (e) In the event that either the Company or a Borrower or
the Administrative Agent, any Bank or any Issuing Bank pays any Non-excluded
Tax or tax of the character described in Section 2.17(b), such Person shall,
promptly after the making of such payment, notify the Person for the account
of which such payment was made hereunder and shall forward to such Person
the receipt (or a certified copy thereof) in respect of such payment
promptly after receiving it. In the event the Company or a Borrower pays, or
reimburses the Administrative Agent, any Bank or any Issuing Bank for
paying, any Non-excluded Tax or tax of the character described in Section
2.17(b), and a refund of any such payment (or portion thereof) is received
by the Administrative Agent, any Bank or any Issuing Bank, such Person shall
remit the refund to the Company for the account of the applicable Borrower.

                  (f) Neither the Company nor any Borrower shall be required
to make any additional payment pursuant to this Section in respect of any
Non-excluded Taxes or other taxes which could be avoided by any Bank, any
Issuing Bank or the Administrative Agent in the exercise of reasonable
diligence (consistent with legal and regulatory restrictions), including a
change in the Euro-Dollar Lending Office or Money Market Lending Office of
such Bank, such Issuing Bank or the Administrative Agent if not otherwise
disadvantageous to such Bank, such Issuing Bank or the Administrative Agent.

                  (g) Each Bank shall promptly notify the Company of any
change in its Euro-Dollar Lending Office or Money Market Lending Office. In
the event any Bank so changes its Lending Office, such Bank shall not be
entitled to receive any payment in respect of Non-excluded Taxes or other
taxes under this Section to the extent the amount of such payment on the
date of such change in its Lending Office exceeds the amount such Bank would
have been



                                     35

<PAGE>
<PAGE>

entitled to receive on such date under this Section had no such change in
Lending Office been made, unless such change in Lending Office was made at
the request of the Company.

                  Section 2.18. Pricing Periods. (a) Subject to subsection
                                ---------------
(b) of this Section, "Level I Pricing Period" means any period during which
                      ----------------------
Index Debt shall be rated BBB+ or better by S&P or Baa1 or better by
Moody's, and "Level II Pricing Period" means any period that is not a Level
              -----------------------
I Pricing Period. "Pricing Period" means a Level I Pricing Period or a Level
                   --------------
II Pricing Period.

                  (b) For purposes of the foregoing definitions, if any
rating for Index Debt established by Moody's or S&P shall be changed (other
than as a result of a change in the rating system of Moody's or S&P), such
change shall be effective, for purposes of the preceding subsection (a), as
of the date on which it is first announced by the applicable rating agency.
If the rating system of Moody's or S&P shall change, (i) the Company and the
Banks shall negotiate in good faith to amend the reference to the affected
rating in the preceding subsection (a) to reflect such changed rating system
and (ii) until the effectiveness of such amendment, the applicable Pricing
Period shall be determined solely by reference to the unaffected rating (if
any) of Index Debt.

                  Section 2.19. Eligible Subsidiaries. The Company may from
                                ---------------------
time to time cause any wholly-owned Consolidated Subsidiary to become an
Eligible Subsidiary eligible to borrow Loans and to have Letters of Credit
issued for its account hereunder by delivering to the Administrative Agent
an Election to Participate, substantially in the form of Exhibit I hereto,
with respect to such Subsidiary. The eligibility of any such Subsidiary as
an Eligible Subsidiary shall terminate when the Administrative Agent
receives a Notice of Termination, substantially in the form of Exhibit J
hereto, with respect to such Subsidiary. Each Election to Participate
delivered to the Administrative Agent shall be duly executed on behalf of
the relevant Subsidiary and the Company, and each Election to Terminate
delivered to the Administrative Agent shall be duly executed on behalf of
the Company, in such number of copies as the Administrative Agent may
request. The delivery of an Election to Terminate shall not affect any
obligation of the relevant Subsidiary theretofore incurred but on and after
the effective date of such Election to Terminate such Subsidiary shall have
no liability hereunder other than with respect to Loans made to such
Subsidiary and Letters of Credit issued for the account of such Subsidiary
prior to such date. The Administrative Agent shall promptly give notice to
the Banks and the Issuing Banks of its receipt of any Election to
Participate or Election to Terminate.



                                     36

<PAGE>
<PAGE>

                                 ARTICLE III

                          CONDITIONS TO BORROWINGS

                  The effectiveness of this Agreement and the obligation of
each Bank to make a Loan on the occasion of each Borrowing pursuant to
Article II and the obligation of each Issuing Bank to issue, amend, renew or
extend a Letter of Credit is subject to the satisfaction of the following
conditions, an applicable:

                  Section 3.01.  (a)  Syndicated Borrowings. In the case of
                                      ---------------------
each Syndicated Borrowing hereunder:

                  (i) receipt by the Administrative Agent of a Notice of
         Borrowing as required by Section 2.03;

                  (ii) the fact that, immediately prior to such Borrowing,
         no Default (or, in the case of a Refunding Borrowing, no Default
         which has resulted in the Loans being declared due and payable)
         shall have occurred and be continuing;

                  (iii) the fact that, immediately after such Borrowing and
         after giving effect to the amount of such Borrowing and the use of
         the proceeds thereof, no Default resulting from such Borrowing or
         such use of proceeds would occur and the sum of the aggregate
         outstanding principal amount of the Loans plus the total LC
                                                   ----
         Exposure will not exceed the Total Commitment; and

                  (iv) the fact that the representations and warranties
         contained in this Agreement (except the representations and
         warranties contained in Sections 4.01(d)(iii), 4.01(e), 4.01(f),
         4.01(g) and 4.01(l)) shall be true on and as of the date of such
         Borrowing with the same force and effect as if made on and as of
         such date, except to the extent that any such representation or
         warranty in Section 4.01(d)(i) or (ii) or Section 4.01(k) is made
         in respect of a specified date or a specified period of time in
         which case such representation or warranty shall continue to be
         true in respect of the specified date or the specified period of
         time.

                  (b) Money Market Borrowings. In the case of each Money
                      -----------------------
Market Borrowing hereunder:

                  (i) receipt by the Administrative Agent of a Notice of
         Borrowing as required by Section 2.04;

                  (ii) the fact that, immediately prior to such Borrowing,
         no Default shall have occurred and be continuing;

                  (iii) the fact that, immediately after such Borrowing and
         after giving effect to the amount of such Borrowing and the use of
         proceeds thereof, no Default resulting from such Borrowing or such
         use of proceeds would occur and the sum of the aggregate


                                     37

<PAGE>
<PAGE>

         outstanding principal amount of the Loans plus the total LC
                                                   ----
         Exposure would not exceed the Total Commitment; and

                  (iv) the fact that the representations and warranties
         contained in this Agreement (except the representations and
         warranties contained in Sections 4.01(d)(iii), 4.01(e), 4.01(f),
         4.01(g) and 4.01(l)) shall be true on and as of the date of such
         Borrowing with the same force and effect as if made on and as of
         such date, except to the extent that any such representation or
         warranty in Section 4.01(d)(i) or (ii) or Section 4.01(k) is made
         in respect of a specified date or a specified period of time in
         which case such representation or warranty shall continue to be
         true in respect of the specified date or the specified period of
         time.

                  (c) Swingline Borrowings. In the case of each Swingline
                      --------------------
Borrowing hereunder:

                  (i) receipt by the Administrative Agent of a Notice of
         Borrowing as required by Section 2.05;

                  (ii) the fact that, immediately prior to such Borrowing,
         no Default shall have occurred and be continuing;

                  (iii) the fact that, immediately after such Borrowing and
         after giving effect to the amount of such Borrowing and the use of
         proceeds thereof, no Default resulting from such Borrowing or such
         use of proceeds would occur, the outstanding aggregate principal
         amount of the Swingline Loans would not exceed $300,000,000 and the
         sum of the aggregate outstanding principal amount of the Loans plus
                                                                        ----
         the total LC Exposure would not exceed the Total Commitment; and

                  (iv) the fact that the representations and warranties
         contained in this Agreement (except the representations and
         warranties contained in Sections 4.01(d)(iii), 4.01(e), 4.01(f),
         4.01(g) and 4.01(l)) shall be true on and as of the date of such
         Borrowing with the same force and effect as if made on and as of
         such date, except to the extent that any such representation or
         warranty in Section 4.01(d)(i) or (ii) or Section 4.01(k) is made
         in respect of a specified date or a specified period of time in
         which case such representation or warranty shall continue to be
         true in respect of the specified date or the specified period of
         time.

                  (d) Letter of Credit Issuance, Amendment, Renewal or
                      ------------------------------------------------
Extension. In the case of each issuance, amendment, renewal or extension of
---------
a Letter of Credit hereunder:

                  (i) receipt by the Administrative Agent of a notice
         requesting the issuance, amendment, renewal or extension of a
         letter of credit as required by Section 2.06;

                  (ii) the fact that, immediately prior to such issuance,
         amendment, renewal or extension, no Default (or, in the case of a
         renewal, no Default which has resulted in the Loans being declared
         due and payable) shall have occurred and be continuing;


                                     38

<PAGE>
<PAGE>

                  (iii) the fact that, immediately after such issuance,
         amendment, renewal or extension, no Default resulting from such
         issuance, amendment, renewal or extension would occur, the
         aggregate LC Exposures would not exceed $200,000,000 and the sum of
         the aggregate outstanding principal amount of the Loans plus the
                                                                 ----
         total LC Exposure would not exceed the Total Commitment; and

                  (iv) the fact that the representations and warranties
         contained in this Agreement (except the representations and
         warranties contained in Sections 4.01(d)(iii), 4.01(e), 4.01(f),
         4.01(g) and 4.01(l)) shall be true on and as of the date of such
         Borrowing with the same force and effect as if made on and as of
         such date, except to the extent that any such representation or
         warranty in Section 4.01(d)(i) or (ii) or Section 4.01(k) is made
         in respect of a specified date or a specified period of time in
         which case such representation or warranty shall continue to be
         true in respect of the specified date or the specified period of
         time.

Each Borrowing and each issuance, amendment, renewal or extension of a
Letter of Credit hereunder shall be deemed to be a representation and
warranty by the Company on the date of such Borrowing as to the facts
specified in clauses (ii), (iii) and (iv) of subsection (a), (b), (c) or
(d), as applicable, of this Section.

                  Section 3.02.  Effectiveness. In the case of the
                                 -------------
effectiveness of this Agreement:

                  (a) receipt by the Administrative Agent of an opinion of
Thomas Larson, Esq., Associate General Counsel of the Company, substantially
in the form of Exhibit F hereto and covering such additional matters
relating to the transactions contemplated hereby as the Required Banks shall
have reasonably requested;

                  (b) receipt by the Administrative Agent of an opinion of
Milbank, Tweed, Hadley & McCloy LLP, special New York counsel to JPMorgan
Chase, substantially in the form of Exhibit G hereto and covering such
additional matters relating to the transactions contemplated hereby as the
Required Banks shall have reasonably requested;

                  (c) receipt by the Administrative Agent of a certificate,
signed by any two of the Treasurer, an Assistant Treasurer, the Controller,
an Assistant Controller and a Vice President of the Company, to the effect
that no Default has occurred and is continuing (or would result from any
Loans being made or Letters of Credit being issued on the Effective Date)
and that the representations and warranties contained in this Agreement are
true on and as of the Effective Date with the same effect as though made on
the Effective Date;

                  (d) receipt by the Administrative Agent of all documents
it may reasonably request relating to the existence and good corporate
standing of the Company, the corporate authority for, the due authorization
and execution of and the validity of this Agreement and any other matters
relevant hereto, all in form and substance satisfactory to the
Administrative Agent;

                  (e) the Company shall have terminated all lending
commitments under, and shall have paid in full any outstanding loans
(together with accrued interest thereon), accrued fees and other amounts
payable under, the Credit Agreement dated as of June 30, 2000, among the


                                     39

<PAGE>
<PAGE>

Company, ABI, the banks party thereto and the agent named therein, as such
Credit Agreement has been amended, supplemented or otherwise is in effect
immediately prior to the effectiveness of this Agreement;

                  (f) receipt by the Administrative Agent, for its account
and the account of the Banks or the Lead Arrangers specified on the cover
page of this Agreement, as the case may be, of all fees required to be paid,
and all expenses required to be paid or reimbursed for which invoices have
been presented (including the reasonable fees and expenses of legal
counsel), on or before the Effective Date; and

                  (g) receipt by the Administrative Agent of all such other
documents and opinions as the Required Banks or the Administrative Agent
shall request, in each case, in form and substance satisfactory to the
Required Banks or the Administrative Agent, as the case may be.

The opinions referred to in subsections (a) and (b) of this Section and the
certificate referred to in subsection (c) of this Section shall be dated the
Effective Date. The Administrative Agent shall promptly notify the Company,
the Banks and the Issuing Banks of the Effective Date, and such notice shall
be conclusive and binding on all parties hereto.

                  Section 3.03. Negotiated Rate Borrowings. Each Borrowing
                                --------------------------
of a Negotiated Rate Loan shall be subject to such conditions as the Company
(on behalf of the applicable Borrower) and the Bank making such Negotiated
Rate Loan may agree and, unless the Company and such Bank shall specifically
agree otherwise, to the conditions set forth in clauses (ii), (iii) and (iv)
of Section 3.01(b).

                                 ARTICLE IV

                       REPRESENTATIONS AND WARRANTIES

                  Section 4.01. Representations and Warranties of the
                                -------------------------------------
Company. The Company represents and warrants to the Banks and the
-------
Administrative Agent that:

                  (a) Corporate Existence and Power. The Company is a
                      -----------------------------
corporation duly incorporated, validly existing and in good standing under
the law of the State of Delaware and has all corporate powers and authority
and all material governmental licenses, authorizations, consents and
approvals required to carry on its business as now conducted.

                  (b) Corporate and Governmental Authorization;
                      -----------------------------------------
Contravention. The execution, delivery and performance by the Company of
-------------
this Agreement are within the corporate powers of the Company, have been
duly authorized by all necessary corporate action on the part of the
Company, require no action by or in respect of, or filing with, any
governmental body, agency or official, do not contravene, or constitute a
default under, any provision of any applicable law or regulation or of the
Certificate of Incorporation or By-Laws of the Company or of any agreement,
judgment, injunction, order, decree or other instrument binding on the
Company, and will not result in the creation or imposition of any Lien on
any asset of the Company or any of its Subsidiaries.


                                     40

<PAGE>
<PAGE>

                  (c) Binding Effect. This Agreement constitutes a valid and
                      --------------
binding agreement of the Company, enforceable in accordance with its terms.

                  (d) Financial Information. (i) The consolidated balance
                      ---------------------
sheet of the Company and its Consolidated Subsidiaries as of December 31,
2002, and the related consolidated statements of income, changes in
shareholders equity and cash flows for the fiscal year then ended, reported
on by PricewaterhouseCoopers LLP and set forth in the Company's 2002 Form
10-K, a copy of which has been delivered to each of the Banks, fairly
present, in conformity with generally accepted accounting principles, the
consolidated financial position of the Company and its Consolidated
Subsidiaries as of such date and their consolidated results of operations
and cash flows for such fiscal year.

                  (ii) The unaudited consolidated balance sheet of the
         Company and its Consolidated Subsidiaries as of March 31, 2003, and
         the related unaudited consolidated statements of income and cash
         flows for the three months then ended, set forth in the Company's
         quarterly report for the fiscal quarter ended March 31, 2003, as
         filed with Securities and Exchange Commission on Form 10-Q, a copy
         of which has been delivered to each of the Banks, fairly present,
         in conformity with generally accepted accounting principles applied
         on a basis consistent with the financial statements referred to in
         the preceding clause (i) of this subsection (d), the consolidated
         financial position of the Company and its Consolidated Subsidiaries
         as of such date and the consolidated results of operations and cash
         flows for such three-month period (subject to normal year-end
         adjustments).

                  (iii) Since March 31, 2003, there has been no material
         adverse change in the business, financial position or results of
         operations of the Company and its Consolidated Subsidiaries,
         considered as a whole, on a cumulative basis.

                  (e) Litigation. There is no action, suit, arbitration or
                      ----------
other proceeding pending against, or to the knowledge of the Company
threatened against or affecting, the Company, any of its Subsidiaries or any
of their respective property before any court or arbitrator or any
governmental body, agency or official in which there is a reasonable
possibility of an adverse decision and which would, if adversely determined,
materially and adversely affect the ability of the Company to perform its
obligations hereunder.

                  (f) ERISA. As of the date of this Agreement, (i) each
                      -----
member of the ERISA Group has fulfilled its obligations under the minimum
funding standards of ERISA and the Code with respect to each Plan and is in
compliance with the currently applicable provisions of ERISA and the Code
with respect to each Plan and (ii) no member of the ERISA Group has (A)
sought a waiver of the minimum funding standard under Section 412 of the
Code in respect of any Plan, (B) is in default respecting any contribution
or payment to any Plan or Multiemployer Plan or in respect of any Benefit
Arrangement, or has made any amendment to any Plan or Benefit Arrangement,
which has resulted or could reasonably be expected to result in the
imposition of a Lien or the posting of a bond or other security under ERISA
or the Code; or (C) has any outstanding liability under Title IV of ERISA
other than a liability to the PBGC for premiums under Section 4007 of ERISA,
other than any failure to fulfill such obligations or comply with


                                     41

<PAGE>
<PAGE>

such provisions (in the case of clause (i) of this subsection (f)) or any
waiver, default or liability (in the case of clause (ii) of this subsection
(f)) that, when taken together with such other failures, waivers, defaults
or liabilities for which liability is reasonably expected to occur, could
reasonably be expected to result in a material adverse effect on the
business, operations or financial condition of the Company and its
Subsidiaries taken as a whole.

                  (g) Tax Returns and Payment. The Company and its Domestic
                      -----------------------
Subsidiaries have filed all income tax returns and all other material tax
returns which are required to be filed and have paid all taxes due pursuant
to such returns or pursuant to any assessment received by the Company or any
of its Subsidiaries, except for the filing of such returns, if any, in
respect of which an extension of time for filing is in effect, except for
such taxes, if any, as are being contested in good faith and as to which
adequate reserves have been provided in accordance with generally accepted
accounting principles and except to the extent that such failure to file or
pay does not materially and adversely affect the ability of the Company to
perform its obligations hereunder. The charges, accruals and reserves on the
books of the Company and each of its Subsidiaries in respect of any taxes or
other governmental charges are, in the opinion of the Company, adequate.

                  (h) Ownership of ABI Voting Interests. The Company owns,
                      ---------------------------------
and will continue to own, directly or indirectly, all of the outstanding
shares of the capital stock of ABI, free and clear of all Liens, claims and
rights of other Persons.

                  (i) Not an Investment Company. The Company is not, and,
                      -------------------------
after the use of the proceeds of any Borrowing, will not be, an "investment
company" or a company "controlled" by an "investment company organized or
otherwise created under the laws of the United States or of a State" within
the meaning of the Investment Company Act of 1940, as amended.

                  (j) Regulations U and X. The execution, delivery and
                      -------------------
performance of this Agreement in accordance with its terms and the making or
borrowing of the Loans will not violate the provisions of Regulation U or X
of the Board of Governors of the Federal Reserve System. If requested by any
Bank, the Company will furnish to such Bank in connection with any Loan
hereunder a statement in conformity with the requirements of Federal Reserve
Form FR U-1 or FR G-3 referred to in said Regulation U.

                  (k) Unrestricted Subsidiaries. The Subsidiaries listed on
                      -------------------------
Schedule 4.01(k) hereto constitute all of the Unrestricted Subsidiaries as
of the date hereof, except for Subsidiaries the assets and earnings of
which, in the aggregate, do not constitute a material portion of the assets
and net earnings of the Company and its Consolidated Subsidiaries.

                  (l) Environmental Matters. In the ordinary course of its
                      ---------------------
business, the Company conducts an ongoing review of the effect of
Environmental Laws on the business, operations and properties of the Company
and its Domestic Subsidiaries, in the course of which it identifies and
evaluates associated liabilities and costs (including, without limitation,
any capital or operating expenditures required for clean-up or closure of
properties presently or previously owned, any capital or operating
expenditures required to achieve or maintain compliance with environmental
protection standards imposed by law or as a condition of any license, permit
or contract, any


                                     42

<PAGE>
<PAGE>

related constraints on operating activities, including any periodic or
permanent shutdown of any facility or reduction in the level of or change in
the nature of operations conducted thereat and any actual or potential
liabilities to third parties, including employees, and any related costs and
expenses). On the basis of this review, the Company has reasonably concluded
that Environmental Laws are unlikely to have a material adverse effect on
the ability of the Company to perform its obligations hereunder.

                  Section 4.02. Representations and Warranties of the
                                -------------------------------------
Eligible Subsidiaries. The Company and each Eligible Subsidiary shall, by
---------------------
signing and delivering an Election to Participate, be deemed to represent
and warrant to the Banks and the Administrative Agent that, as of the date
of such Election to Participate:

                  (a) Corporate Existence and Power. Such Eligible
                      -----------------------------
Subsidiary is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation and is, and
upon each Borrowing by it hereunder will be, a wholly-owned Consolidated
Subsidiary of the Company.

                  (b) Corporate and Governmental Authorization;
                      -----------------------------------------
Contravention. The execution and delivery by such Eligible Subsidiary of its
-------------
Election to Participate, and the performance by it of this Agreement, 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 any applicable law or regulation or of its
Certificate of Incorporation or By-Laws (or comparable organizational
documents) or of any agreement, judgment, injunction, order, decree or other
instrument binding on the Company or such Eligible Subsidiary, and will not
result in the creation or imposition of any Lien on any asset of the Company
or any of its Subsidiaries. The guarantees by the Company of the obligations
of such Eligible Subsidiary 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 any applicable law or regulation or of its
Certificate of Incorporation or By-Laws (or comparable organizational
documents) or of any agreement, judgment, injunction, order, decree or other
instrument binding on the Company or such Eligible Subsidiary, and will not
result in the creation or imposition of any Lien on any asset of the Company
or any of its Subsidiaries.

                  (c) Binding Effect. This Agreement constitutes a valid and
                      --------------
binding agreement of such Eligible Subsidiary, enforceable in accordance
with its terms.

                  (d) Not an Investment Company. Such Eligible Subsidiary is
                      -------------------------
not, nor, after the use of the proceeds of any Borrowing, will it be, an
"investment company" or a company "controlled" by an "investment company
organized or otherwise created under the laws of the United States or of a
State" within the meaning of the Investment Company Act of 1940, as amended.

                  (e) Regulations U and X. The execution and delivery by
                      -------------------
such Eligible Subsidiary of its Election to Participate, the performance by
it of this Agreement in accordance with its


                                     43

<PAGE>
<PAGE>

terms and the making or borrowing of its Loans will not violate the
provisions of Regulation U or X of the Board of Governors of the Federal
Reserve System. If requested by any Bank, such Eligible Subsidiary will
furnish to such Bank in connection with any Loan hereunder a statement in
conformity with the requirements of Federal Reserve Form FR U-1 or FR G-3
referred to in said Regulation U.

                                  ARTICLE V

                                  COVENANTS

                  Section 5.01. Covenants of the Company. The Company agrees
                                ------------------------
that, so long as any Bank has any Commitment hereunder or any Loan or any
other amount owing hereunder remains unpaid or any Letters of Credit remains
outstanding:

                  (a) Information. The Company will deliver to each of the
                      -----------
Banks:

                  (i) as soon as available and in any event within 120 days
         after the end of each fiscal year of the Company, the consolidated
         balance sheet of the Company and its Consolidated Subsidiaries as
         of the end of such fiscal year and the related consolidated
         statements of income, changes in shareholders equity and cash flows
         for such fiscal year, setting forth in each case in comparative
         form the figures for the previous fiscal year, all reported on by
         PricewaterhouseCoopers LLP or other independent public accountants
         of nationally recognized standing and in compliance with the
         applicable rules and regulations of the Securities and Exchange
         commission;

                  (ii) as soon as available and in any event within 60 days
         after the end of each of the first three quarters of each fiscal
         year of the Company, the consolidated balance sheet of the Company
         and its Consolidated Subsidiaries as of the end of such quarter and
         the related consolidated statements of income and cash flows for
         such quarter and for the portion of the Company's fiscal year ended
         at the end of such quarter, setting forth in each case in
         comparative form the figures for the corresponding quarter and the
         corresponding portion of the Company's previous fiscal year, all
         certified (subject to normal year-end adjustments) as to fairness
         of presentation, preparation in accordance with generally accepted
         accounting principles and consistency by a financial officer or the
         chief accounting officer of the Company;

                  (iii) not later than the date on which the delivery of
         each set of financial statements referred to in clauses (i) and
         (ii) of this subsection (a) is required, a certificate of a
         financial officer or the chief accounting officer of the Company
         stating whether there exists on the date of such certificate any
         Default and, if any Default then exists, setting forth the details
         thereof and the action which the Company is taking or proposes to
         take with respect thereto;

                  (iv) forthwith upon the occurrence of any Default, a
         certificate of an officer of the Company setting forth the details
         thereof and the action which the Company is taking or proposes to
         take with respect thereto;

                                     44

<PAGE>
<PAGE>

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

                  (vi) promptly upon the filing thereof, copies of all
         registration statements (other than the exhibits thereto and any
         registration statements on Form S-8 or its equivalent or for an
         offering of debt or equity securities the proceeds of which will
         not exceed $5,000,000) and of all annual, quarterly, monthly or
         special reports which the Company shall file with the Securities
         and Exchange Commission;

provided that (A) the Company shall be deemed to have delivered the
--------
information specified in clauses (i), (ii), (v) and (vi) of this subsection
(a) on the date such information is posted at the Company's website on the
Internet at "www.anheuser-busch.com", at "www.sec.gov" or at such other
website identified by the Company in a notice to the Administrative Agent
and the Banks that is accessible by the Banks without charge, (B) the
Company shall be deemed to have delivered the information specified in
clauses (iii) and (iv) of this subsection (a) on the date such information
is delivered to the Administrative Agent and the Administrative Agent shall
promptly thereafter post such information to the Intralinks website or
another secure website that is accessible by the Banks without charge or
shall otherwise deliver such information to the Banks and (C) the Company
shall deliver paper copies of any such information to any Bank upon request
of such Bank through the Administrative Agent.

                  (b) Limitations on Liens. The Company will not create,
                      --------------------
assume, incur, guarantee or suffer to exist, and will not cause, suffer or
permit any Restricted Subsidiary to create, assume, incur, guarantee or
suffer to exist, any Debt secured by any Lien on any of its Principal Plants
or on the stock or other securities of any Restricted Subsidiary, other
than:

                  (i) any such Liens existing on the date hereof and listed
         on Schedule 5.01(b) hereto; provided that such Liens shall secure
                                     --------
         only those obligations which they secure on the date hereof or
         extensions, renewals or replacements thereof referred to in clause
         (vii) of this subsection (b);

                  (ii) purchase money Liens on assets acquired after the
         date hereof, or Liens on assets acquired after the date hereof
         which secure Debt, the proceeds of which are used to reimburse the
         Company or any Restricted Subsidiary for the cost of the
         acquisition or construction of such assets;

                  (iii) Liens on any asset acquired by the Company or any
         Subsidiary (other than from the Company or any Subsidiary) after
         the date hereof existing at the time of acquisition of such asset;

                  (iv) Liens on an asset to secure all or any part of the
         cost of development or construction of such asset or improvements
         thereon and which shall be released or satisfied within 120 days
         after completion of such development or construction;

                  (v) Liens on an asset created in connection with the
         acquisition, construction or development of additions, extensions
         or improvements to such asset which shall be financed by
         obligations described in Sections 142, 144(a) or 144(c) of the
         Code, as


                                     45

<PAGE>
<PAGE>

         amended, or by obligations entitled to substantially similar tax
         benefits under other legislation or regulations in effect from time
         to time;

                  (vi) Liens securing indebtedness owing to the Company or
         any of its Restricted Subsidiaries by a Restricted Subsidiary of
         the Company;

                  (vii) extensions, renewals or replacements of Liens
         referred to in clauses (i) to (vi), inclusive, or (x) of this
         subsection (b), that, in the case of a Lien referred to in clause
         (iv), (v), (vi) or (x), shall continue to satisfy all of the
         requirements of the applicable clause; provided that the Debt
                                                --------
         secured by such extension, renewal or replacement Lien is not
         increased and that such Lien does not attach to any other assets;

                  (viii) as permitted under Section 5.01(f);

                  (ix) Liens incurred in connection with sale and leaseback
         transactions permitted under Section 5.01(g); and

                  (x) Liens on an asset required in connection with any
         program, law, statute or regulation of any state or local authority
         which provides financial or tax benefits not available without such
         Lien, provided that substantially all of the obligations secured by
               --------
         such Lien are obligations that are in lieu of, or reduce, a
         property tax or other payment obligation that itself would have
         been secured by a Lien permitted hereunder.

                  (c) Consolidation, Merger or Disposition of Assets. The
                      ----------------------------------------------
Company will not (i) consolidate or merge with or into any other Person or
(ii) sell, lease or otherwise transfer (or permit any of its Restricted
Subsidiaries to engage in any such transaction), directly or indirectly (in
a single transaction or a series of related transactions), assets
constituting all or substantially all the assets of the Company and its
Restricted Subsidiaries, taken as a whole, to any other Person other than to
the Company or any Restricted Subsidiary that is a wholly-owned Subsidiary
of the Company; provided that nothing in this Agreement shall prohibit (A)
                --------
the Packaging Business Divestiture or (B) any consolidation or merger
transaction in which the Company is a party so long as (i) the Company is
the surviving entity and (ii) no Default shall have occurred and be
continuing at the time of or after giving effect to any such consolidation
or merger transaction.

                  (d) Change in Nature of Business. The Company will not
                      ----------------------------
change, or permit to be changed, the nature of the business conducted by it
and its Subsidiaries as a whole.

                  (e) Disposition of Assets. The Company will not, and will
                      ---------------------
not permit any of its Restricted Subsidiaries to, dispose of (in a single
transaction or a series of related transactions) any Principal Plants or any
stock of any Restricted Subsidiaries if the net book value of such Principal
Plants and/or the assets of such Restricted Subsidiaries (or, in the case of
the disposition of only a part of the stock of any Restricted Subsidiary,
that percentage of the assets of each such Restricted Subsidiary which is
equal to the percentage of the stock of such Restricted Subsidiary that has
been or is to be disposed of) exceeds, in the aggregate, 10% of Net Tangible
Assets, as reflected on the balance sheet most recently delivered prior to
such transaction (or series of related transactions) by the Company to the
Banks pursuant to


                                     46

<PAGE>
<PAGE>

Section 5.01(a); provided, however, that the foregoing shall not prohibit
                 --------  -------
(A) the Packaging Business Divestiture or (B) such transaction (or
transactions) (x) if the disposition is made solely to a Restricted
Subsidiary that is a wholly-owned Subsidiary of the Company or (y) if an
amount equal to the proceeds therefrom in excess of such 10% of Net Tangible
Assets shall be applied, not later than 120 days (or, if the Company holds
such excess proceeds in cash or cash equivalents, two years) after such
transaction (or after the transaction in such series which causes such
amount to be exceeded), either to the repayment or prepayment of Funded Debt
of the Company or to pay (or to repay or prepay Debt incurred in order to
pay) the cost of expanding, constructing or acquiring any Principal Plants.

                  (f) Additional Permitted Secured Indebtedness.
                      -----------------------------------------
Notwithstanding the provisions of Sections 5.01(b) and (g), the Company and
any one or more Restricted Subsidiaries may (i) create, assume, guarantee or
suffer to exist any Debt secured by a Lien which would otherwise be subject
to the restrictions of Section 5.01(b), and (ii) transfer any Principal
Plant in a sale-leaseback transaction which would otherwise be subject to
the restrictions of Section 5.01(g), if, after giving effect to the
incurrence of such Debt or the transfer of such Principal Plant, the
aggregate principal amount of all such Debt outstanding at such time, when
added to the fair market value of all such Principal Plants transferred
after the date hereof and not reacquired at such time (computed without
duplication of amounts constituting Debt referred to in clause (i) of this
subsection (f)), would not at the time exceed 10% of Net Tangible Assets
(determined before giving effect to the incurrence of such Debt or the
transfer of such Principal Plant).

                  (g) Sale and Leaseback. Except (x) as permitted under
                      ------------------
Section 5.01(f), (y) for any transaction involving a lease for a temporary
period not to exceed three years, by the end of which it is intended that
the use of the leased Principal Plant by the Company or any Subsidiary will
be discontinued and (z) for any transaction with a state or local authority
that is required in connection with any program, law statute or regulation
that provides financial or tax benefits not available without such
transaction, neither the Company nor any Restricted Subsidiary shall sell
any Principal Plant as an entirety, or any substantial portion thereof, with
the intention of the Company or any Subsidiary taking back a lease of such
Principal Plant or portion, unless:

                  (i) the fair market value of the net proceeds of such sale
         are at least equal to the fair market value (as determined by an
         officer of the Company) of such Principal Plant or portion; and

                  (ii) the Company shall within 120 days (or, if the Company
         holds the net proceeds described below in cash or cash equivalents,
         two years) after the transfer of title to such Principal Plant or
         portion, (A) prepay Funded Debt of the Company in amount equal to
         such net proceeds, (B) expend an amount equal to such net proceeds
         for the expansion, construction or acquisition of a facility which
         will then constitute a Principal Plant or (C) effect a combination
         of the transactions referred to in clauses (A) and (B) above in an
         amount equal to such net proceeds.

                  (h) Ownership of Voting Interests of ABI. The Company will
                      ------------------------------------
at all times continue to own, directly or indirectly, 100% of the
outstanding Voting Interests of ABI.

                                     47

<PAGE>
<PAGE>

                  (i) Consultation. Solely for the purpose of permitting the
                      ------------
Banks to determine compliance by the Company with this Agreement, the
Company will permit, and will cause its Restricted and Eligible Subsidiaries
to permit, any Bank (and any person appointed by any Bank to whom the
Company does not reasonably object) to discuss the affairs, finances and
accounts of the Company and its Restricted and Eligible Subsidiaries with
the officers of the Company or any of its Subsidiaries, all at such
reasonable times and as often as may reasonably be requested.

                  (j) Payment of Taxes; Corporate Existence; Maintenance of
                      -----------------------------------------------------
Properties; Insurance. The Company will, and will cause each Restricted
---------------------
Subsidiary to,

                  (i) pay and discharge promptly all taxes, assessments and
         other governmental charges imposed upon it (whether directly or
         through the ownership of Subsidiaries) or any of its property;
         provided, however, that the Company and each Restricted Subsidiary
         --------  -------
         of the Company shall not be required to pay any such tax,
         assessment or other governmental charge the payment of which is
         being contested in good faith and by appropriate proceedings and as
         to which adequate reserves have been provided in accordance with
         generally accepted accounting principles, except that the Company
         will pay or cause to be paid all such taxes, assessments and
         governmental charges forthwith upon the commencement of proceedings
         to foreclose any Lien which has attached as security therefor,
         unless such foreclosure is stayed by the filing of an appropriate
         bond;

                  (ii) do all things necessary to preserve and keep in full
         force and effect its corporate existence, rights and franchises;
         provided, however, that nothing in this subsection (ii) shall
         --------  -------
         prevent any consolidation, merger or other transaction among any of
         the Company's Subsidiaries or any abandonment or termination of the
         corporate existence of any Restricted Subsidiary or any abandonment
         or termination of any rights or franchises of any Restricted
         Subsidiary or any abandonment or termination of any rights or
         franchises of the Company so long as such abandonment or
         termination does not change the overall nature of the business
         conducted by the Company and its Subsidiaries and so long as it is
         not disadvantageous in any material respect to the Banks and is, in
         the opinion of the Company, in the best interests of the Company;

                  (iii) maintain and keep its properties as a whole in good
         repair, working order and condition; provided, however, that
                                              --------  -------
         nothing in this subsection (iii) shall prevent any abandonment of
         any of its properties that is not disadvantageous in any material
         respect to the Banks and that is, in the opinion of the Company, in
         the best interests of the Company; and

                  (iv) insure or self-insure its assets and business in such
         manner and to such extent as is customary with business enterprises
         of comparable size and subject to comparable hazards.

                  (k) Pari Passu Obligations. Except for secured Debt
                      ----------------------
permitted under Section 5.01(b) or 5.01(f), the Company shall cause the
obligations of the Company in respect of the Loans at all times to rank not
less than pari passu in right of payment with all other senior indebtedness
of the Company.

                                     48

<PAGE>
<PAGE>

                  (l) ERISA. As soon as possible and in any event within 30
                      -----
days after the Company or any member of the ERISA Group:

                           (i) receives notice from the PBGC under Title IV
                of ERISA of an intent to terminate, impose liability (other
                than for premiums under Section 4007 of ERISA) in respect
                of, or appoint a trustee to administer any Plan;

                           (ii) applies for a waiver of the minimum funding
                  standard under Section 412 of the Code;

                           (iii) gives notice of intent to terminate any
                Plan under Section 4041(c) of ERISA; or

                           (iv) receives notice from a Multiemployer Plan of
                intent to impose liability under Title IV of ERISA;

and such events in the aggregate could subject, or have subjected, the
Company and all members of the ERISA Group to any Taxes, Debts, penalties or
liabilities in excess of $80,000,000 at any one time (it being understood
that any such Taxes, Debts, penalties or liabilities that have been
satisfied or paid by the Company shall not be included in determining the
foregoing amount), the Company will deliver, or cause to be delivered, to
the Administrative Agent a certificate of an Executive Officer setting forth
the details of such of the events described in (i) through (iv) as are
applicable and the action which the Company and all relevant members of the
ERISA Group propose to take or have taken with respect thereto, together
with copies of all notices or filings received from the PBGC, the Internal
Revenue Service or any other agency of the United States government or
required by the PBGC, the Internal Revenue Service or any other agency of
the United States government with respect such of the events described in
(i) through (iv) as are applicable.

                  (m) Compliance with Laws. The Company will comply, and
                      --------------------
cause each of its Subsidiaries to comply, in all material respects with all
laws, rules and regulations applicable to it or its property except where
the necessity of compliance therewith is contested in good faith by
appropriate proceedings, and except where failure to so comply would not
materially and adversely affect the ability of the Company to perform its
obligations hereunder.

                  Section 5.02. Use of Proceeds. The Company and each
                                ---------------
Borrower agree that the proceeds of Loans made under this Agreement will be
used for the general corporate purposes of the applicable Borrower and that
none of such proceeds will be used in violation of any applicable law or
regulation.

                                 ARTICLE VI

                                  DEFAULTS

                  Section 6.01. Events of Default. If one or more of the
                                -----------------
following events (each an "Event of Default") shall occur and be continuing,
                           ----------------
such event shall constitute an Event of Default under this Agreement,
whatever the reason for such event and whether it shall occur by operation

                                     49

<PAGE>
<PAGE>

of law or pursuant to any order, rule or regulation of any court or
government authority or otherwise:

                  (a) any Borrower shall fail to pay, within two days after
         the due date thereof, any principal of any of its Loans or any
         reimbursement obligation in respect of any LC Disbursement in
         respect of any Letter of Credit issued for its account, or the
         Company or any Borrower shall fail to pay, within five days after
         the due date thereof, any interest on any of its Loans or other
         amount payable by it under this Agreement;

                  (b) the Company shall violate or fail to perform any of
         its covenants or agreements contained in Section 5.01(b), (c), (d),
         (e), (g) or (h);

                  (c) the Company or any Eligible Subsidiary shall fail to
         perform any term, covenant or agreement herein contained (other
         than those referred to in clause (a) or (b) of this Section) for 30
         days after written notice of such failure is given to the Company
         by the Administrative Agent at the request of any Bank;

                  (d) the Company or any Eligible Subsidiary shall have made
         any representation, warranty or statement in or pursuant to this
         Agreement, or in any certificate or other document delivered by or
         on behalf of the Company pursuant hereto, which shall prove to have
         been false in any material respect when made;

                  (e) the Company or any Restricted Subsidiary shall fail
         (and such failure shall not have been cured or waived) to perform
         or observe any provision, term or condition of, or any default
         shall occur under, any agreement or instrument relating to any of
         its Indebtedness (other than the Indebtedness hereunder), the
         principal amount of which equals or exceeds $200,000,000 in the
         aggregate (or its equivalent in another currency) which results in
         the acceleration of maturity of such Indebtedness;

                  (f) the Company or any Restricted Subsidiary shall have
         entered against it by a court having jurisdiction in the premises a
         decree or order for relief in respect of it in an involuntary case
         under any applicable bankruptcy, insolvency or other similar law
         now or hereafter in effect, or appointing a receiver, liquidator,
         assignee, custodian, trustee, sequestrator (or similar official) of
         it or for all or any substantial part of its property, or ordering
         the winding-up or liquidation of its affairs, and such decree or
         order shall remain unstayed and in effect for a period of 60
         consecutive days;

                  (g) the Company or any Restricted Subsidiary shall
         commence a voluntary case under any applicable bankruptcy,
         insolvency or other similar law now or hereafter in effect, or
         consent to the entry of an order for relief in an involuntary case
         under any such law, or consent to the appointment of or taking
         possession by a receiver, liquidator, assignee, trustee, custodian,
         sequestrator (or similar official) for it or for all or any
         substantial part of its property, or make any general assignment
         for the benefit of any of the foregoing or for the benefit of its
         creditors;

                                     50

<PAGE>
<PAGE>

                  (h) any one or more of the events or conditions referred
         to in clauses (i) through (iii) of this subsection (h) shall occur:

                           (i) failure of any member of the ERISA Group
                  sponsoring a Material Plan to pay within 30 days after it
                  becomes due an amount or amounts aggregating in excess of
                  $200,000,000 (other than for premiums under Section 4007
                  of ERISA) which it shall have become liable to pay under
                  Section 412 of the Code or Section 302 or Title IV of
                  ERISA with respect to such Material Plan;

                           (ii) termination, imposition of liability (other
                  than for premiums under Section 4007 of ERISA), or
                  appointment of a trustee by the PBGC under Title IV of
                  ERISA in respect of any Plan, where the amount of unfunded
                  benefit liabilities within the meaning of Section
                  4001(a)(18) of ERISA in respect of such Plan and any other
                  Plans similarly affected could reasonably be expected to
                  exceed $200,000,000 in the aggregate; or

                           (iii) 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
                  could reasonably be expected to cause one or more members
                  of the ERISA Group to incur in the aggregate any Taxes,
                  Debts, penalties or liabilities in excess of $200,000,000
                  and such Taxes, Debts, penalties or liabilities remain
                  unsatisfied for a period of 30 days;

                  (i) a judgment or order for the payment of money in excess
         of $200,000,000 shall be rendered against the Company or any
         Restricted Subsidiary and such judgments or order shall continue
         unsatisfied and unstayed for a period of 30 days;

                  (j) any Person, either alone or together with others
         acting in concert with such Person, shall own 50% or more of the
         Voting Interests of the Company, or the Continuing Directors shall
         not constitute a majority of the Board of Directors; or

                  (k) any guarantee by the Company pursuant to Article IX
         shall cease to be, or shall be asserted by the Company not to be,
         in full force and effect.

                  Section 6.02. Remedies Upon Default. Upon the occurrence
                                ---------------------
and continuation of an Event of Default set forth in Section 6.01, (a) the
Administrative Agent shall, if requested in writing by Banks having more
than 51% or more of the Total Commitment, by notice in writing to the
Company (on behalf of the Borrowers) terminate the Total Commitment, and the
Total Commitment shall thereupon terminate, and (b) the Administrative Agent
shall, if requested in writing by the holders of more than 51% or more in
aggregate principal amount of the Loans then outstanding, by notice in
writing to the Company declare the principal of and interest on the Loans
and all other amounts payable hereunder (together with accrued interest
thereon) to be, and they shall thereupon forthwith be and become,
immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived; provided,
                                                              --------
however, that in the case of the occurrence of any Event of Default
-------
described in Section 6.01(f) or (g), without any notice to the Company or
any other Borrower or any other act by the Administrative Agent or the
Banks, the Total Commitment shall thereupon terminate


                                     51

<PAGE>
<PAGE>

and the Loans and all other amounts payable hereunder (together with accrued
interest thereon) shall thereupon be and become immediately due and payable
upon such occurrence, without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by the Company and
each other Borrower. Simultaneously with the giving of any such notice to
the Company, the Administrative Agent shall notify all of the Banks and the
Issuing Banks thereof.

                  Section 6.03. Notice of Default. The Administrative Agent
                                -----------------
shall give notice to the Company under Section 6.01(c) promptly upon being
requested to do so by any Bank and shall thereupon notify all the Banks and
the Issuing Banks thereof.

                                 ARTICLE VII

                          THE ADMINISTRATIVE AGENT

                  Section 7.01. Appointment and Authorization. Each Bank and
                                -----------------------------
each Issuing Bank irrevocably appoints and authorizes the Administrative
Agent to take such action as agent on its behalf and to exercise such powers
under this Agreement as are delegated to the Administrative Agent by the
terms hereof or thereof, together with all such powers as are reasonably
incidental thereto.

                  Section 7.02. Administrative Agent and Affiliates. The
                                -----------------------------------
Person serving as the Administrative Agent shall have the same rights and
powers under this Agreement as any other Bank or Issuing Bank and may
exercise or refrain from exercising the same as though it were not the
Administrative Agent, and such Person and its Affiliates may accept deposits
from, lend money to, and generally engage in any kind of business with the
Company or any Affiliate or Subsidiary of the Company as if it were not the
Administrative Agent hereunder.

                  Section 7.03. Action by Administrative Agent. The
                                ------------------------------
obligations of the Administrative Agent hereunder are only those expressly
set forth herein. Without limiting the generality of the foregoing, the
Administrative Agent shall not be required to take any action with respect
to any Default, except as expressly provided in Article VI.

                  Section 7.04. Consultation with Experts. The
                                -------------------------
Administrative Agent may consult with legal counsel (who may be counsel for
the Company), independent public accountants and other experts selected by
it and shall not be liable for any action taken or omitted to be taken by it
in good faith in accordance with the advice or opinion of such counsel,
accountants or experts.

                  Section 7.05. Liability of Administrative Agent. Neither
                                ---------------------------------
the Administrative Agent nor any of its directors, officers, agents or
employees shall be liable for any action taken or not taken by it, him or
her in connection herewith (a) with the consent or at the request of the
Required Banks or (b) in the absence of its, his or her own gross negligence
or willful misconduct. Neither the Administrative Agent nor any of its
directors, officers, agents or employees shall be responsible for or have
any duty to ascertain, inquire into or verify (i) any statement, warranty or
representation made in connection with this Agreement or any borrowing
hereunder; (ii) the performance or observance of any of the covenants or
agreements of the Company or any Eligible Subsidiary; (iii) the satisfaction
of any condition specified in


                                     52

<PAGE>
<PAGE>

Article III, except receipt of items required to be delivered to the
Administrative Agent; or (iv) the validity, effectiveness or genuineness of
this Agreement or any other instrument or writing furnished in connection
herewith. The Administrative Agent shall not incur any liability by acting
in reliance upon any notice, consent, certificate, statement or other
writing (which may be a bank wire, telecopy or similar writing) believed by
it to be genuine or to be signed or sent by the proper party or parties. The
Administrative Agent shall be entitled to assume that no Default has
occurred and is continuing, unless the Administrative Agent has actual
knowledge, or has been notified by the Company, of such Default, or has been
notified by a Bank or an Issuing Bank that such Bank or such Issuing Bank
considers that such Default (specifying in detail the nature thereof) has
occurred and is continuing.

                  Section 7.06. Indemnification. Each Bank shall, ratably in
                                ---------------
accordance with its Commitment, indemnify the Administrative Agent, each
Issuing Bank and each Swingline Bank (in each case to the extent not
reimbursed by the Company) against any cost, expense (including counsel fees
and disbursements and the costs of investigation, discovery and deposition),
claim, demand, action, loss or liability (except such as result from gross
negligence or willful misconduct of the Administrative Agent, such Issuing
Bank or such Swingline Bank, as the case may be) that the Administrative
Agent, such Issuing Bank or such Swingline Bank, as the case may be, may
suffer or incur in connection with this Agreement or any action taken or
omitted hereunder by the Administrative Agent, such Issuing Bank or such
Swingline Bank, as the case may be.

                  Section 7.07. Credit Decision. Each Bank represents and
                                ---------------
acknowledges that it has, independently and without reliance on the
Administrative Agent or any other Bank, and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Bank also represents and
acknowledges that it will, independently and without reliance on the
Administrative Agent or any other Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking any action under this
Agreement.

                  Section 7.08. Resignation of Administrative Agent. The
                                -----------------------------------
Administrative Agent may resign at any time by giving written notice thereof
to the Banks, the Issuing Banks and the Company. Upon any such resignation,
the Company, with the consent of the Required Banks, shall have the right to
appoint a successor Administrative Agent. If no successor Administrative
Agent shall have been so appointed by the Company, and shall have accepted
such appointment, within 30 days after the retiring Administrative Agent's
giving of notice of resignation, then the retiring Administrative Agent may,
on behalf of the Banks and the Issuing Banks, appoint a successor
Administrative Agent, which shall be (a) a commercial bank organized under
the laws of the United States or of any State thereof and having a combined
capital and surplus of at least $500,000,000 or (b) a Bank. Upon the
acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers,
privileges, and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall thereupon be discharged from its duties
and obligations as Administrative Agent under this Agreement. After any
retiring Administrative Agent's resignation as Administrative Agent, the
provisions of this


                                     53

<PAGE>
<PAGE>

Article VII shall continue to inure to its benefit as to any actions taken
or omitted to be taken by it while it was Administrative Agent under this
Agreement.

                  Section 7.09. Lead Arrangers, Bookrunners, Syndication
                                ----------------------------------------
Agent and Documentation Agents. Notwithstanding anything herein to the
------------------------------
contrary, none of the Lead Arrangers, Bookrunners, Syndication Agent and
Documentation Agents listed on the cover page of this Agreement shall have
any duties or responsibilities hereunder in their respective capacity as
such, except in their respective capacity, if any, as a Bank or an Issuing
Bank.

                                ARTICLE VIII

                           CHANGE IN CIRCUMSTANCES

                  Section 8.01. Basis for Determining Interest Rate
                                -----------------------------------
Inadequate or Unfair. If with respect to any Interest Period:
--------------------

                  (a) the Administrative Agent determines (which
         determination shall be conclusive absent manifest error) that
         adequate and reasonable means do not exist for ascertaining the
         Adjusted LIBO Rate (in the case of a Syndicated Loan) or the LIBO
         Rate (in the case of a Money Market LIBOR Loan) for such Interest
         Period, or

                  (b) in the case of a Syndicated Borrowing, Banks having
         50% or more of the Total Commitment notify the Administrative Agent
         that the Adjusted CD Rate or the Adjusted LIBO Rate, as the case
         may be, as determined by the Administrative Agent will not
         adequately and fairly reflect the cost to such Banks of maintaining
         or funding their CD Loans or Euro-Dollar Loans, as the case may be,
         for such Interest Period,

the Administrative Agent shall forthwith give notice thereof to the Company
(on behalf of the applicable Borrower) and the Banks, and until the
Administrative Agent notifies the Company that the circumstances giving rise
to such suspension no longer exist, the obligations of the Banks to make CD
Loans or Euro-Dollar Loans, as the case may be, shall be suspended; provided
                                                                    --------
that if the circumstances giving rise to such notice do not affect all the
Banks, then requests by the Company (on behalf of the applicable Borrower)
for Syndicated Borrowings may be made to the Banks that are not affected
thereby. Each Bank which notifies the Administrative Agent pursuant to
subsection (b) of this Section agrees that, in the event that after such
notice the Adjusted CD Rate or Adjusted LIBO Rate, as the case may be, shall
thereafter adequately and fairly reflect the cost to such Bank of
maintaining or funding its CD Loans or Euro-Dollar Loans, as the case may
be, for any Interest Period, it shall notify the Administrative Agent of
such fact. In the event that the Administrative Agent shall receive notice
from such Banks pursuant to the preceding sentence that the conditions set
forth in subsection (b) of this Section no longer exist, the Administrative
Agent shall notify the Company thereof. Unless the Company notifies the
Administrative Agent at least two Domestic Business Days before the date of
any Fixed Rate Borrowing for which a Notice of Borrowing has previously been
given that it elects on behalf of the applicable Borrower not to borrow on
such date, (i) if such Fixed Rate Borrowing is a Syndicated Borrowing, such
Borrowing shall instead be made as a Base Rate Borrowing and (ii) if such
Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market

                                     54

<PAGE>
<PAGE>

LIBOR Loans comprising such Borrowing shall bear interest for each day from
and including the first day to but excluding the last day of the Interest
Period applicable thereto at the Base Rate for such day.

                  Section 8.02. Illegality. If, after the date hereof, the
                                ----------
adoption of any applicable law, rule or regulation, or any change therein,
or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank (or its
Euro-Dollar Lending Office) with any request or directive (whether or not
having the force of law) of any such governmental authority, central bank or
comparable agency, shall make it unlawful or impossible for any Bank (or its
Euro-Dollar Lending Office) to make, maintain or fund its Euro-Dollar Loans
and such Bank shall so notify the Administrative Agent, the Administrative
Agent shall forthwith give notice thereof to the other Banks and the
Company, and until such Bank notifies the Company and the Administrative
Agent that the circumstances giving rise to such suspension no longer exist,
the obligation of such Bank to make Euro-Dollar Loans shall be suspended.
Each Bank which gives any notice pursuant to this Section agrees that, in
the event that the circumstances giving rise to such suspension no longer
exist, such Bank shall notify the Administrative Agent of such fact. In the
event that the Administrative Agent shall receive notice from a Bank
pursuant to the preceding sentence of this Section, the Administrative Agent
shall notify the Company thereof. Before giving any notice to the
Administrative Agent pursuant to the first sentence of this Section, such
Bank shall designate a different Euro-Dollar Lending Office if such
designation will avoid the need for giving such notice and will not, in the
judgment of such Bank, be otherwise disadvantageous to such Bank. If such
Bank shall determine that it may not lawfully continue to maintain and fund
any of its outstanding Euro-Dollar Loans to maturity and shall so specify in
such notice, the applicable Borrower or Borrowers shall immediately prepay
in full the then outstanding principal amount of each such Euro-Dollar Loan,
together with interest accrued thereon to the date of such prepayment.
Concurrently with prepaying each such Euro-Dollar Loan, each applicable
Borrower shall borrow a Base Rate Loan in an equal principal amount from
such Bank (on which interest and principal shall be payable
contemporaneously with the related Euro-Dollar Loans of the other Banks),
and such Bank shall make such a Base Rate Loan.

                  Section 8.03. Increased Cost. (a) If, on or after (x) the
                                --------------
date hereof, in the case of any Syndicated Loan or Letter of Credit or any
obligation to make Syndicated Loans or issue, amend, renew or extend Letters
of Credit, or (y) the date of the related Money Market Quote, in the case of
any Money Market Loan, or (z) the date that the applicable Bank agrees to
make a Negotiated Rate Loan, in the case of any Negotiated Rate Loan, the
adoption of any applicable law, rule or regulation, or any change therein,
or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank (or its
Lending Office) or any Issuing Bank with any request or directive (whether
or not having the force of law) of any such governmental authority, central
bank or comparable agency:

                  (i) shall subject any Bank (or its Lending Office) to any
         tax, duty or other charge with respect to its Fixed Rate Loans or
         its obligation to make Fixed Rate Loans, or shall change the basis
         of taxation of payments to any Bank (or its Lending Office) of the

                                     55

<PAGE>
<PAGE>

         principal of or interest on its Fixed Rate Loans or any other
         amounts due under this Agreement in respect of its Fixed Rate Loans
         or its obligation to make Fixed Rate Loans (except for changes in
         the rate of tax on the overall net income of such Bank or its
         Lending Office imposed by the jurisdiction in which such Bank's
         principal executive office or Lending Office, as the case may be,
         is located);

                  (ii) shall impose, modify or deem applicable any reserve,
         special deposit, deposit insurance assessment (excluding with
         respect to any CD Loan any such assessment included in an
         applicable Assessment Rate) or similar requirement (including,
         without limitation, any such requirement imposed by the Board of
         Governors of the Federal Reserve System, but excluding (A) with
         respect to any CD Loan, any such requirement included in an
         applicable CD Reserve Percentage, and (B) with respect to any
         Euro-Dollar Loan, any such requirement included in an applicable
         Euro-Dollar Reserve Percentage, and (C) any requirement for which
         such Bank is entitled to compensation under subsection (b) of this
         Section) against assets of, deposits with or for the account of, or
         credit extended by, any Bank or its Lending Office or shall impose
         on any Bank (or its Lending Office) or on the United States market
         for certificates of deposit or the London interbank market any
         other condition affecting its Fixed Rate Loans or its obligation to
         make Fixed Rate Loans; or

                  (iii) shall impose, modify or deem applicable any tax,
         reserve, special deposit, deposit insurance assessment or similar
         requirement against or with respect to or measured by reference to
         Letters of Credit issued or to be issued hereunder;

and the result of any of the foregoing is to increase the cost to such Bank
(or its Lending Office) of making or maintaining any Fixed Rate Loan, or to
increase the cost to such Bank or such Issuing Bank of participating in,
issuing or maintaining any Letter of Credit, or to reduce the amount of any
sum received or receivable by such Bank (or its Lending Office) or such
Issuing Bank under this Agreement with respect thereto, by an amount deemed
by such Bank or such Issuing Bank to be material, then, within 15 days after
demand by such Bank or such Issuing Bank to the Company (with a copy to the
Administrative Agent), the applicable Borrower or Borrowers shall pay for
the account of such Bank or such Issuing Bank, as additional interest, such
additional amount or amounts as will compensate such Bank or such Issuing
Bank for such increased cost or reduction; provided that if such Bank or
                                           --------
such Issuing Bank fails to notify the Company that it intends to claim or
may claim compensation for such increased cost or reduction within 45 days
after such Bank or such Issuing Bank has knowledge of such increased cost or
reduction, the applicable Borrower shall not be obligated to compensate such
Bank or such Issuing Bank for such increased cost or reduction accruing
prior to the date on which such Bank or such Issuing Bank first notifies the
Company that it intends to claim such compensation. In determining such
additional amount or amounts, such Bank or such Issuing Bank may use any
reasonable averaging and attribution methods.

                  (b) If, after the date hereof, the Administrative Agent,
any Bank or any Issuing Bank shall have determined that the adoption of any
applicable law, rule or regulation regarding capital adequacy, or any change
therein, or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with
the


                                     56

<PAGE>
<PAGE>

interpretation or administration thereof (including a change resulting from
a determination of a court or regulatory authority), or compliance by the
Administrative Agent, any Bank or any Issuing Bank (or its Lending Office or
holding company) with any request or directive regarding capital adequacy
(whether or not having the force of law) of any such governmental authority,
central bank or comparable agency, has or would have the effect of reducing
the rate of return on the Administrative Agent's, such Bank's or such
Issuing Bank's capital (or the capital of its holding company) as a
consequence of its obligations hereunder to a level below that which the
Administrative Agent, such Bank or such Issuing Bank or its holding company
could have achieved but for such adoption, change or compliance (taking into
consideration the Administrative Agent's, such Bank's or such Issuing
Bank's, as the case may be, policies with respect to capital adequacy) by an
amount deemed by the Administrative Agent, such Bank or such Issuing Bank to
be material, then from time to time, within 15 days after demand by the
Administrative Agent or such Bank or such Issuing Bank (with a copy to the
Administrative Agent), the Company shall pay to the Administrative Agent,
such Bank or such Issuing Bank, as the case may be, such additional amount
or amounts as will compensate the Administrative Agent, such Bank or such
Issuing Bank or its holding company for such reduction. In determining any
additional amount or amounts payable under this subsection (b), the
Administrative Agent, such Bank or such Issuing Bank may use any reasonable
averaging and attribution methods; provided that if after the date hereof,
                                   --------
pursuant to any applicable law, rule or regulation regarding capital
adequacy, or any change therein, or any change in interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof,
the credit quality of a bank's loans, investments or commitments is required
or permitted to be taken into account in determining capital adequacy, then
such averaging and attribution methods shall include a consideration of the
credit quality of the Loans and Letters of Credit relative to the credit
quality of such Bank's or such Issuing Bank's other loans, investments or
commitments, as the case may be.

                  (c) The Administrative Agent, each relevant Bank or each
relevant Issuing Bank, as the case may be, will promptly notify the Company
and the Administrative Agent of any event of which it has knowledge
occurring after the date hereof which will entitle the Administrative Agent,
such Bank or such Issuing Bank to compensation pursuant to this Section and
will designate a different Lending Office if such designation will avoid the
need for, or reduce the amount of, such compensation and will not, in the
judgment of the Administrative Agent or such Bank or Issuing Bank, as the
case may be, be otherwise disadvantageous to the Administrative Agent, such
Bank or such Issuing Bank. A certificate of the Administrative Agent, any
Bank or any Issuing Bank claiming compensation under this Section and
setting forth the additional amount or amounts to be paid to it hereunder
shall be conclusive in the absence of manifest error.

                  (d) Each Bank and each Issuing Bank agrees that if, after
such Bank or such Issuing Bank has made a demand for compensation pursuant
to this Section, the circumstances giving rise to such demand no longer
exist, such Bank or such Issuing Bank shall notify the Administrative Agent
of such fact. In the event that the Administrative Agent shall receive
notice from a Bank or an Issuing Bank pursuant to the preceding sentence of
this Section, the Administrative Agent shall notify the Company thereof.


                                     57

<PAGE>
<PAGE>

                  Section 8.04. Base Rate Loans Substituted for Affected
                                ----------------------------------------
Fixed Rate Loans. If (a) the obligation of any Bank to make Euro-Dollar
----------------
Loans has been suspended pursuant to Section 8.02 or (b) any Bank has
demanded compensation under Section 2.17 or 8.03, and the Company shall, by
at least five Euro-Dollar Business Days' prior notice to such Bank through
the Administrative Agent, have elected that the provisions of this Section
shall apply to such Bank, then, unless and until such Bank notifies the
Company and the Administrative Agent that the circumstances giving rise to
such suspension or demand for compensation no longer apply, all Loans which
would otherwise be made by such Bank as CD Loans or Euro-Dollar Loans, as
the case may be, shall be made instead as Base Rate Loans (on which interest
and principal shall be payable contemporaneously with the related Fixed Rate
Loans of the other Banks).

                  Section 8.05. Substitution of Bank. If notice has been
                                --------------------
given by any Bank pursuant to Section 8.02 or 8.03 requiring or permitting
Fixed Rate Loans of such Bank to be prepaid, or requesting compensation
under Section 2.17 or 8.03(b), then the Company shall have the right, in
consultation with the Administrative Agent, to seek one or more satisfactory
substitute financial institutions (which may be one or more of the Banks) to
purchase the Loans and assume the Commitment of such Bank.

                                 ARTICLE IX

                                  GUARANTEE

                  Section 9.01. The Guarantee. (a) The Company hereby
                                -------------
unconditionally guarantees the full and punctual payment (whether at stated
maturity, upon acceleration or otherwise) of the principal of and interest
on each Loan to any Eligible Subsidiary, and the full and punctual payment
of all other amounts payable by any Eligible Subsidiary under this
Agreement. The Company agrees that upon failure by any Eligible Subsidiary
to pay punctually any such amount, the Company shall forthwith on demand pay
the amount not so paid at the place and in the manner specified in this
Agreement.

                  (b) The obligations of the Company hereunder shall be a
guarantee of payment when due and not of collection.

                  Section 9.02. Guarantee Unconditional. The obligation of
                                -----------------------
the Company hereunder shall be unconditional and absolute and, without
limiting the generality of the foregoing, shall not be released, discharged
or otherwise affected by:

                  (i) any extension, renewal, settlement, compromise, waiver
         or release in respect of any obligation of any Eligible Subsidiary
         under this Agreement or any Note, by operation of law or otherwise;

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

                                     58

<PAGE>
<PAGE>

                  (iii) any release, non-perfection or invalidity of any
         direct or indirect security, or of any Guarantee or other liability
         of any third party, for any obligation of any Eligible Subsidiary
         under this Agreement or any Note;

                  (iv) any change in the corporate existence, structure or
         ownership of the Company or any Eligible Subsidiary, or any
         insolvency, bankruptcy, reorganization or other similar proceeding
         in respect of or affecting the Company or any Eligible Subsidiary
         or its assets or any release or discharge of any obligation
         contained in this Agreement or any Note;

                  (v) the existence of any claim, set-off or other rights
         which the Company may have at any time against any Eligible
         Subsidiary, the Administrative Agent, any Bank or any other Person,
         whether in connection herewith or any unrelated transactions,
         provided that nothing herein shall prevent the assertion of any
         --------
         such claim by separate suit or compulsory counterclaim;

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

                  (vii) any failure of any Bank or the Administrative Agent
         to assert any claim or demand or to enforce any right or remedy
         against the any Eligible Subsidiary or any other guarantor or any
         other act or omission to act or delay of any kind by the Company,
         any Eligible Subsidiary, the Administrative Agent, any Bank or any
         other Person, or any other circumstance whatsoever which might, but
         for the provisions of this clause (vii), constitute a legal or
         equitable discharge of the obligations of the Company hereunder.

                  Section 9.03. Discharge Only Upon Payment in Full
                                -----------------------------------
Reinstatement in Certain Circumstances. The obligation of the Company
--------------------------------------
hereunder shall remain in full force and effect until the principal of and
interest on the Loans and all other amounts payable under this Agreement
shall have been paid in full. If at any time any payment of the principal of
or interest on any Loan or any other amount payable by any Eligible
Subsidiary under this Agreement is rescinded or must be otherwise restored
or returned upon the insolvency, bankruptcy or reorganization of the Company
or any other Borrower or otherwise, the obligations of the Company hereunder
with respect to such payment shall be reinstated as though such payment had
been due but not made at such time.

                  Section 9.04. Waiver by the Company. The Company
                                ---------------------
irrevocably waives (a) acceptance hereof, (b) presentment, demand, protest
and any notice not provided for herein, and (c) any requirement that at any
time any action be taken by any Person against any Eligible Subsidiary or
any other Person.

                  Section 9.05. Subrogation. Upon making any payment under
                                -----------
its guarantee hereunder, the Company shall be subrogated to the rights of
the payee against the applicable Eligible Subsidiary with respect to such
payment; provided that the Company shall not enforce any right to payment by
         --------
reason of subrogation in respect of any Eligible Subsidiary until all

                                     59

<PAGE>
<PAGE>

amounts of principal of and interest on the Loans and all other amounts
payable by such Eligible Subsidiary under this Agreement have been paid in
full and either (a) the Total Commitment has been terminated or (b) such
Subsidiary has ceased to be an Eligible Subsidiary hereunder.

                  Section 9.06. Stay of Acceleration. If acceleration of the
                                --------------------
time for payment of any amount payable by any Eligible Subsidiary under this
Agreement is stayed upon the insolvency, bankruptcy or reorganization of any
Eligible Subsidiary, all such amounts otherwise subject to acceleration
under the terms of this Agreement shall nonetheless be payable by the
Company hereunder forthwith on demand by the Administrative Agent made at
the request of the requisite proportion of the Banks specified in Article
VI.

                                  ARTICLE X

                                MISCELLANEOUS

                  Section 10.01. Notices. All notices, requests and other
                                 -------
communications to any party hereunder shall be in writing (including bank
wire, telecopier or similar writing) and shall be given to such party: (a)
in the case of the Company or the Administrative Agent, at its address or
telecopier number set forth on the signature pages hereof, (b) in the case
of any other Bank, at its address or telecopier number set forth in its
Administrative Questionnaire or (c) in the case of any party, such other
address or telecopier number as such party may hereafter specify for the
purpose by notice to the Administrative Agent and the Company. Each such
notice, request or other communication shall be effective (i) if given by
mail, five days after such communication is deposited in the mails with
appropriate first class, certified or registered postage prepaid, addressed
as aforesaid, or (ii) if given by any other means, when delivered at the
telecopier number or address specified in this Section; provided that
                                                        --------
notices to the Administrative Agent under Section 2.03, 2.04, 2.05, 2.06,
2.07 or 2.12 or Article VI or VIII shall not be effective until received.
All notices, requests and other communications to or from any Eligible
Subsidiary hereunder shall be valid and effective if given to or from the
Company as agent for such Eligible Subsidiary.

                  Section 10.02. No Waivers. No failure or delay by the
                                 ----------
Administrative Agent, any Bank or any Issuing Bank in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided by law.

                  Section 10.03. Expenses; Documentary Taxes; Indemnity. (a)
                                 --------------------------------------
The Company agrees to pay (i) all reasonable out-of-pocket expenses of the
Administrative Agent, including reasonable fees and disbursements of special
counsel for the Administrative Agent, in connection with the preparation,
execution and delivery of this Agreement, any waiver or consent hereunder or
any amendment hereof, (ii) all out-of-pocket expenses incurred by any
Issuing Bank in connection with the issuance, amendment, renewal or
extension of any Letter of Credit or any demand for payment thereunder, and
(iii) if an Event of Default occurs, all out-of-pocket


                                     60

<PAGE>
<PAGE>

expenses incurred by the Administrative Agent, any Bank or any Issuing Bank,
including reasonable fees, disbursements and other charges of either
internal or external counsel (as the Administrative Agent, such Bank or such
Issuing Bank chooses), in connection with such Event of Default and
collection and other enforcement proceedings resulting therefrom. The
Company shall indemnify each Bank and each Issuing Bank against any transfer
taxes, documentary taxes or similar assessments or charges made by any
governmental authority by reason of the execution and delivery of this
Agreement.

                  (b) The Company agrees to indemnify each Bank, each
Issuing Bank, the Administrative Agent and each of their respective,
officers, directors, employees and agents (each such Person being called an
"Indemnitee") against, and hold each Indemnitee harmless from, any and all
 ----------
liabilities, losses, damages, costs and expenses of any kind (including,
without limitation, the reasonable fees and disbursements of counsel for any
Indemnitee in connection with any investigative, administrative or judicial
proceeding, whether or not such Indemnitee shall be designated a party
thereto), which may be incurred by any Indemnitee, relating to or arising
out of this Agreement, any Loan or Letter of Credit or the actual or
proposed use of the proceeds thereof (including any refusal by any Issuing
Bank to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the
terms of such Letter of Credit); provided that no Indemnitee shall have the
                                 --------
right to be indemnified hereunder for its own gross negligence or willful
misconduct as determined by a court of competent jurisdiction.

                  Section 10.04. Sharing of Setoffs. Each Bank agrees that
                                 ------------------
if it shall, by exercising any right of set-off or counterclaim or
otherwise, receive payment of a proportion of the aggregate amount of
principal and interest due with respect to any Loan or participations in any
LC Disbursement or Swingline Loan held by it which is greater than the
proportion received by any other Bank in respect of the aggregate amount of
principal and interest due with respect to any Loan or participations in any
LC Disbursement or Swingline Loan held by such other Bank, the Bank
receiving such proportionately greater payment shall purchase such
participations in the Loans and participations in LC Disbursements and
Swingline Loans held by the other Banks (to which purchase the Company and
each other applicable Borrower hereby consents), and such other adjustments
shall be made, as may be required so that all such payments of principal and
interest with respect to the Loans and participations in LC Disbursements
and Swingline Loans held by the Banks shall be shared by the Banks pro rata;
provided that nothing in this Section shall impair the right of any Bank to
--------
exercise any right of set-off or counterclaim it may have and to apply the
amount subject to such exercise to the payment of indebtedness of the
Company or any other Borrower other than its indebtedness hereunder. The
Company and each other Borrower agree, to the fullest extent they may
effectively do so under applicable law, that any holder of a participation
in a Loan, or in a participation in an LC Disbursement or Swingline Loan,
granted in accordance with this Agreement or any holder of a participation
in a Loan, or in a participation in an LC Disbursement or Swingline Loan,
acquired pursuant to the arrangements described in this Section may exercise
rights of set-off or counterclaim and other rights with respect to such
participation as fully as if such holder of a participation were a direct
creditor of the applicable Borrower or the Company, as the case may be, in
the amount of such participation.

                                     61

<PAGE>
<PAGE>

                  Section 10.05. Amendments and Waivers. (a) The Company and
                                 ----------------------
the Administrative Agent may amend or supplement this Agreement without
notice to or the consent of any Bank, any Issuing Bank or any Eligible
Subsidiary (i) to cure any ambiguity, defect or inconsistency, (ii) to
provide for the substitution of one or more financial institutions for a
Bank pursuant to Section 8.05, or (iii) to make any other change that does
not adversely affect the rights of any Bank or any Issuing Bank.

                  (b) Except as provided in subsection (a) of this Section,
any provision of this Agreement may be amended or waived if, but only if,
such amendment or waiver is in writing and is signed by the Company and the
Required Banks (and, to the extent required by the next succeeding
paragraph, the Administrative Agent, the Issuing Banks and the Swingline
Banks); provided that no such amendment or waiver shall, unless signed by
        --------
all the Banks affected by such amendment or waiver, (i) increase the
Commitment of any Bank or subject any Bank to any additional obligation,
(ii) alter the manner in which payments or prepayments of principal,
interest or other amounts hereunder shall be applied as among the Banks
(iii) reduce the principal of or rate of interest on any Loan or any fees
hereunder, (iv) postpone the date fixed for any payment of principal of or
interest on any Loan, any LC Disbursement or any fees hereunder, (v) extend
the Termination Date, or (vi) alter the absolute and unconditional character
of, or release or terminate, the guarantee of the Company contained in
Article IX, and no such amendment or waiver shall, unless signed by all the
Banks, change the percentage of the Total Commitment or of the aggregate
unpaid principal amount of the Loans or LC Disbursements, or the number of
Banks, which shall be required for the Banks or any of them to take any
action under this Section or any other provision of this Agreement. Each
Eligible Subsidiary, by its execution of an Election to Participate, grants
to the Company an irrevocable power of attorney to enter into amendments or
waivers of this Agreement on behalf of such Eligible Subsidiary, and agrees
that it shall be bound by any such amendment or waiver executed by the
Company, whether or not such amendment or waiver is executed by the Company
in the name of such Eligible Subsidiary.

                  If any amendment or waiver of this Agreement shall affect
the rights or duties of the Administrative Agent, the approval of the
Administrative Agent shall be required therefor. If any amendment or waiver
of this Agreement shall affect the procedures or requirements for Swingline
Borrowings or payments in respect thereof, the approval of each Swingline
Bank shall be required therefor. If any amendment or waiver if this
Agreement shall affect the procedures or requirements for issuances of
Letters of Credit or payments in respect thereof, the approval of each
Issuing Bank shall be required therefor. Neither (i) amendments to the
covenants set forth in Article V or the provisions herein defining the
Events of Defaults or the remedies therefor nor (ii) waivers of any such
covenants or Events of Default shall require the approval of the
Administrative Agent, the Swingline Banks or the Issuing Banks.

                  Section 10.06. Successors and Assigns. (a) The provisions
                                 ----------------------
of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, except that (i)
the Company may not assign or otherwise transfer any of its rights under
this Agreement without the prior written consent of all Banks and (ii) no
Bank or Issuing Bank may assign or otherwise transfer its Commitment in
whole or in part, or sell, assign or otherwise transfer its Loans or Letters
of Credit or grant participations in its Loans, Letters of Credit or rights
under this Agreement in whole or in part, other than as the result of the

                                     62

<PAGE>
<PAGE>

designation of a different Lending Office in accordance with this Agreement
or as permitted under Sections 2.05, 2.06, 8.05 and 10.04 and the following
provisions of this Section.

                  (b) Any Bank may at any time grant to one or more banks or
other institutions (each a "Participant") participating interests in its
                            -----------
Commitment or any or all of its Loans, LC Exposure or Swingline Exposure;
provided that such Bank shall, except in the case of such a grant (i)
--------
pursuant to Section 10.04, (ii) in respect of Money Market Loans or (iii) to
a Bank Affiliate, obtain the Company's prior consent to such grant. In the
event of any such grant by a Bank of a participating interest to a
Participant, whether or not upon notice to the Company and the
Administrative Agent, such Bank or such Issuing Bank shall remain
responsible for the performance of its obligations hereunder, and the
Company, each other Borrower and the Administrative Agent shall continue to
deal solely and directly with such Bank in connection with such Bank's
rights and obligations under this Agreement. Any agreement pursuant to which
any Bank may grant such a participating interest shall provide that such
Bank shall retain the sole right and responsibility to enforce the
obligations of the Company and each other Borrower hereunder including,
without limitation, the right to approve amendments, modifications or
waivers of the provisions of this Agreement as set forth in this Section;
provided that such participation agreement may provide that such Bank will
--------
not agree to any modification, amendment or waiver of this Agreement
described in clause (i), (ii) or (iii) of Section 10.05(b) without the
consent of the Participant. The Company agrees that each Participant shall,
to the extent provided in its participation agreement and subject to
subsection (e) of this Section, be entitled to the benefits of Article VIII
with respect to its participating interest.

                  (c) Any Bank may at any time assign to one or more banks
or other institutions (each an "Assignee") all, or a proportionate part of
                                --------
all, of its rights and obligations under this Agreement, and such Assignee
shall assume such rights and obligations, pursuant to an Assignment and
Acceptance in substantially the form of Exhibit H hereto executed by such
Assignee and such transferor Bank, with (and subject to) the consent of the
Company and the Administrative Agent (which consents shall not be required
in the case of an assignment (A) by a Bank to any other Bank so long as such
assignment does not (x) cause the aggregate amount of the Commitments of any
Bank and its Bank Affiliates to exceed $300,000,000 or (y) increase the
amount of the Commitments of any Bank and its Bank Affiliates if the
aggregate amount of the Commitments of such Bank and its Bank Affiliates
exceeds $300,000,000 immediately prior to such assignment or (B) by a Bank
to its Bank Affiliate so long as (v) if such transferor Bank is a
"depository institution" (within the meaning of Regulation A of the Board of
Governors of the Federal Reserve System), such Bank Affiliate shall also be
a depository institution and (w) at the time of such assignment S&P or
Moody's shall rate the senior, unsecured, long-term debt of such transferor
Bank and the rating or ratings for senior, unsecured, long-term debt of such
Bank Affiliate by S&P and/or Moody's, as applicable, shall not be lower than
such rating(s) of such transferor Bank); provided that (i) such assignment
                                         --------
may, but need not, include rights of the transferor Bank in respect of
outstanding Money Market Loans; (ii) except in the case of an assignment to
a Bank or a Bank Affiliate or an assignment of the entire remaining amount
of the transferor Bank's Commitment and outstanding Loans, LC Exposure and
Swingline Exposure, the amount of such assignment shall not be less than
$5,000,000 unless otherwise agreed by the Borrower and the Administrative
Agent and (iii) the Assignee, if it shall not be a Bank, shall deliver to
the Administrative Agent an Administrative Questionnaire. Upon execution and

                                     63

<PAGE>
<PAGE>

delivery of such instrument and payment by such Assignee to such transferor
Bank of an amount equal to the purchase price agreed between such transferor
Bank and such Assignee, such Assignee shall be a Bank party to this
Agreement and shall have all the rights and obligations of a Bank with a
Commitment as set forth in such instrument of assumption, and the transferor
Bank shall be released from its obligations hereunder to a corresponding
extent, and no further consent or action by any party shall be required. In
connection with any such assignment, the transferor Bank or such Assignee
shall pay to the Administrative Agent an administrative fee for processing
such assignment in the amount of $3,500. If the Assignee is not incorporated
under the laws of the United States or a state thereof, it shall, prior to
the first date on which interest or fees are payable hereunder for its
account, deliver to the Company and the Administrative Agent certification
as to exemption from deduction or withholding of any United States federal
income taxes in accordance with Section 2.15.

                  Notwithstanding anything to the contrary contained herein,
any Bank (a "Granting Bank") may grant to a special purpose vehicle (an
             -------------
"SPV") of such Granting Bank, identified as such in writing from time to
 ---
time by the Granting Bank to the Administrative Agent and the Company, the
option to provide to any Borrower all or any part of any Loan or to make a
payment to any Issuing Bank or Swingline Bank in respect of its LC Exposure
or Swingline Exposure, as the case may be, that such Granting Bank would
otherwise be obligated to make hereunder to such Borrower, such Issuing Bank
or such Swingline Bank, provided that (i) nothing herein shall constitute a
                        --------
commitment by any SPV to make any Loan or to make any payment in respect of
any LC Exposure or Swingline Exposure, (ii) if an SPV elects not to exercise
such option or otherwise fails to provide all or any part of such Loan or
such payment in respect of LC Exposure or Swingline Exposure, the Granting
Bank shall be obligated to make such Loan or such payment pursuant to the
terms hereof and (iii) any Borrower, any Issuing Bank or any Swingline Bank
may bring any proceeding against the Granting Bank in order to enforce any
rights of such Borrower, such Issuing Bank or such Swingline Bank, as the
case may be, hereunder. The making of a Loan or any payment in respect of LC
Exposure or Swingline Exposure by an SPV hereunder shall utilize the
Commitment of the Granting Bank to the same extent, and as if, such Loan or
such payment were made by the Granting Bank. Each party hereto hereby agrees
that no SPV shall be liable for any payment under this Agreement for which a
Bank would otherwise be liable, for so long as, and to the extent that, the
related Granting Bank makes such payment. In furtherance of the foregoing,
each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and
one day after the payment in full of all outstanding commercial paper or
other senior indebtedness of any SPV, it will not institute against, or join
any other person in instituting against, such SPV any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or
similar proceedings under the laws of the United States or any State thereof
in respect of any claim arising under this Agreement. In addition,
notwithstanding anything to the contrary contained in this Section, any SPV
may, with the prior written consent of the Company and the Administrative
Agent (to the extent such consent is required under the immediately
preceding paragraph of this subsection (c)) but without paying any
processing fee therefor, assign all or a portion of its interests in any
Loans and repayment rights in respect of LC Exposure and Swingline Exposure
to the Granting Bank or to any financial institutions providing liquidity
and/or credit to or for the account of such SPV to fund the Loans made by
such SPV or to support the securities (if any) issued by such SPV and such
SPV may disclose, on


                                     64

<PAGE>
<PAGE>

a confidential basis, confidential information with respect to the Company
and its Subsidiaries to any rating agency, commercial paper dealer or
provider of a surety, guarantee or credit liquidity enhancement to such SPV.
This paragraph may not be amended without the consent of any SPV at the time
holding Loans under this Agreement.

                  (d) Any Bank may at any time assign all or any portion of
its rights under this Agreement to secure obligations of such Bank,
including, without limitation, to a Federal Reserve Bank, provided that any
                                                          --------
foreclosure or similar action taken with respect to such assignment to any
Person other than a Federal Reserve Bank shall be subject to the provisions
of this Section concerning assignments. No such assignment shall release the
transferor Bank from its obligations hereunder.

                  (e) No Assignee, Participant or other transferee of any
Bank's rights shall be entitled to receive any greater payment under Section
8.03 than such Bank would have been entitled to receive with respect to the
rights assigned or otherwise transferred, unless such assignment or transfer
is made (i) with the prior consent of the Company, (ii) by reason of the
provisions of Section 8.02 or 8.03 requiring such Bank to designate a
different Lending Office under certain circumstances or (iii) at a time when
the circumstances giving rise to such greater payment did not exist.

                  (f) If the Fixed Rate Loans of any Reference Bank are
repaid pursuant to Article VIII, the Administrative Agent shall, with the
consent of the Company and the Required Banks, appoint another Bank to act
as a Reference Bank hereunder.

                  (g) The Administrative Agent, acting solely for this
purpose as an agent of the Company, shall maintain at one of its offices in
New York City a copy of each Assignment and Acceptance delivered to it and a
register for the recordation of the names and addresses of the Banks, and
the Commitments of, and principal amount of the Loans and LC Disbursements
owing to, each Bank pursuant to the terms hereof from time to time (the
"Register"). The entries in the Register shall be conclusive, and the
 --------
Company, the Administrative Agent, the Banks and the Issuing Banks may treat
each Person whose name is recorded in the Register pursuant to the terms
hereof as a Bank hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for
inspection by the Company, any other Borrower, any Bank and any Issuing
Bank, at any reasonable time and from time to time upon reasonable prior
notice.

                  Section 10.07. Collateral. Each of the Banks and each of
                                 ----------
the Issuing Banks represents and warrants to the Administrative Agent, the
other Banks and the other Issuing Banks that it in good faith is not relying
on any "margin stock" (as defined in Regulation U of the Board of Governors
of the Federal Reserve System) as collateral in the extension or maintenance
of the credit provided for in this Agreement.

                  Section 10.08. New York Law; Submission to Jurisdiction.
                                 ----------------------------------------
This Agreement and any other document delivered hereunder shall be construed
in accordance with and governed by the law of the State of New York. Each of
the Company and the Eligible Subsidiaries hereby submits to the nonexclusive
jurisdiction of the United States District Court for the Southern


                                     65

<PAGE>
<PAGE>

District of New York and of any New York State court sitting in New York
City for purposes of all legal proceedings arising out of or relating to
this Agreement or the transactions contemplated hereby. Each of the Company
and the Eligible Subsidiaries irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the
laying of the venue of any such proceeding brought in such a court and any
claim that any such proceeding brought in such a court has been brought in
an inconvenient forum.

                  Section 10.09. Counterparts; Effectiveness. This Agreement
                                 ---------------------------
may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were
upon the same instrument. This Agreement shall become effective when the
Administrative Agent shall have received counterparts hereof signed by each
of the parties hereto (or, in the case of any Bank or any Issuing Bank as to
which an executed counterpart shall not have been received, receipt by the
Administrative Agent in form satisfactory to it of telecopy or other written
confirmation from such Bank or such Issuing Bank of execution of a
counterpart hereof by such Bank or such Issuing Bank) and when the
conditions specified in Section 3.02 shall have been satisfied or waived.

                  Section 10.10. Independence of Covenants. All covenants
                                 -------------------------
hereunder shall be given independent effect so that if a particular action
or condition is not permitted by any of such covenants, the fact that it
would be permitted by an exception to, or be otherwise within the
limitations of, another covenant shall not avoid the effectiveness of the
first covenant.

                  Section 10.11. WAIVER OF JURY TRIAL. EACH OF THE COMPANY,
                                 --------------------
THE ELIGIBLE SUBSIDIARIES, THE ADMINISTRATIVE AGENT, THE BANKS AND THE
ISSUING BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

                  Section 10.12. Waiver Under Pre-Existing Credit
                                 --------------------------------
Agreements. By its execution hereof, each undersigned Bank that also is a
----------
party to the credit agreement referred to in clause (f) of Section 3.02
hereby waives the provisions of such credit agreement that would require
advance notice for the termination of commitments thereunder or the
prepayment of loans thereunder; provided that (a) the foregoing waiver shall
                                --------
apply only to the termination of all commitments under such credit agreement
and repayment of all loans outstanding thereunder in connection with the
effectiveness of this Agreement and (b) the Company shall, in lieu of
advance notice of any such termination or prepayment, give notice thereof to
the Agent (as defined in such credit agreement) on the date of such
termination or prepayment.

                  Section 10.13. Action by the Company on Behalf of the
                                 --------------------------------------
Borrowers. Any payment obligation or other obligation of any Borrower
---------
hereunder may be performed by the Company on behalf of such Borrower, and
such performance by the Company shall be deemed to satisfy the corresponding
obligation of such Borrower hereunder.

                  Section 10.14. Survival. All covenants, agreements,
                                 --------
representations and warranties made by the Company or any other Borrower
herein and in the certificates or other instruments delivered in connection
with or pursuant to this Agreement shall be considered to


                                     66

<PAGE>
<PAGE>

have been relied upon by the other parties hereto and shall survive the
execution and delivery of this Agreement and the making of any Loans,
regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Administrative Agent or any Bank may
have had notice or knowledge of any Default or incorrect representation or
warranty at the time any credit is extended hereunder, and shall continue in
full force and effect as long as the principal of or any accrued interest on
any Loan or any fee or any other amount payable under this Agreement is
outstanding and unpaid and so long as the Commitments have not expired or
terminated. The provisions of Sections 2.15, 2.17, 8.03, 9.03 and 10.03 and
Article VII shall survive and remain in full force and effect regardless of
the consummation of the transactions contemplated hereby, the repayment of
the Loans, the expiration or termination of the Commitments or the
termination of this Agreement or any provision hereof.

                  Section 10.15. Permitted Disclosure of Certain Tax Related
                                 -------------------------------------------
Matters. Notwithstanding anything herein to the contrary, each Borrower,
-------
each Bank and the Administrative Agent (and each employee, representative,
or other agent of each of the foregoing parties) may disclose to any and all
Persons without limitation of any kind, the U.S. federal income tax
treatment and U.S. federal income tax structure of the transactions
contemplated hereby and all materials of any kind (including opinions or
other tax analyses) that are provided to any of the foregoing parties
relating to such tax treatment and tax structure. However, no disclosure of
any information relating to such tax treatment or tax structure may be made
to the extent nondisclosure is reasonably necessary in order to comply with
applicable securities laws.





                                     67

<PAGE>
<PAGE>

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

                                  ANHEUSER-BUSCH COMPANIES, INC.



                                  By: /s/ William J. Kimmins, Jr.
                                     -----------------------------------
                                     Name: William J. Kimmins, Jr.
                                     Title: Vice President and Treasurer

                                  Address for Notices:

                                  One Busch Place
                                  St. Louis, Missouri 63118
                                  Telecopy: (314) 765-9005
                                  Telephone: (314) 577-2329
                                  Attention: Vice President and Treasurer







<PAGE>
<PAGE>


                                  JPMORGAN CHASE BANK, as
                                    Administrative Agent

                                  By: /s/ B. B. Wuthrich
                                     ---------------------
                                     Name: B. B. WUTHRICH
                                     Title: VICE PRESIDENT

                                  Address for Notices:

                                  270 Park Avenue
                                  New York, New York  10017
                                  Attention:
                                  Telecopy:
                                  Telephone:



<PAGE>
<PAGE>

                                   BANKS
                                   -----

                                  JPMORGAN CHASE BANK


                                  By: /s/ B. B. Wuthrich
                                     ---------------------
                                     Name: B. B. WUTHRICH
                                     Title: VICE PRESIDENT





<PAGE>
<PAGE>


                                  BANK ONE, NA

                                  By: /s/ Joseph Pinzone
                                     --------------------
                                     Name: Joseph Pinzone
                                     Title: Director



<PAGE>
<PAGE>


                                  BANK OF AMERICA, N.A.


                                  By: /s/ David L. Catherall
                                     ------------------------
                                     Name: David L. Catherall
                                     Title: Vice President



<PAGE>
<PAGE>


                                  CITIBANK, N.A.


                                  By: /s/ Carolyn A. Kee
                                     ---------------------
                                     Name: Carolyn A. Kee
                                     Title: Vice President



<PAGE>
<PAGE>


                                  UBS AG

                                  By: /s/ Patricia O'Kicki
                                     ------------------------
                                     Name: Patricia O'Kicki
                                     Title: Director



                                  By: /s/ Wilfred V. Saint
                                     -------------------------
                                     Name: Wilfred V. Saint
                                     Title: Associate Director
                                            Banking Products
                                            Services, US


<PAGE>
<PAGE>


                                  MERRILL LYNCH BANK USA


                                  By: /s/ Louis Alder
                                     ---------------------
                                     Name: Louis Alder
                                     Title: Vice President



<PAGE>
<PAGE>


                                  MORGAN STANLEY BANK


                                  By: /s/ Jaap L. Tonckens
                                     --------------------------
                                     Name: Jaap L. Tonckens
                                     Title: Vice President
                                            Morgan Stanley Bank


<PAGE>
<PAGE>


                                  SUN TRUST BANK


                                  By: /s/ Susan M. Hall
                                     ------------------------
                                     Name: SUSAN M. HALL
                                     Title: MANAGING DIRECTOR



<PAGE>
<PAGE>


                                  MELLON BANK, N.A.


                                  By: /s/ Mark F. Johnston
                                     ----------------------
                                     Name: Mark F. Johnston
                                     Title: Vice President



<PAGE>
<PAGE>


                                  STATE STREET BANK AND TRUST
                                   COMPANY

                                  By: /s/ Fred Epstein
                                     -----------------------
                                     Name: Fred Epstein
                                     Title: Vice President



<PAGE>
<PAGE>


                                  BARCLAYS BANK PLC


                                  By: /s/ Douglas Bernegger
                                     -----------------------
                                     Name: DOUGLAS BERNEGGER
                                     Title: DIRECTOR


<PAGE>
<PAGE>


                                  BNP PARIBAS

                                  By: /s/ Peter Labrie
                                     -----------------------------
                                     Name: Peter Labrie
                                     Title: Central Region Manager



                                  By: /s/ Rosalie Hawley
                                     -----------------------------
                                     Name: Rosalie Hawley
                                     Title: Director



<PAGE>
<PAGE>


                           MIZUHO CORPORATE BANK, LTD


                           By: /s/ Robert P. Gallagher, Jr.
                              -----------------------------
                              Name: Robert P. Gallagher, Jr.
                              Title: Vice President & Team Leader,

                                     U.S. Corp Finance Dept.

                           [as per Alex Zarzhevsky, Officer, 212-282-3988.]



<PAGE>
<PAGE>


                                  SUMITOMO MITSUI BANKING
                                   CORPORATION


                                  By: /s/ Leo Pagarigan
                                     ----------------------------
                                     Name: Leo E. Pagarigan
                                     Title: Senior Vice President



<PAGE>
<PAGE>


                                  U.S. BANK NATIONAL ASSOCIATION


                                  By: /s/ Gregory D. Knudsen
                                     ----------------------------
                                     Name: GREGORY D. KNUDSEN
                                     Title: SENIOR VICE PRESIDENT



<PAGE>
<PAGE>


                                  WELLS FARGO BANK, N.A.


                                  By: /s/ Steven M. Buehler
                                     ----------------------------
                                     Name: Steven M. Buehler
                                     Title: Vice President


                                  By: /s/ Melissa F. Nachman
                                     ----------------------------
                                     Name: Melissa F. Nachman
                                     Title: Vice President


<PAGE>
<PAGE>

                                                                   EXHIBIT A

                                    NOTE

                                                          New York, New York
                                                           [_________], 2003

                  For value received, [ANHEUSER-BUSCH COMPANIES, INC.][NAME
OF ELIGIBLE SUBSIDIARY], a [_________] [Delaware corporation] (the
"Borrower"), promises to pay to the order of ______________ (the "Bank"),
 --------                                                         ----
for the account of its Lending Office, the unpaid principal amount of each
Loan made by the Bank to the Borrower pursuant to the Credit Agreement
referred to below on the last day of the Interest Period relating to such
Loan. The Borrower promises to pay interest on the unpaid principal amount
of each such Loan on the dates and at the rate or rates provided for in the
Credit Agreement. All such payments of principal and interest shall be made
in lawful money of the United States in Federal or other immediately
available funds at the office of JPMorgan Chase Bank, 270 Park Avenue, New
York, New York 10017; provided that all payments of principal of and
                      --------
interest on any Negotiated Rate Loan advanced by the Bank in a currency
other than U.S. Dollars shall be made in the currency in which such
Negotiated Rate Loan is denominated at such location as agreed with the
Bank.

                  All Loans made by the Bank, the respective types and
maturities thereof and all repayments of the principal thereof shall be
recorded by the Bank and, prior to any transfer hereof, appropriate
notations to evidence the foregoing information with respect to each such
Loan then outstanding shall be endorsed by the Bank on the schedule attached
hereto, or on a continuation of such schedule attached to and made a part
hereof; provided that the failure of the Bank to make any such recordation
        --------
or endorsement shall not affect the obligations of the Borrower hereunder or
under the Credit Agreement.

                  This note is one of the Notes referred to in the Credit
Agreement dated as of August 4, 2003 (as amended from time to time, the
"Credit Agreement"), among [the Borrower][Anheuser-Busch Companies, Inc.
 ----------------
(the "Company")], the Banks party thereto and JPMorgan Chase Bank, as
      -------
Administrative Agent. Terms defined in the Credit Agreement are used herein
with the same meanings. Reference is made to the Credit Agreement for
provisions for the prepayment, the acceleration of the maturity and the
limitations on the transferability of this Note.

                                       [ANHEUSER-BUSCH COMPANIES, INC.]
                                       [NAME OF ELIGIBLE SUBSIDIARY]

                                       By  ____________________________
                                           Name:
                                           Title:



                                Form of Note
                                ------------

<PAGE>
<PAGE>

                                     2


                                Note (cont'd)

<TABLE>
                                            LOANS AND PAYMENTS OF PRINCIPAL

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

<CAPTION>
                                                                        Amount of
                                                                        Principal        Maturity         Notation
      Date         Amount of Loan    Type of Loan    Currency*           Repaid            Date           Made By
<S>                <C>               <C>             <C>                <C>              <C>              <C>
----------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<FN>
--------------
*      Only applicable to Negotiated Rate Loans made in a currency other than U.S. dollars.
</TABLE>

                                     Form of Note
                                     ------------

<PAGE>
<PAGE>


                                                                   EXHIBIT B

                     Form of Money Market Quote Request
                     ----------------------------------

                                                                      [Date]

To:               JP Morgan Chase Bank (the "Administrative Agent")
                                             --------------------

From:             Anheuser-Busch Companies, Inc.

Re:               Credit Agreement dated as of August 4, 2003 among
                  Anheuser-Busch Companies, Inc., the Banks party thereto
                  and the Administrative Agent (as amended from time to
                  time, the "Credit Agreement")
                             ----------------

                  We hereby give notice pursuant to Section 2.04 of the
Credit Agreement that we request Money Market Quotes for the following
proposed Money Market Borrowing(s):

Date of Borrowing:                  ____________________

Principal Amount: (1)               ____________________

Interest Period:  (2)               ____________________

[Borrower:                          ____________________]

                  Such Money Market Quotes should offer a Money Market
[Margin] [Absolute Rate]. [The applicable base rate is the LIBO Rate.]

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

                                        ANHEUSER-BUSCH COMPANIES, INC.


                                        By _________________________________
                                           Name:
                                           Title:

<FN>
---------
(1)     Amount must be $10,000,000 or a larger multiple of $1,000,000.

(2)     Not less than 7 days, subject to the provisions of the definition of
        Interest Period.


                      Form of Money Market Quote Report
                      ---------------------------------

<PAGE>
<PAGE>

                                                                   EXHIBIT C

                 Form of Invitation for Money Market Quotes
                 ------------------------------------------

To:      [Name of Bank]

Re:      Invitation for Money Market Quotes to Anheuser-Busch Companies, Inc.
         (the "Company")
               -------

         Pursuant to Section 2.04 of the Credit Agreement dated as of August
4, 2003, among the Company, the Banks party thereto and the undersigned, as
Administrative Agent, we are pleased on behalf of the Company to invite you
to submit Money Market Quotes to the Company for the following proposed
Money Market Borrowing(s):

Date of Borrowing:         ____________________

Principal Amount:          ____________________

Interest Period:           ____________________

[Borrower:                 ____________________]

         Such Money Market Quotes should offer a Money Market
[Margin][Absolute Rate]. [The applicable base rate is the LIBO Rate.]

         Please respond to this invitation by no later than [9:30 a.m.]
[10:00 a.m.] (New York City time) on [date].

                                        JP MORGAN CHASE BANK



                                        By ___________________________________
                                           Name:
                                           Title:




                  Form of Invitation for Money Market Quote
                  -----------------------------------------

<PAGE>
<PAGE>

                                                                   EXHIBIT D

                         Form of Money Market Quote
                         --------------------------

JP MORGAN CHASE BANK,
  as Administrative Agent
270 Park Avenue
New York, New York  10017

Attention:

Re:               Money Market Quote to Anheuser-Busch Companies, Inc.
                  (the "Company")
                        -------

                  In response to your invitation on behalf of the Company
dated ____________, we hereby make the following Money Market Quote on the
following terms:

         1. Quoting Bank: _______________________________________________

         2. Person to contact at Quoting Bank: __________________________

         3. Date of Borrowing: __________________________________________(3)

         4. We hereby offer to make Money Market Loan(s) in the following
principal amounts, for the following Interest Periods and at the following
rates:







<FN>
---------
(3)     As specified in the related Invitation.



                         Form of Money Market Quote
                         --------------------------

<PAGE>
<PAGE>

                                     2

<TABLE>
<CAPTION>

          Principal                      Interest                  [Money Market
           Amount(4)                     Period(5)                    Margin(6)]                   [Absolute Rate(7)]
           ---------                     ---------                    ----------                   ------------------
<S>                                      <C>                        <C>                          <C>
$

$
</TABLE>





[Provided, that the aggregate principal amount of Money Market Loans for
which the above offers may be accepted shall not exceed $__________.]

                  We understand and agree that the offer(s) set forth above,
subject to the satisfaction of the applicable conditions set forth in the
Credit Agreement dated as of August 4, 2003, among the Company, the Banks
party thereto and yourselves, as Administrative Agent, irrevocably obligate
us to make the Money Market Loan(s) for which any offer(s) are accepted, in
whole or in part.

                                             Very truly yours,

                                             [NAME OF BANK]

Dated:  ________________                     By
                                               --------------------------------
                                               Name:
                                               Title:

<FN>
---------
(4)  Principal amount bid for each Interest Period may not exceed principal
     amount requested. Specify aggregate limitation if the sum of the
     individual offers exceeds the amount the Bank is willing to lend. Bids
     must be made for $10,000,000 or a larger multiple of $1,000,000.

(5)  Not less than 7 days, as specified in the related Invitation. No more
     than five bids are permitted for each Interest Period.

(6)  Margin over or under the LIBO Rate determined for the applicable
     Interest Period. Specify percentage (to the nearest 1/10,000th of 1%)
     and specify whether "PLUS" or "MINUS".

(7)  Specify rate of interest per annum (expressed to 1/10,000th of 1%).





                      Notice of Money Market Borrowing
                      --------------------------------

<PAGE>
<PAGE>

                                                                   EXHIBIT E

                      Notice of Money Market Borrowing
                      --------------------------------

JP MORGAN CHASE BANK,
  as Administrative Agent
270 Park Avenue
New York, New York  10017

Attention:

Re:      Money Market Quotes to
         Anheuser-Busch Companies, Inc.

                  Pursuant to Section 2.04 of the Credit Agreement dated as
of August 4, 2003 (as amended from time to time, the "Credit Agreement"),
                                                      ----------------
among the undersigned, the Banks party thereto and JPMorgan Chase Bank, as
Administrative Agent, and in response to the Money Market Quotes dated
___________ and obtained by you on our behalf, we hereby accept the
following Money Market Quote(s) on the following terms:

         1. Quoting Bank: _________________________________________________

         2. Person to contact at Quoting Bank: ____________________________

         3. Date of Borrowing: ____________________________________________

         4. We hereby accept Money Market Loan(s) in the following principal
amounts, for the following Interest Periods, and at the following rates: (8)



<FN>
---------
(8)  Acceptance may only be made on the basis of ascending Money Market
     Absolute Rates or Money Market Margins, as the case may be.


                      Notice of Money Market Borrowing
                      --------------------------------

<PAGE>
<PAGE>

                                     2


<TABLE>
<CAPTION>
                                                          [Money Market
Principal Amount(9)             Interest Period(10)        Margin(11)]           [Absolute Rate(12)]
-------------------             -------------------        -----------           -------------------
<S>                             <C>                       <C>                    <C>
$
$
</TABLE>


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

                                        ANHEUSER-BUSCH COMPANIES, INC.


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



<FN>
---------
(9)  Principal amount accepted for each Interest Period may not exceed
     principal amount requested. Acceptances must be in the amount of
     $10,000,000 or a larger multiple of $1,000,000.

(10) As specified in the related Money Market Quote.

(11) Margin above or below (as specified) the applicable LIBO Rate,
     expressed as a percentage to be added to or subtracted from such base
     rate.

(12) Rate of interest per annum, as specified in the related Money Market
     Quote.


                      Notice of Money Market Borrowing
                      --------------------------------

<PAGE>
<PAGE>

                                                                   EXHIBIT F

             Opinion of Associate General Counsel of the Company

                                                                314/577-3298
                                                            FAX 314/577-0776
                                            thomas.larson@anheuser-busch.com

                               August 4, 2003

TO THE BANKS AND THE ADMINISTRATIVE AGENT

Referred to below
c/o JPMorgan Chase Bank
270 Park Avenue
New York, New York 10017

         Re:      Credit Agreement dated as of August 4, 2003 among
                  Anheuser-Busch Companies, Inc., the Banks listed therein
                  and JPMorgan Chase Bank, as Administrative Agent ("Credit
                  Agreement")

Ladies and Gentlemen:

                  I am an Associate General Counsel of Anheuser-Busch
Companies, Inc., a Delaware corporation ("ABC"), and have represented ABC in
connection with its execution and delivery of the Credit Agreement. Unless
otherwise indicated, terms used herein shall have the meanings assigned to
them in the Credit Agreement. This opinion letter is limited to the laws of
the State of New York, the corporate law of the State of Delaware and the
federal law of the United States.

                  I have examined such documents, records and matters of law
and have made such inquiries as I have deemed necessary for purposes of this
opinion letter, and based thereupon I am of the opinion that:

                  (1) ABC is a corporation duly incorporated, validly
         existing and in good standing under the laws of the State of
         Delaware with the requisite corporate power and authority to
         conduct its businesses as now being conducted and to execute,
         deliver and perform its obligations under the Credit Agreement.

                  (2) ABC has duly authorized, executed and delivered the
         Credit Agreement, and the Credit Agreement constitutes a valid and
         binding obligation of ABC, enforceable against ABC in accordance
         with its terms, except as such enforceability may be limited by
         bankruptcy and other similar laws affecting creditors' rights
         generally as in effect from time to time and general principles of
         equity (whether considered in a proceeding in equity or at law).


             Opinion of Associate General Counsel of the Company
             ---------------------------------------------------

<PAGE>
<PAGE>

Page 2

                  (3) The execution and delivery by ABC, and the performance
         of its obligations under, the Credit Agreement do not conflict with
         its charter, bylaws, or any applicable law (including without
         limitation the provisions of Regulation U or X of the Board of
         Governors of the Federal Reserve System) or any judgment, order,
         decree or injunction known to me of any governmental body and will
         not constitute a default or create any Lien on any asset of the
         Company or its Subsidiaries under any indenture, mortgage or other
         agreement or instrument known to me to which ABC or any of its
         property is bound.

                  (4) ABC is not required to obtain any consent or approval
         from, or make any filing with, any governmental agency in
         connection with its execution and delivery of, or the performance
         of its obligations under, the Credit Agreement.

                  (5) There is no litigation, governmental proceeding,
         action, suit or arbitration pending or, to my knowledge, threatened
         against ABC or any of its Subsidiaries that would reasonably be
         expected to have a material adverse effect on the validity or
         enforceability of the Credit Agreement, the ability of ABC to
         perform its obligations thereunder or upon the consolidated
         financial position of ABC.

                  (6) ABC is not an "investment company" or a company
         "controlled" by an "investment company" as such terms are defined
         in the Investment Company Act of 1940, as amended.

                  This opinion letter is furnished by me, as counsel for
ABC, in connection with the execution and delivery of the Credit Agreement,
upon the understanding that I am not otherwise assuming any professional
responsibility.

                                   Very truly yours,



                                   Thomas Larson
                                   Associate General Counsel


             Opinion of Associate General Counsel of the Company
             ---------------------------------------------------


<PAGE>
<PAGE>

                                                                   EXHIBIT G

        [Opinion of Special New York Counsel to JPMorgan Chase Bank]

                                                              August 4, 2003

To the Banks that are parties to the

Credit Agreement referred to below and
JPMorgan Chase Bank, as Administrative
Agent for such Banks (the "Administrative
Agent")

Ladies and Gentlemen:

                  We have acted as special New York counsel to JPMorgan
Chase Bank ("JPMorgan Chase") in connection with the Credit Agreement dated
as of August 4, 2003 (the "Credit Agreement") among Anheuser-Busch
Companies, Inc. (the "Company"), the financial institutions referred to as
"Banks" in the Credit Agreement (the "Banks") and JPMorgan Chase Bank, as
Administrative Agent. Terms defined in the Credit Agreement have the same
respective defined meanings when used herein.

                  In rendering the opinions expressed below, we have
examined an executed counterpart of the Credit Agreement. In our
examination, we have assumed the genuineness of all signatures, the
authenticity of the Credit Agreement and the conformity with the authentic
Credit Agreement of any copies thereof. When relevant facts were not
independently established, we have relied upon representations made in or
pursuant to the Credit Agreement. We have also assumed that the Credit
Agreement has been duly authorized, executed and delivered by, and (except
to the extent set forth below, as to the Company) constitutes a legal,
valid, binding and enforceable obligation of, all of the parties thereto,
that all signatories thereto have been duly authorized and that all such
parties are duly organized and validly existing and have the power and
authority (corporate or other) to execute, deliver and perform the same.

                  Based upon and subject to the foregoing and subject also
to the comments and qualifications set forth below, and having considered
such questions of law as we have deemed necessary as a basis for the
opinions expressed below, we are of the opinion that the Credit Agreement
constitutes a legal, valid and binding obligation of the Company,
enforceable against it in accordance with its terms, except as may be
limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or other similar laws relating to or affecting the
rights of creditors generally, and except as the enforceability of the
Credit Agreement is subject to the application of general principles of
equity (regardless of whether considered in a proceeding in equity or at
law), including without limitation (i) the possible unavailability of
specific performance, injunctive relief or any other equitable remedy and
(ii) concepts of materiality, reasonableness, good faith and fair dealing.


         Opinion of Special New York Counsel to JPMorgan Chase Bank
         ----------------------------------------------------------

<PAGE>
<PAGE>

Page 2

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

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

                  (B) The enforceability of Section 10.03(b) of the Credit
         Agreement may be limited by laws limiting the enforceability of
         provisions exculpating or exempting a party from, or requiring
         indemnification of a party for, liability for its own action or
         inaction, to the extent the action or inaction involves gross
         negligence, recklessness, willful misconduct or unlawful conduct.

                  (C) Section 9.02 of the Credit Agreement may not be
         enforceable to the extent that the obligations of any Eligible
         Subsidiary under the Credit Agreement are materially modified.

                  (D) We express no opinion as to (i) the effect of the laws
         of any jurisdiction in which any Bank is located (other than New
         York) that limits the interest, fees or other charges it may impose
         for the loan or use of money or other credit, (ii) the last
         sentence of Section 10.04 of the Credit Agreement, (iii) the second
         sentence of Section 10.08 of the Credit Agreement insofar as such
         sentence relates to the subject-matter jurisdiction of the United
         States District Court for the Southern District of New York to
         adjudicate any controversy related to the Credit Agreement, and
         (iv) the waiver of inconvenient forum set forth in the last
         sentence of Section 10.08 of the Credit Agreement with respect to
         proceedings in any Federal Court.

                  (E) We point out with reference to obligations stated to
         be payable in a currency other than U.S. Dollars that (i) a New
         York statute provides that a judgment rendered by a court of the
         State of New York in respect of an obligation denominated in any
         such other currency would be rendered in such other currency and
         would be converted into U.S. Dollars at the rate of exchange
         prevailing on the date of entry of such judgment and (ii) a
         judgment rendered by a Federal court sitting in the State of New
         York in respect of an obligation denominated in any such other
         currency may be expressed in U.S. Dollars, but we express no
         opinion as to the rate of exchange such Federal court would apply.

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


         Opinion of Special New York Counsel to JPMorgan Chase Bank
         ----------------------------------------------------------

<PAGE>
<PAGE>

Page 3


                  This opinion letter is provided to you by us as special
New York counsel to JPMorgan Chase Bank pursuant to Section 3.02(b) of the
Credit Agreement and may not be relied upon by any other person or for any
purpose other than in connection with the transactions contemplated by the
Credit Agreement without our prior written consent in each instance.

                                   Very truly yours,

MJB/WJM





         Opinion of Special New York Counsel to JPMorgan Chase Bank
         ----------------------------------------------------------

<PAGE>
<PAGE>

                                                                   EXHIBIT H

                     [Form of Assignment and Acceptance]

                          ASSIGNMENT AND ACCEPTANCE

                  Reference is made to the Credit Agreement dated as of
August 4, 2003 (as amended from time to time, the "Credit Agreement"), among
                                                   ----------------
Anheuser-Busch Companies, Inc., the Banks named therein and JPMorgan Chase
Bank, as Administrative Agent for said Banks. Terms defined in the Credit
Agreement are used herein with the same meanings.

                  The Assignor named below hereby sells and assigns, without
recourse, to the Assignee named below, and the Assignee hereby purchases and
assumes, without recourse, from the Assignor, effective as of the Assignment
Date set forth below, the interests set forth below (the "Assigned
                                                          --------
Interest") in the Assignor's rights and obligations under the Credit
--------
Agreement, including the interests set forth below in the Commitment of the
Assignor on the Assignment Date and the Loans owing to the Assignor which
are outstanding on the Assignment Date, together with unpaid interest
accrued on the assigned Loans to the Assignment Date, the participations in
Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor
on the Assignment Date, and the amount, if any, set forth below of the fees
accrued to the Assignment Date for account of the Assignor. The Assignee
hereby acknowledges receipt of a copy of the Credit Agreement. From and
after the Assignment Date (i) the Assignee shall be a party to and be bound
by the provisions of the Credit Agreement and, to the extent of the
interests assigned by this Assignment and Acceptance, have the rights and
obligations of a Bank thereunder and (ii) the Assignor shall, to the extent
of the interests assigned by this Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Credit Agreement.

                  This Assignment and Acceptance is being delivered to the
Administrative Agent together with, if the Assignee is not already a Bank
under the Credit Agreement, an Administrative Questionnaire in the form
supplied by the Administrative Agent, duly completed by the Assignee. The
[Assignee/Assignor] shall pay the fee payable to the Administrative Agent
pursuant to Section 10.06(c) of the Credit Agreement.

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



                      Form of Assignment and Acceptance
                      ---------------------------------

<PAGE>
<PAGE>

                                    -2-

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of Assignment:

("Assignment Date"):
  ---------------

                                             Principal Amount
                                             Assigned (and identifying
                                             information as to individual
                                             Negotiated Rate Loans and Money
                                             Market Loans)
                                             ------------
Commitment Assigned:

                                             $

Syndicated Loans:

Negotiated Rate Loans:

Money Market Loans:

Fees Assigned (if any):





                      Form of Assignment and Acceptance
                      ---------------------------------

<PAGE>
<PAGE>

                                    -3-


The terms set forth above and below are hereby agreed to:

                                   [NAME OF ASSIGNOR]      , as Assignor
                                   ------------------------



                                   By:_________________________
                                      Name:
                                      Title:



                                   [NAME OF ASSIGNEE]      , as Assignee
                                   ------------------------



                                   By:_________________________
                                      Name:
                                      Title:



The undersigned hereby consent to the within assignment:(13)

ANHEUSER-BUSCH COMPANIES, INC.



By:_________________________
   Name:
   Title:



JPMORGAN CHASE BANK,
  as Administrative Agent



By:_________________________
   Name:
   Title:




<FN>
---------

(13)  Consents to be included to the extent required by Section 10.06(c) of
      the Credit Agreement.


                      Form of Assignment and Acceptance
                      ---------------------------------

<PAGE>
<PAGE>

                                    -4-


[NAME OF ISSUING BANK],
  as Issuing Bank



By:_________________________
   Name:
   Title:

[NAME OF SWINGLINE BANK],
  as Swingline Bank



By:__________________________
   Name:
   Title:




                      Form of Assignment and Acceptance
                      ---------------------------------

<PAGE>
<PAGE>

                                                                   EXHIBIT I

                       FORM OF ELECTION TO PARTICIPATE
                       -------------------------------

                                                                      [Date]

JPMORGAN CHASE BANK,
     as Administrative Agent
     for the Banks named in the Credit Agreement
     dated as of August 4, 2003 (as amended from
     time to time, the "Credit Agreement") among
                        ----------------
     Anheuser-Busch Companies, Inc., such Banks
     and such Administrative Agent

Dear Sirs:

                  Reference is made to the Credit Agreement described above.
Terms not defined herein which are defined in the Credit Agreement have for
the purposes hereof the meanings provided therein.

                  The undersigned, [name of Eligible Subsidiary], a
[jurisdiction of incorporation] corporation, elects to be an Eligible
Subsidiary for purposes of the Credit Agreement, effective from the date
hereof until an Election to Terminate shall have been delivered on behalf of
the undersigned in accordance with the Credit Agreement. The undersigned
confirms that the representations and warranties set forth in Section 4.02
of the Credit Agreement are true and correct as to the undersigned as of the
date hereof, and the undersigned agrees to perform all the obligations of an
Eligible Subsidiary under, and to be bound in all respects by the terms of,
the Credit Agreement, as if the undersigned were a signatory party thereto.
The undersigned further acknowledges and agrees that the Company will act as
exclusive agent of and attorney-in-fact for the undersigned for all purposes
of the Credit Agreement, and in such capacity as agent the Company will have
the exclusive authority to provide notices under the Credit Agreement with
respect to any loans to be made to the undersigned. The undersigned shall be
bound by all agreements and actions entered into or taken by the Company
under or pursuant to the Credit Agreement. The appointment by the
undersigned of the Company to act as its agent and attorney-in-fact is
irrevocable, and the undersigned agrees to assume all risk of keeping itself
informed of the actions of the Company under the Credit Agreement, with the
understanding that the Administrative Agent and the Banks will be relying on
the foregoing in advancing Loans under the Credit Agreement.



                       Form of Election to Participate
                       -------------------------------

<PAGE>
<PAGE>

                                    -2-


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

                                   Very truly yours,

                                   [NAME OF ELIGIBLE SUBSIDIARY]


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


                  The undersigned confirms that [name of Eligible
Subsidiary] is an Eligible Subsidiary for purposes of the Credit Agreement
described above.

                                   ANHEUSER-BUSCH COMPANIES, INC.


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


                  Receipt of the above Election to Participate is
acknowledged on and as of the date set forth above.

                                   JPMORGAN CHASE BANK,
                                    as Administrative Agent


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





                       Form of Election to Participate
                       -------------------------------

<PAGE>
<PAGE>

                                                                   EXHIBIT J

                        FORM OF ELECTION TO TERMINATE
                        -----------------------------

                                                                      [Date]

JPMORGAN CHASE BANK,
      as Administrative Agent
      for the Banks named in the Credit Agreement
      dated as of August 4, 2003 (as amended from
      time to time, the "Credit Agreement") among
                         ----------------
      Anheuser-Busch Companies, Inc., such Banks
      and such Administrative Agent

Dear Sirs:

                  Reference is made to the Credit Agreement described above.
Terms not defined herein which are defined in the Credit Agreement have for
the purposes hereof the meanings provided therein.

                  The undersigned, Anheuser-Busch Companies, Inc., a
Delaware corporation, elects to terminate the status of [name of Eligible
Subsidiary], a [jurisdiction of incorporation] corporation (the "Designated
                                                                 ----------
Subsidiary"), as an Eligible Subsidiary for purposes of the Credit
----------
Agreement, effective as of the date hereof. The undersigned represents and
warrants that all principal and interest on the Loans to the Designated
Subsidiary and all other amounts payable by such Designated Subsidiary
pursuant to the Credit Agreement have been paid in full on or prior to the
date hereof. Notwithstanding the foregoing, this Election to Terminate shall
not affect any obligation of the Designated Subsidiary under the Credit
Agreement heretofore incurred.

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

                                   Very truly yours,

                                   ANHEUSER-BUSCH COMPANIES, INC.



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

                        Form of Election to Terminate
                        -----------------------------

<PAGE>
<PAGE>

                                     2


                  Receipt of the above Election to Terminate is hereby
acknowledged on and as of the date set forth above.

                                   JPMORGAN CHASE BANK,
                                    as Administrative Agent

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



                        Form of Election to Terminate
                        -----------------------------

<PAGE>
<PAGE>

                                                                  SCHEDULE I

                                 COMMITMENTS
                                 -----------

     BANK                                                    COMMITMENT
     ----                                                    ----------
     JPMorgan Chase Bank                                   $250,000,000
     Bank One, NA                                           250,000,000
     Bank of America, N.A.                                  175,000,000
     Citibank, N.A.                                         175,000,000
     USB AG                                                 175,000,000
     Merrill Lynch Bank USA                                 175,000,000
     Morgan Stanley Bank                                    175,000,000
     Sun Trust Bank                                         175,000,000
     Mellon Bank, N.A.                                       75,000,000
     State Street Bank and Trust Company                     75,000,000
     Barclays Bank PLC                                       50,000,000
     BNP Paribas                                             50,000,000
     Mizuho Corporate Bank, LTD                              50,000,000
     Sumitomo Mitsui Banking Corporation                     50,000,000
     U.S. Bank National Association                          50,000,000
     Wells Fargo Bank, N.A.                                  50,000,000
     TOTAL                                                2,000,000,000



                                 Commitments
                                 -----------

<PAGE>
<PAGE>

                                                            SCHEDULE 4.01(k)

                          UNRESTRICTED SUBSIDIARIES

Anheuser-Busch Asia, Inc.

Anheuser-Busch Australia Limited

Anheuser-Busch Brasil Holdings, Ltd.

Anheuser-Busch Canada, Inc.

Anheuser-Busch Distributors of New York, Inc.

Anheuser-Busch Entertainment Limited

Anheuser-Busch Europe, Inc.

Anheuser-Busch Europe Limited

Anheuser-Busch Florida Investment Capital Corporation

Anheuser-Busch Import Investment, Inc.

Anheuser-Busch Impact Investments, Inc.

Anheuser-Busch International Holdings, Inc.

Anheuser-Busch International Holdings, Inc. Chile I Limitada

Anheuser-Busch International Holdings, Inc. Chile II Limitada

Anheuser-Busch International, Inc.

Anheuser-Busch Investments, S.L.

Anheuser-Busch Latin American Development Corporation

Anheuser-Busch Mexico, Inc.

Anheuser-Busch Oversea Holdings, L.L.C.

Anheuser-Busch Packaging Group, Inc.

Anheuser-Busch River North Investment Capital Corporation

Anheuser-Busch Sales of Hawaii, Inc.

Anheuser-Busch Sales of South Bay, Inc.

Anheuser-Busch San Diego Wholesaler Development Corp.


                          Unrestricted Subsidiaries
                          -------------------------

<PAGE>
<PAGE>

                                     2


Anheuser-Busch Spanish Holdings, Inc.

Anheuser-Busch Wholesaler Development Corporation

Anheuser-Busch Wholesaler Development Corporation III

Anheuser-Busch Wholesaler Development Corporation IV

Anheuser-Busch Wisconsin Investment Capital Corporation

Anheuser-Busch World Trade, Ltd.

August A. Busch & Co. of Massachusetts, Inc.

Baci Holdings, Inc.

Baci of Delaware, Inc.

Baci, Inc.

Bannon Corporation

BARI-Canada, Inc.

Bevo Music, Inc.

Boardwalk and Baseball, Inc.

Bow Tie Music, Inc.

Budweiser Brazil Ltda.

Budweiser Philippines, Inc.

Budweiser Wuhan International Brewing Company Limited

Busch Agricultural Resources International, Inc.

Busch Entertainment Corporation

Busch International Sales Corp.

Busch Investment Corporation

Busch Mechanical Services, Inc.

Busch Media Group, Inc.

Busch Properties of Florida, Inc.

Busch Properties, Inc.


                          Unrestricted Subsidiaries
                          -------------------------

<PAGE>
<PAGE>

                                     3


Civic Center Corporation

Coleridge Corporation

Consolidated Farms, Inc.

Eagle Snacks, Inc.

Fairfield Transport, Inc.

Garrard Holding Co.

Garrard Leasing Company

Glass Container Corporation

HSH of Orlando, Inc.

ILH Company

Innoven IV Corporation

Kingsmill Realty, Inc.

Langhorne Food Services Inc.

Litchfield Development Corporation

Manufacturers Cartage Company

Manufacturers Railway Company

MRS Redevelopment Corporation

MRS Transport Company

Nutri Turf, Inc.

PBP, Inc.

Pestalozzi Street Insurance Company, Ltd.

Promociones y Desarollos Mexico de Mexicali

PSB, Inc.

Puget Sound Beverages, Inc.

SeaWorld of Florida, Inc.

SeaWorld of Texas, Inc.


                          Unrestricted Subsidiaries
                          -------------------------

<PAGE>
<PAGE>

                                     4


SeaWorld, Inc.

SFKBPP, Inc.

Somerset Distributors, LLC

Stag Brewing Company Limited

St. Louis Refrigerator Car Company

Tune Out Music, Inc.

Wholesaler Equity Development Corporation

Williamsburg Transport, Inc.




                          Unrestricted Subsidiaries
                          -------------------------

<PAGE>
<PAGE>


                                                            SCHEDULE 5.01(b)


                               Permitted Liens
                               ---------------

                                    NONE







                               Permitted Liens
                               ---------------