EXHIBIT 10.1

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                                     364-DAY


                                CREDIT AGREEMENT


                                   dated as of


                                November 27, 2007

                                      among


                             THE VALSPAR CORPORATION

                            The Lenders Party Hereto


                                       and


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

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

                               BARCLAYS BANK PLC,
                              as Syndication Agent

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

                             BANK OF AMERICA, N.A.,
                             WACHOVIA BANK, N.A. and
                      WELLS FARGO BANK NATIONAL ASSOCIATION
                           as Co-Documentation Agents

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


                J.P. MORGAN SECURITIES INC. and BARCLAYS CAPITAL
                   as Co-Lead Arrangers and Joint Bookrunners


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                                TABLE OF CONTENTS


                                    ARTICLE I

                                   Definitions

SECTION 1.01.  Defined Terms...................................................1
SECTION 1.02.  Classification of Loans and Borrowings.........................16
SECTION 1.03.  Terms Generally................................................16
SECTION 1.04.  Accounting Terms; GAAP.........................................17

                                   ARTICLE II

                                   The Credits

SECTION 2.01.  Commitments....................................................17
SECTION 2.02.  Loans and Borrowings...........................................17
SECTION 2.03.  Requests for Borrowings........................................18
SECTION 2.04.  Funding of Borrowings..........................................18
SECTION 2.05.  Interest Elections.............................................19
SECTION 2.06.  Termination and Reduction of Commitments.......................20
SECTION 2.07.  Repayment of Loans; Evidence of Debt...........................21
SECTION 2.08.  Prepayment of Loans............................................22
SECTION 2.09.  Fees...........................................................22
SECTION 2.10.  Interest.......................................................23
SECTION 2.11.  Alternate Rate of Interest.....................................24
SECTION 2.12.  Increased Costs................................................24
SECTION 2.13.  Break Funding Payments.........................................25
SECTION 2.14.  Taxes..........................................................26
SECTION 2.15.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs....27
SECTION 2.16.  Mitigation Obligations; Replacement of Lenders.................28
SECTION 2.17.  Term-Out Option................................................29

                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01.  Corporate Existence and Power..................................30
SECTION 3.02.  Corporate and Governmental Authorization; No Contravention.....30
SECTION 3.03.  Binding Effect.................................................30
SECTION 3.04.  Financial Information..........................................30
SECTION 3.05.  No Litigation..................................................30
SECTION 3.06.  Compliance with ERISA..........................................31
SECTION 3.07.  Compliance with Laws; Payment of Taxes.........................31
SECTION 3.08.  Subsidiaries...................................................31
SECTION 3.09.  Investment Company Act.........................................32


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                                                                               2


SECTION 3.10.  Ownership of Property; Liens...................................32
SECTION 3.11.  No Default.....................................................32
SECTION 3.12.  Full Disclosure................................................32
SECTION 3.13.  Environmental Matters..........................................32
SECTION 3.14.  Capital Stock..................................................33
SECTION 3.15.  Margin Stock...................................................33
SECTION 3.16.  Insolvency.....................................................33

                                   ARTICLE IV

                                   Conditions

SECTION 4.01.  Effective Date.................................................33
SECTION 4.02.  Each Credit Event..............................................35

                                    ARTICLE V

                                    Covenants

SECTION 5.01.  Information....................................................35
SECTION 5.02.  Inspection of Property, Books and Records......................37
SECTION 5.03.  Ratio of Consolidated Debt to Consolidated EBITDA..............37
SECTION 5.04.  Minimum Shareholders' Equity...................................37
SECTION 5.05.  Restricted Payments............................................37
SECTION 5.06.  Loans or Advances..............................................37
SECTION 5.07.  Acquisitions...................................................38
SECTION 5.08.  Negative Pledge................................................38
SECTION 5.09.  Maintenance of Existence.......................................39
SECTION 5.10.  Dissolution....................................................39
SECTION 5.11.  Consolidations, Mergers and Sales of Assets....................39
SECTION 5.12.  Use of Proceeds................................................40
SECTION 5.13.  Compliance with Laws; Payment of Taxes.........................40
SECTION 5.14.  Insurance......................................................40
SECTION 5.15.  Change in Fiscal Year..........................................40
SECTION 5.16.  Maintenance of Property........................................41
SECTION 5.17.  Environmental Notices..........................................41
SECTION 5.18.  Environmental Matters..........................................41
SECTION 5.19.  Environmental Release..........................................41
SECTION 5.20.  Transactions with Affiliates...................................41
SECTION 5.21.  Limitation on Subsidiary Debt..................................41
SECTION 5.22.  Subsidiary Guarantors..........................................41

                                   ARTICLE VI

                                Events of Default

SECTION 6.01.  Events of Default..............................................42

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SECTION 6.02.  Notice of Default..............................................45

                                   ARTICLE VII

                            The Administrative Agent


                                  ARTICLE VIII

                                  Miscellaneous

SECTION 8.01.  Notices........................................................47
SECTION 8.02.  Waivers; Amendments............................................48
SECTION 8.03.  Expenses; Indemnity; Damage Waiver.............................49
SECTION 8.04.  Successors and Assigns.........................................50
SECTION 8.05.  Survival.......................................................53
SECTION 8.06.  Counterparts; Integration; Effectiveness.......................53
SECTION 8.07.  Severability...................................................53
SECTION 8.08.  Right of Setoff................................................53
SECTION 8.09.  Governing Law; Jurisdiction; Consent to Service of Process.....54
SECTION 8.10.  WAIVER OF JURY TRIAL...........................................54
SECTION 8.11.  Headings.......................................................55
SECTION 8.12.  Confidentiality................................................55
SECTION 8.13.  Conversion of Currencies.......................................55
SECTION 8.14.  Interest Rate Limitation.......................................56
SECTION 8.15.  Release of Subsidiary Guarantors...............................56
SECTION 8.16.  USA Patriot Act................................................57
SECTION 8.17.  No Fiduciary Relationship......................................57

SCHEDULES:
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Schedule 1.01  --  Domestic Material Subsidiaries

Schedule 2.01  --  Commitments

Schedule 3.08  --  Subsidiaries

Schedule 3.13  --  Environmental Matters

EXHIBITS:
---------

Exhibit A      --  Form of Assignment and Assumption

Exhibit B      --  Form of Opinion of Lindquist & Vennum, PLLP

Exhibit C      --  Form of Compliance Certificate

Exhibit D      --  Form of Guarantee Agreement

Exhibit E      --  Form of Indemnity, Subrogation and Contribution Agreement


<PAGE>


               364-DAY CREDIT AGREEMENT dated as of November 27, 2007, among THE
          VALSPAR CORPORATION, a Delaware corporation (the "Borrower"); the
          LENDERS from time to time party hereto; JPMORGAN CHASE BANK, N.A., as
          Administrative Agent; BARCLAYS BANK PLC, as Syndication Agent; and
          BANK OF AMERICA, N.A., WACHOVIA BANK, N.A. and WELLS FARGO BANK
          NATIONAL ASSOCIATION, as Co-Documentation Agents.

     The Borrower has requested the Lenders to extend Commitments under which
the Borrower may obtain Loans in an aggregate principal amount at any time
outstanding not greater than $150,000,000. The proceeds of the Borrowings
hereunder will be used for working capital and general corporate purposes,
including the financing of future acquisitions.

     The Lenders are willing to establish the credit facilities referred to in
the preceding paragraph upon the terms and subject to the conditions set forth
herein. Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions
                                   -----------

     SECTION 1.01. Defined Terms. As used in this Agreement, the following terms
have the meanings specified below:

     "ABR", when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are bearing interest at a
rate determined by reference to the Alternate Base Rate.

     "Acquisition" means any transaction pursuant to which the Borrower or any
of the Subsidiaries directly or indirectly, in its own name or by or through a
nominee or an agent (a) acquires equity Securities (or warrants, options or
other rights to acquire such Securities) of any Person other than the Borrower
or a Person which is, prior to such acquisition, a Subsidiary of the Borrower,
pursuant to a solicitation of tenders therefor, or in one or more negotiated
block, market or other transactions not involving a tender offer, or a
combination of any of the foregoing, or (b) makes any Person a Subsidiary of the
Borrower, or causes any Person other than a Subsidiary to be merged into the
Borrower or any of its Subsidiaries, in any case pursuant to a merger, purchase
of assets or any reorganization providing for the delivery or issuance to the
holders of such Person's then outstanding Securities, in exchange for such
Securities, of cash or Securities of the Borrower or any of its Subsidiaries, or
a combination thereof, or (c) purchases all or substantially all of the business
or assets of any Person or line of business or business unit (or substantially
all of the assets comprising a line of business or business unit) of any Person.

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                                                                               2


     "Adjusted LIBO Rate" means, with respect to any LIBOR Borrowing for any
Interest Period, an interest rate per annum (rounded upwards, if necessary, to
the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate.

     "Administrative Agent" means JPMCB, in its capacity as administrative agent
for the Lenders hereunder.

     "Administrative Questionnaire" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

     "Affiliate" of any Person means (i) any other Person which directly, or
indirectly through one or more intermediaries, controls such Person, (ii) any
other Person which directly, or indirectly through one or more intermediaries,
is controlled by or is under common control with such Person, or (iii) any other
Person of which such Person owns, directly or indirectly, 20% or more of the
common stock or equivalent equity interests. As used herein, the term "control"
means possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.

     "Agreement" means this 364-Day Credit Agreement, as amended, supplemented
or otherwise modified from time to time.

     "Agreement Currency" has the meaning assigned to such term in Section
8.13(b).

     "Alternate Base Rate" means, for any day, a rate per annum equal to the
greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate
Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.

     "Applicable Creditor" has the meaning assigned to such term in Section
8.13(b).

     "Applicable Percentage" means at any time, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment at
such time, or if the Commitments have terminated or expired, the percentage of
the total Revolving Exposures represented by such Lender's Revolving Exposure at
such time; provided that if at the time of determination there are no Revolving
Exposures, the "Applicable Percentage" shall be the percentage of the total
Commitments most recently in effect represented by such Lender's Commitment most
recently in effect.

     "Applicable Rate" means, for any day, with respect to any LIBOR Loan, or
with respect to the facility fees payable hereunder, as the case may be, the
applicable rate per annum set forth below under the caption "LIBOR Spread" or
"Facility Fee Rate", as the case may be, based upon the ratings by Moody's and
S&P, respectively, applicable

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on such date to the Index Debt (or, if the Borrower does not have Index Debt,
then based upon the Borrower's corporate credit ratings by Moody's and S&P):

==========================================================================
 Index Debt Ratings:             LIBOR Spread          Facility Fee Rate
--------------------------------------------------------------------------
      Category 1                     .230%                   .070%
   A-/A3 or higher
--------------------------------------------------------------------------
      Category 2                     .320%                   .080%
      BBB+/Baa1
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      Category 3                     .400%                   .100%
       BBB/Baa2
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      Category 4                     .625%                   .125%
      BBB-/Baa3
--------------------------------------------------------------------------
      Category 5                     .825%                   .175%
 lower than BBB-/Baa3
==========================================================================


     For purposes of the foregoing, (i) if either Moody's or S&P shall not have
in effect a rating for the Index Debt or a corporate credit rating for the
Borrower (other than by reason of the circumstances referred to in the third
sentence of this paragraph), then such rating agency shall be deemed to have
established a rating in Category 5; (ii) if the ratings established or deemed to
have been established by Moody's and S&P for the Index Debt or the Borrower's
corporate credit ratings shall fall within different Categories, the Applicable
Rate shall be based on the higher of the two ratings unless (A) the ratings are
not in two adjacent Categories, in which case the Applicable Rate shall be
determined by reference to the Category one level above the Category
corresponding to the lower of the two ratings, or (B) one of the ratings is in
Category 5, in which case the Applicable Rate shall be determined by reference
to Category 5; and (iii) if the ratings established or deemed to have been
established by Moody's and S&P for the Index Debt or the Borrower's corporate
credit ratings 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 as of the date
on which it is first announced by the applicable rating agency. Each change in
the Applicable Rate shall apply during the period commencing on the effective
date of such change and ending on the date immediately preceding the effective
date of the next such change. If the rating system of Moody's or S&P shall
change, or if either such rating agency shall cease to be in the business of
rating corporate debt obligations, the Borrower and the Lenders shall negotiate
in good faith to amend this definition to reflect such changed rating system or
the unavailability of ratings from such rating agency and, pending the
effectiveness of any such amendment, the Applicable Rate shall be determined
using the rating of such rating agency most recently in effect prior to such
change or cessation.

<PAGE>
                                                                               4


     "Assignment and Assumption" means an assignment and assumption entered into
by a Lender and an assignee (with the consent of any party whose consent is
required by Section 8.04), and accepted by the Administrative Agent, in the form
of Exhibit A or any other form approved by the Administrative Agent and
reasonably acceptable to the Borrower.

     "Availability Period" means the period from and including the Effective
Date to but excluding the earlier of the Termination Date and the date of
termination of the Commitments.

     "Board" means the Board of Governors of the Federal Reserve System of the
United States of America.

     "Borrower" means The Valspar Corporation, a Delaware corporation.

     "Borrowing" means a group of Loans of a single Type, made, converted or
continued on the same date and, in the case of LIBOR Loans, as to which a single
Interest Period is in effect.

     "Borrowing Request" means a request by the Borrower for a Borrowing in
accordance with Section 2.03.

     "Business Day" means any day that is not a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
remain closed; provided, that when used in connection with a LIBOR Loan, the
term "Business Day" shall also exclude any day on which banks in London are not
open for dealings in deposits in US Dollars in the London interbank market.

     "Capital Stock" means any capital stock (other than Redeemable Preferred
Stock) of the Borrower or any Consolidated Subsidiary (to the extent issued to a
Person other than the Borrower), whether common or preferred.

     "CERCLA" means the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. ss.ss. 9601 et seq. and its implementing regulations
and amendments.

     "CERCLIS" means the Comprehensive Environmental Response, Compensation and
Liability Information System established pursuant to CERCLA.

     "Change in Law" means (a) the adoption of any law, rule or regulation after
the date of this Agreement, (b) any change in any law, rule or regulation or in
the interpretation or application thereof by any Governmental Authority after
the date of this Agreement or (c) compliance by any Lender (or, for purposes of
Section 2.12(b), by any lending office of such Lender or by such Lender's
holding company, if any) with any request, guideline or directive (whether or
not having the force of law) of any Governmental Authority made or issued after
the date of this Agreement.

     "Charges" has the meaning assigned to such term in Section 8.14.

<PAGE>
                                                                               5


     "Code" means the Internal Revenue Code of 1986, as amended, or any
successor Federal tax code. Any reference to any provision of the Code shall
also be deemed to be a reference to any successor provision or provisions
thereof.

     "Commitment" means, with respect to each Lender, the commitment of such
Lender set forth on Schedule 2.01 (or in the Assignment and Assumption pursuant
to which such Lender shall have assumed its Commitment) to make Loans pursuant
to Section 2.01(a), as such commitment may be (a) reduced from time to time
pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 8.04. The aggregate
amount of the Commitments on the date hereof is $150,000,000.

     "Consolidated Debt" means at any date the Debt of the Borrower and its
Consolidated Subsidiaries, determined on a consolidated basis as of such date.

     "Consolidated EBITDA" for any period means the sum of (i) Consolidated Net
Income for such period, (ii) Consolidated Interest Expense for such period,
(iii) taxes on income of the Borrower and its Consolidated Subsidiaries for such
period to the extent deducted in determining Consolidated Net Income for such
period, (iv) Depreciation for such period and (v) amortization of intangible
assets of the Borrower and its Consolidated Subsidiaries for such period. In
determining Consolidated EBITDA for any period, any Consolidated Subsidiary
acquired during such period by the Borrower or any other Consolidated Subsidiary
shall be included on a pro forma, historical basis as if it had been a
Consolidated Subsidiary during such entire period.

     "Consolidated Interest Expense" for any period means interest, whether
expensed or capitalized, in respect of Debt of the Borrower or any of its
Consolidated Subsidiaries outstanding during such period.

     "Consolidated Net Income" means, for any period, Reported Net Income,
excluding (i) extraordinary items and (ii) any equity interests of the Borrower
or any Subsidiary in the unremitted earnings of any Person that is not a
Subsidiary.

     "Consolidated Operating Profits" means, for any period, the Operating
Profits of the Borrower and its Consolidated Subsidiaries, determined on a
consolidated basis in accordance with GAAP.

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

     "Consolidated Total Assets" means, at any time, the Total Assets of the
Borrower and its Consolidated Subsidiaries, determined on a consolidated basis
in accordance with GAAP.

     "Controlled Group" means all members of a controlled group of corporations
and all trades or businesses (whether or not incorporated) under common

<PAGE>
                                                                               6


control which, together with the Borrower, are treated as a single employer
under Section 414 of the Code.

     "Debt" of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, but only if such obligations are, in accordance with GAAP, recorded on
such Person's financial books as long-term debt, (iv) all obligations of such
Person as lessee under capital leases, (v) all obligations of such Person to
reimburse any bank or other Person in respect of amounts payable under a
banker's acceptance, (vi) all Redeemable Preferred Stock of such Person (in the
event such Person is a corporation), (vii) all obligations (absolute or
contingent) of such Person to reimburse any bank or other Person in respect of
amounts paid under a letter of credit or similar instrument, (viii) all Debt of
others secured by a Lien on any asset of such Person, whether or not such Debt
is assumed by such Person, (ix) all Debt of others Guaranteed by such Person,
and (x) the net obligation of such Person with respect to interest rate
protection agreements, foreign currency exchange agreements or other hedging
agreements (and for purposes of this Agreement, the net amount which such Person
is obligated to pay under any such agreement upon termination of such agreement
shall be deemed to constitute the principal amount of such net obligation).

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

     "Depreciation" means for any period the sum of all depreciation expenses of
the Borrower and its Consolidated Subsidiaries for such period, as determined in
accordance with GAAP.

     "Domestic Material Subsidiary" means any Material Subsidiary that is a
Domestic Subsidiary.

     "Domestic Subsidiary" means a Subsidiary incorporated or organized under
the laws of the United States of America, any State or territory thereof or the
District of Columbia.

     "Effective Date" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 8.02).

     "Environmental Authority" means any Governmental Authority that exercises
any form of jurisdiction or authority under any Environmental Requirement.

     "Environmental Authorizations" means all licenses, permits, orders,
approvals, notices, registrations or other legal prerequisites for conducting
the business of the Borrower or any Subsidiary required by any Environmental
Requirement.

<PAGE>
                                                                               7


     "Environmental Judgments and Orders" means all judgments, decrees or orders
arising from or in any way associated with any Environmental Requirement,
whether or not entered upon consent or written agreements with an Environmental
Authority or other entity arising from or in any way associated with any
Environmental Requirement, whether or not incorporated in a judgment, decree or
order.

     "Environmental Liabilities" means any liabilities, whether accrued,
contingent or otherwise, arising from or in any way associated with any
Environmental Requirement, Environmental Judgments and Orders, Environmental
Notices, Environmental Proceedings, or Environmental Releases.

     "Environmental Notices" means notice from any Environmental Authority or by
any other person or entity, of alleged material noncompliance with or material
liability under any Environmental Requirement, including without limitation any
complaints, citations, demands or requests from any Environmental Authority or
from any other person or entity for correction of any violation of any
Environmental Requirement or any investigations concerning any violation of any
Environmental Requirement.

     "Environmental Proceedings" means any judicial or administrative
proceedings to which the Borrower or any Subsidiary is a party or to which their
respective properties are subject, arising from or in any way associated with
any Environmental Requirement.

     "Environmental Releases" means releases as defined in CERCLA or under any
Environmental Requirement.

     "Environmental Requirement" means any legal requirement relating to health,
safety or the environment, including but not limited to any such requirement
under CERCLA or similar state legislation and all federal, state and local laws,
ordinances, regulations, orders, writs, decrees, judgments, injunctions and
common law.

     "Equity Interests" means shares of Capital Stock, partnership interests,
membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a person.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, or any successor law. Any reference to any provision
of ERISA shall also be deemed to be a reference to any successor provision or
provisions thereof.

     "Event of Default" has the meaning assigned to such term in Section 6.01.

     "Excess Margin Stock" means that portion, if any, of the Margin Stock owned
by the Borrower and the Subsidiaries that must be excluded from the restrictions
imposed by Section 5.08 and Section 5.11 in order for the value (determined in
accordance with Regulation U) of Margin Stock subject to such Section to account
for

<PAGE>
                                                                               8


less than 25% of the aggregate value (as so determined) of all assets subject to
such Section.

     "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, (a) income or franchise taxes imposed on
(or measured by) its net income by the United States of America, or by the
jurisdiction under which such recipient is organized or in which its principal
office is located or in which its applicable lending office is located, (b) any
branch profit taxes imposed by the United States of America or any similar tax
imposed by any other jurisdiction described in clause (a) above, (c) in the case
of a Lender (other than a purchaser of a participation pursuant to Section
2.15(c) or an assignee pursuant to a request by the Borrower under Section
2.16(b)), any withholding tax imposed by the United States of America that is in
effect and would apply to amounts payable to such Lender by the Borrower at the
time such Lender becomes a party to this Agreement (or designates a new lending
office) and (d) any withholding tax that is attributable to such Lender's
failure to comply with Section 2.14(e), except, in the case of clause (c) above,
to the extent that (i) such Lender (or its assignor, if any) shall have been
entitled, at the time it became party to this Agreement or designated such new
lending office, to receive additional amounts with respect to any withholding
tax or (ii) such withholding tax shall have resulted from the making of any
payment to a location other than the office designated by the Administrative
Agent or such Lender for the receipt of payments of the applicable type.

     "Extended Maturity Date" means November 25, 2009.

     "Federal Funds Effective Rate" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

     "Fiscal Quarter" means any fiscal quarter of the Borrower.

     "Fiscal Year" means any fiscal year of the Borrower.

     "Five-Year Credit Agreement" means the Five-Year Credit Agreement dated as
of October 25, 2005, among the Borrower, the borrowing subsidiaries from time to
time party thereto, the lenders from time to time party thereto, JPMCB, as
administrative agent, J.P. Morgan Europe Limited, as London agent, J.P. Morgan
Australia Limited, as Australian agent, and Barclays Bank PLC, as syndication
agent.

     "Foreign Lender" means any Lender that is organized under the laws of a
jurisdiction other than the United States of America, a State thereof or the
District of Columbia.

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                                                                               9


     "GAAP" means generally accepted accounting principles in the United States
of America.

     "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

     "Granting Lender" shall have the meaning assigned to such term in Section
8.04(h).

     "Guarantee" by any Person means any obligation, contingent or otherwise, of
such Person directly or indirectly guaranteeing any Debt or other obligation of
any other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
secure, purchase or pay (or advance or supply funds for the purchase or payment
of) such Debt or other obligation (whether arising by virtue of partnership
arrangements, by agreement to keep-well, to purchase assets, goods, securities
or services, to provide collateral security, to take-or-pay, or to maintain
financial statement conditions or otherwise) or (ii) entered into for the
purpose of assuring in any other manner the obligee of such Debt or other
obligation of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part); 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 corresponding meaning.

     "Guarantee Agreement" means the Guarantee Agreement, substantially in the
form of Exhibit D, between the Subsidiary Guarantors and the Administrative
Agent for the benefit of the Lenders.

     "Hazardous Materials" includes, without limitation, (a) solid or hazardous
waste, as defined in the Resource Conservation and Recovery Act of 1980, 42
U.S.C. ss.6901 et seq. and its implementing regulations and amendments, or in
any applicable state or local law or regulation, (b) any "hazardous substance",
"pollutant" or "contaminant", as defined in CERCLA, or in any applicable state
or local law or regulation, (c) gasoline, or any other petroleum product or
by-product, including crude oil or any fraction thereof, (d) toxic substances,
as defined in the Toxic Substances Control Act of 1976, or in any applicable
state or local law or regulation and (e) insecticides, fungicides, or
rodenticides, as defined in the Federal Insecticide, Fungicide, and Rodenticide
Act of 1975, or in any applicable state or local law or regulation, as each such
Act, statute or regulation may be amended from time to time.

     "Indemnified Taxes" means Taxes other than Excluded Taxes.

     "Indemnitee" has the meaning assigned to such term in Section 8.03(b).

<PAGE>
                                                                              10


     "Indemnity, Subrogation and Contribution Agreement" shall mean the
Indemnity, Subrogation and Contribution Agreement, substantially in the form of
Exhibit E, among the Borrower, the Subsidiary Guarantors and the Administrative
Agent.

     "Index Debt" means senior, unsecured, long-term indebtedness for borrowed
money of the Borrower that is not guaranteed by any other Person (other than a
Subsidiary) or subject to any other credit enhancement.

     "Information" has the meaning assigned to such term in Section 8.12.

     "Information Memorandum" means the Confidential Information Memorandum
dated October 2007 distributed to the Lenders, together with the appendices
thereto, as amended through the date hereof.

     "Interest Election Request" means a request by the Borrower to convert or
continue a Borrowing in accordance with Section 2.05.

     "Interest Payment Date" means (a) with respect to any ABR Loan, the last
day of each March, June, September and December and (b) with respect to any
LIBOR Loan, the last day of the Interest Period applicable to the Borrowing of
which such Loan is a part and, in the case of a LIBOR Borrowing with an Interest
Period of more than three months' duration, each day prior to the last day of
such Interest Period that occurs at intervals of three months' duration after
the first day of such Interest Period.

     "Interest Period" means with respect to any LIBOR Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
thereafter, as the Borrower may elect; provided, that (i) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless, in the case of a LIBOR
Borrowing only, such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next
preceding Business Day and (ii) any Interest Period pertaining to a LIBOR
Borrowing that commences on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the last calendar
month of such Interest Period) shall end on the last Business Day of the last
calendar month of such Interest Period. For purposes hereof, the date of a
Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

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

     "Judgment Currency" has the meaning assigned to such term in Section
8.13(b).

     "Lenders" means the Persons listed on Schedule 2.01 and any other Person
that shall have become a party hereto pursuant to an Assignment and Assumption,
other than any such Person that shall have ceased to be a party hereto pursuant
to an Assignment and Assumption.

<PAGE>
                                                                              11


     "LIBO Rate" means, with respect to any LIBOR Borrowing for any Interest
Period, the rate per annum determined by the Administrative Agent at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period by reference to the British Bankers'
Association Interest Settlement Rates for deposits in US Dollars (as reflected
on the applicable Reuters screen), for a period equal to such Interest Period;
provided that, to the extent that an interest rate is not ascertainable pursuant
to the foregoing provisions of this definition, the "LIBO Rate" shall be the
average (rounded upward, if necessary, to the next 1/100 of 1%) of the
respective interest rates per annum at which deposits in US Dollars are offered
for such Interest Period to major banks in the London interbank market by JPMCB
at approximately 11:00 a.m., London time, on the date two Business Days prior to
the beginning of such Interest Period.

     "LIBOR", when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are bearing interest at a
rate determined by reference to the Adjusted LIBO Rate.

     "Lien" means, with respect to any asset, any mortgage, deed to secure debt,
deed of trust, lien, pledge, charge, security interest, security title,
preferential arrangement which has the practical effect of constituting a
security interest or encumbrance, servitude or encumbrance of any kind in
respect of such asset to secure or assure payment of a Debt or a Guarantee,
whether by consensual agreement or by operation of statute or other law, or by
any agreement, contingent or otherwise, to provide any of the foregoing. For the
purposes of this Agreement, the Borrower or any Subsidiary 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 (but not an operating lease) or other title retention agreement relating
to such asset.

     "Lilly Securities" means the 7 3/4% Senior Notes due 2007 issued under the
Indenture dated as of November 10, 1997, between Lilly Industries, Inc. and BNY
Midwest Trust Company (as successor to Harris Trust and Savings Bank), as
trustee.

     "Loan" means a Loan made by a Lender pursuant to Section 2.01. Each Loan
shall be a LIBOR Loan or an ABR Loan.

     "Loan Documents" means this Agreement, the Guarantee Agreement, the
Indemnity, Subrogation and Contribution Agreement and each promissory note
delivered pursuant to this Agreement, as such documents may be amended,
modified, supplemented, or restated from time to time.

     "Margin Stock" means "margin stock" as defined in Regulation T, U or X of
the Board, as in effect from time to time, together with all official rulings
and interpretations issued thereunder.

     "Material Adverse Effect" means any event, act, condition or occurrence
that, alone or in conjunction with one or more other events, acts, conditions or

<PAGE>
                                                                              12


occurrences, has resulted or is reasonably likely to result in a material
adverse effect on (a) the financial condition, operations, business or
properties of the Borrower and the Consolidated Subsidiaries, taken as a whole,
(b) the rights and remedies of the Administrative Agent and the Lenders under
the Loan Documents or the ability of the Borrower to perform its obligations
under the Loan Documents to which it is a party or (c) the legality, validity or
enforceability of any Loan Document.

     "Material Subsidiary" means, on any date, any Subsidiary that either (a)
had, at the end of the most recently ended Fiscal Year, assets with a book value
greater than 10% of Consolidated Total Assets at the end of such Fiscal Year
(or, with respect to any Subsidiary that shall have been acquired by the
Borrower since the end of such Fiscal Year, that had, at the time of such
acquisition, assets with a book value greater than 10% of Consolidated Total
Assets at the end of such Fiscal Year), or (b) contributed more than 5% of
Consolidated Operating Profits for the most recently ended Fiscal Year (or, with
respect to any Subsidiary that shall have been acquired by the Borrower since
the end of such Fiscal Year, that would have contributed more than 5% of
Consolidated Operating Profits for the entire such Fiscal Year had it been a
Subsidiary for the entire such Fiscal Year, as determined on a pro forma basis
in accordance with GAAP); provided, that if at any time the aggregate Total
Assets of all Domestic Subsidiaries that are not Material Subsidiaries as of the
end of the most recently ended Fiscal Year exceeds 20% of Consolidated Total
Assets as of the end of such Fiscal Year, the Borrower (or, in the event the
Borrower has failed to do so within 30 days, the Administrative Agent) shall
designate sufficient Domestic Subsidiaries as "Material Subsidiaries" to
eliminate such excess, and such designated Subsidiaries shall for all purposes
of this Agreement constitute Material Subsidiaries.

     "Maximum Rate" has the meaning assigned to such term in Section 8.14.

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

     "Multiemployer Plan" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

     "Net Income" means, as applied to any Person for any period, the aggregate
amount of net income of such Person, for such period, as determined in
accordance with GAAP.

     "Net Proceeds of Capital Stock/Conversion of Debt" means any and all
proceeds (whether cash or non-cash) or other consideration received by the
Borrower or a Consolidated Subsidiary in respect of the issuance of Capital
Stock (including, without limitation, the aggregate amount of any and all Debt
converted into Capital Stock), after deducting therefrom all reasonable and
customary costs and expenses incurred by the Borrower or such Consolidated
Subsidiary directly in connection with the issuance of such Capital Stock.

     "Obligations" means the due and punctual payment of (a) the principal of
and premium, if any, and interest (including interest accruing during the
pendency of any

<PAGE>
                                                                              13


bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding) on the Loans made to the
Borrower, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise and (b) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Borrower or any Subsidiary Guarantor under
this Agreement or any other Loan Document.

     "Operating Profits" means, as applied to any Person for any period, the
operating income of such Person for such period, as determined in accordance
with GAAP.

     "Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement or any other Loan Document.

     "Participant" has the meaning assigned to such term in Section 8.04(e).

     "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

     "Permitted Acquisition" means any Acquisition (a) which is of a Person
engaged in or assets used in the same or similar line or lines of business as
the Borrower or any Consolidated Subsidiary, and (b) if the aggregate
consideration to be paid by the Borrower or any Subsidiary in connection with
such Acquisition exceeds $100,000,000, as to which the Borrower has delivered to
the Lenders a certificate of the chief financial officer, treasurer or chief
accounting officer of the Borrower certifying (and, in the case of Sections
5.03, 5.04, 5.08 and 5.11(d), including calculations evidencing) pro-forma
compliance with the terms of this Agreement after giving effect to such
Acquisition.

     "Person" means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.

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

     "Prepaid Rebates" means any payment made to or credit allowed to a customer
or prospective customer of the Borrower or any Subsidiary, or to any affiliate
of
<PAGE>
                                                                              14


the customer or prospective customer, in each case in the ordinary course of
the Borrower's or such Subsidiary's business and pursuant to a written agreement
or purchase order, which represents the prepayment of a rebate, price discount
or price reduction on products sold or to be sold by the Borrower or such
Subsidiary to one or more customers or prospective customers.

     "Prime Rate" means the rate of interest per annum publicly announced from
time to time by JPMCB 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.

     "Properties" means all real property owned, leased or otherwise used or
occupied by the Borrower or any Subsidiary, wherever located.

     "Redeemable Preferred Stock" of any Person means any preferred stock issued
by such Person which is at any time prior to the Extended Maturity Date either
(i) mandatorily redeemable (by sinking fund or similar payments or otherwise) or
(ii) redeemable at the option of the holder thereof.

     "Register" has the meaning set forth in Section 8.04(c).

     "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.

     "Reported Net Income" means, for any period, the Net Income of the Borrower
and its Consolidated Subsidiaries determined on a consolidated basis.

     "Required Lenders" means, at any time, Lenders having Revolving Exposures
and unused Commitments representing more than 50% of the sum of the total
Revolving Exposures and unused Commitments at such time.

     "Restricted Payment" means (i) any dividend or other distribution on any
shares of the Borrower's capital stock (except dividends payable solely in
shares of its capital stock) or (ii) any payment on account of the purchase,
redemption, retirement or acquisition of any shares of the Borrower's capital
stock (except shares acquired upon the conversion thereof into other shares of
its capital stock).

     "Revolving Exposure" means with respect to any Lender at any time, the
aggregate principal amount of such Lender's Loans.

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

     "Security" has the meaning assigned to such term in Section 2(l) of the
Securities Act of 1933, as amended.

<PAGE>
                                                                              15


     "Shareholders' Equity" means, at any time, the shareholders' equity of the
Borrower and its Consolidated Subsidiaries, as set forth or reflected on the
most recent consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries prepared in accordance with GAAP, but excluding any Redeemable
Preferred Stock of the Borrower or any of its Consolidated Subsidiaries.
Shareholders' Equity generally would include, but not be limited to (i) the par
or stated value of all outstanding Capital Stock, (ii) capital surplus, (iii)
retained earnings, and (iv) various deductions such as (A) purchases of treasury
stock, (B) valuation allowances, (C) receivables due from an employee stock
ownership plan, (D) employee stock ownership plan debt guarantees, and (E)
translation adjustments for foreign currency transactions.

     "SPC" shall have the meaning assigned to such term in Section 8.04(h).

     "Statutory Reserve Rate" means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject, for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board). Such reserve percentages shall include those imposed
pursuant to such Regulation D. LIBOR Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.

     "subsidiary" means, with respect to any Person (the "parent") at any date,
any corporation or other entity of which equity securities or other ownership
interests having ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions are at the time directly
or indirectly owned by the parent.

     "Subsidiary" means any subsidiary of the Borrower.

     "Subsidiary Guarantor" means (i) each Subsidiary listed on Schedule 1.01
and (ii) each Subsidiary that becomes a guarantor pursuant to Section 5.22.

     "Taxes" means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.

     "Termination Date" means November 25, 2008.

     "Term-Out Option" has the meaning set forth in Section 2.17.

     "Term-Out Period" means the period commencing on and including the
Termination Date and ending on and including the Extended Maturity Date.

<PAGE>
                                                                              16


     "Third Parties" means all lessees, sublessees, licensees and other users of
the Properties, excluding those users of the Properties in the ordinary course
of the Borrower's or any Subsidiary's business and on a temporary basis.

     "Total Assets" of any Person means, at any time, the total assets of such
Person, as set forth or reflected or as should be set forth or reflected on the
most recent balance sheet of such Person, prepared in accordance with GAAP.

     "Transactions" means the execution, delivery and performance by the
Borrower of the Loan Documents, the borrowing of Loans and the use of the
proceeds thereof.

     "Type", when used in reference to any Loan or Borrowing, refers to whether
the rate of interest on such Loan, or on the Loans comprising such Borrowing, is
determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

     "USA Patriot Act" means the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

     "US Dollars" refers to lawful money of the United States of America.

     "Wholly Owned Subsidiary" means any Subsidiary all of the shares of capital
stock or other ownership interests of which (except directors' qualifying
shares) are at the time directly or indirectly owned by the Borrower.

     "Withdrawal Liability" means liability to a Multiemployer Plan as a result
of a complete or partial withdrawal from such Multiemployer Plan, as such terms
are defined in Part I of Subtitle E of Title IV of ERISA.

     SECTION 1.02. Classification of Loans and Borrowings. For purposes of this
Agreement, Loans may be classified and referred to by Type (e.g., a "LIBOR
Loan"). Borrowings also may be classified and referred to by Type (e.g., a
"LIBOR Borrowing").

     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

<PAGE>
                                                                              17


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.

     SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                                   ARTICLE II

                                   The Credits
                                   -----------

     SECTION 2.01. Commitments. (a) Subject to the terms and conditions set
forth herein, each Lender agrees to make Loans to the Borrower from time to time
during the Availability Period in US Dollars in amounts that will not result in
(i) such Lender's Revolving Exposure exceeding its Commitment or (ii) the
aggregate Revolving Exposures exceeding the aggregate Commitments.

     (b) Within the foregoing limits, and subject to the terms and conditions
set forth herein, the Borrower may borrow, prepay and reborrow Loans.

     SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as part of
a Borrowing consisting of Loans made by the Lenders ratably in accordance with
their respective Commitments. The failure of any Lender to make any Loan
required to be made by it shall not relieve any other Lender of its obligations
hereunder; provided that the Commitments of the Lenders are several and no
Lender shall be responsible for any other Lender's failure to make Loans as
required hereunder.

     (b) Subject to Section 2.12, each Borrowing shall be comprised entirely of
ABR Loans or LIBOR Loans as the Borrower may request in accordance herewith.
Each Lender at its option may make any LIBOR Loan by causing any domestic or
foreign branch or Affiliate of such Lender to make such Loan; provided that any
exercise of such option shall not affect the obligation of the Borrower to repay
such Loan in accordance with the terms of this Agreement.

     (c) At the commencement of each Interest Period for any Borrowing, such
Borrowing shall be in an aggregate amount that is at least equal to $5,000,000
and

<PAGE>
                                                                              18


an integral multiple of $1,000,000; provided that an ABR Borrowing may be in an
aggregate amount that is equal to the entire unused balance of the Commitments.
Borrowings of more than one Type may be outstanding at the same time; provided
that there shall not at any time be more than a total of ten LIBOR Borrowings
outstanding with different Interest Period termination dates.

     (d) Notwithstanding any other provision of this Agreement, the Borrower
shall not be entitled to request, or to elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after
the Extended Maturity Date.

     SECTION 2.03. Requests for Borrowings. To request a Borrowing, the Borrower
shall notify the Administrative Agent of such request by telephone (a) in the
case of a LIBOR Borrowing, not later than 11:00 a.m., New York City Time, three
Business Days before the date of the proposed Borrowing or (b) in the case of an
ABR Borrowing, not later than 10:00 a.m., New York City time, one Business Day
before the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
facsimile to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by the Borrower. Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.02:

          (i)   the aggregate principal amount of the requested Borrowing;

          (ii)  the date of the requested Borrowing, which shall be a Business
     Day;

          (iii) whether the requested Borrowing is to be an ABR Borrowing or a
     LIBOR Borrowing;

          (iv)  in the case of a LIBOR Borrowing, the initial Interest Period to
     be applicable thereto, which shall be a period contemplated by the
     definition of the term "Interest Period"; and

          (v)   the location and number of the Borrower's account to which funds
     are to be disbursed, which shall comply with the requirements of Section
     2.04.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested LIBOR Borrowing, then the Borrower shall be deemed to
have selected an Interest Period of one month's duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

     SECTION 2.04. Funding of Borrowings. (a) Each Lender shall make each Loan
to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City Time, to the account of
the

<PAGE>
                                                                              19


Administrative Agent most recently designated by it for such purpose by notice
to the Lenders. The Administrative Agent will make such Loans available to the
Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower maintained by the Administrative Agent in New York City.

     (b) Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
the Federal Funds Effective Rate. If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing.

     SECTION 2.05. Interest Elections. (a) Each Borrowing initially shall be of
the Type specified in the applicable Borrowing Request and, in the case of a
LIBOR Borrowing, shall have an initial Interest Period as specified in such
Borrowing Request. Thereafter, the Borrower may elect to convert any Borrowing
to a Borrowing of a different Type and, in the case of a LIBOR Borrowing, may
elect Interest Periods therefor, all as provided in this Section. The Borrower
may elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing.

     (b)  To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were
requesting a Borrowing of the Type resulting from such election to be made on
the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
facsimile to the Administrative Agent of a written Interest Election Request in
a form approved by the Administrative Agent and signed by the Borrower.

     (c)  Each telephonic and written Interest Election Request shall specify
the following information in compliance with Section 2.02:

          (i)   the Borrowing to which such Interest Election Request applies
     and, if different options are being elected with respect to different
     portions thereof, the portions thereof to be allocated to each resulting
     Borrowing (in which case the

<PAGE>
                                                                              20


     information to be specified pursuant to clauses (iii) and (iv) below shall
     be specified for each resulting Borrowing);

          (ii)  the effective date of the election made pursuant to such
Interest Election Request, which shall be a Business Day;

          (iii) whether the resulting Borrowing is to be an ABR Borrowing or a
     LIBOR Borrowing; and

          (iv)  if the resulting Borrowing is a LIBOR Borrowing, the Interest
     Period to be applicable thereto after giving effect to such election, which
     shall be a period contemplated by the definition of the term "Interest
     Period".

If any such Interest Election Request requests a LIBOR Borrowing but does not
specify an Interest Period, then the Borrower shall be deemed to have selected
an Interest Period of one month's duration.

     (d)  Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each applicable Lender of the details thereof
and of such Lender's portion of each resulting Borrowing.

     (e)  If the Borrower fails to deliver a timely Interest Election Request
with respect to a LIBOR Borrowing or irrevocable notice of its intent to prepay
such Borrowing as of the end of the applicable Interest Period thereto, prior to
11:00 a.m., New York City Time, three Business Days prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
deemed to be and shall be continued as a LIBOR Borrowing, with an Interest
Period of one month's duration. Notwithstanding any contrary provision hereof,
if an Event of Default has occurred and is continuing and the Administrative
Agent, at the request of the Required Lenders, so notifies the Borrower, then,
so long as an Event of Default is continuing (i) no outstanding Borrowing may be
converted to or continued as a LIBOR Borrowing and (ii) unless repaid, each
LIBOR Borrowing shall be converted to an ABR Borrowing at the end of the
Interest Period applicable thereto.

     SECTION 2.06. Termination and Reduction of Commitments. (a) Unless
previously terminated, the Commitments shall terminate on the Termination Date.

     (b)  Upon at least three Business Days' prior irrevocable written notice to
the Administrative Agent, the Borrower may at any time terminate, or from time
to time reduce, the Commitments; provided that (i) each reduction of the
Commitments shall be in an amount that is an integral multiple of $1,000,000 and
in a minimum amount of $5,000,000 and (ii) the Borrower shall not terminate or
reduce the Commitments if, after giving effect to any concurrent prepayment of
Loans in accordance with this Agreement, the aggregate Revolving Exposures would
exceed the aggregate Commitments.

<PAGE>
                                                                              21


     (c)  The Borrower shall notify the Administrative Agent in writing of any
election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice pursuant to this Section 2.06,
the Administrative Agent shall advise the Lenders of the contents thereof. Each
notice delivered by the Borrower pursuant to this Section shall be irrevocable;
provided that a notice of termination of the Commitments may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments
shall be permanent. Each reduction of the Commitments shall be made ratably
among the applicable Lenders in accordance with their respective Commitments.

     SECTION 2.07. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of
each Lender the then unpaid principal amount of each Loan on the Termination
Date (or, if the Term-Out Option shall have been exercised, on the Extended
Maturity Date).

     (b)  Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such Lender
resulting from each Loan made by such Lender, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.

     (c)  The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Type thereof and the
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender's share thereof.

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

     (e)  Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent. Thereafter, the Loans evidenced by
such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 8.04) be represented by one or more promissory
notes in such form payable to the order of the

<PAGE>
                                                                              22


payee named therein (or, if such promissory note is a registered note, to such
payee and its registered assigns).

     SECTION 2.08. Prepayment of Loans. (a) The Borrower shall have the right at
any time and from time to time to prepay any Borrowing in whole or in part,
subject to (i) prior notice in accordance with paragraph (c) of this Section and
(ii) in the case of a LIBOR Loan, reimbursement of any breakage costs if
prepayment occurs other than at the end of an Interest Period.

     (b)  In the event and on each occasion that the aggregate Revolving
Exposures exceed the aggregate Commitments, the Borrower shall promptly prepay
Borrowings in an aggregate amount sufficient to eliminate such excess.

     (c)  The Borrower shall notify the Administrative Agent by telephone
(confirmed by facsimile) of any prepayment hereunder not later than 11:00 a.m.,
New York City Time, one Business Day before the date of prepayment. Each such
notice shall be irrevocable and shall specify the prepayment date and the
principal amount of each Borrowing or portion thereof to be prepaid; provided
that, if a notice of prepayment is given in connection with a conditional notice
of termination of the Commitments as contemplated by Section 2.06, then such
notice of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.06. Promptly following receipt of any such notice, the
Administrative Agent shall advise the applicable Lenders of the contents
thereof. Each partial prepayment of any Borrowing shall be in an amount that
would be permitted in the case of an advance of a Borrowing of the same Type as
provided in Section 2.02. Each prepayment of a Borrowing shall be applied
ratably to the Loans included in the prepaid Borrowing. Prepayments shall be
accompanied by accrued interest to the extent required by Section 2.10.

     SECTION 2.09. Fees. (a) The Borrower agrees to pay to the Administrative
Agent for the account of the office (or Affiliate) of each Lender from which
such Lender would make Loans to the Borrower hereunder, a facility fee, which
shall accrue at the Applicable Rate on the daily aggregate amount of the
Commitments of such Lender (whether used or unused) during the period from and
including the Effective Date to but excluding the date on which the last of such
Commitments terminates; provided that, if such Lender continues to have any
Revolving Exposure after its Commitments terminate (including as a result of the
exercise of the Term-Out Option), then such facility fee shall continue to
accrue on the daily amount of such Lender's Revolving Exposures from and
including the date on which the last of its Commitments terminates to but
excluding the date on which such Lender ceases to have any Revolving Exposure.
Accrued facility fees shall be payable in arrears on the last day of March,
June, September and December of each year (commencing on the first such date to
occur after the date hereof), on the date on which the Commitments terminate
and, if the Term-Out Option is exercised, on each date following the Termination
Date on which any Loans are repaid, commencing on the first such date to occur
after the date hereof; provided that any facility fees accruing after the
Commitments terminate (other than as a result of, and following, the exercise of
the Term-Out Option) shall be payable on demand. All facility fees shall be
computed on the basis of a year of 360 days and shall

<PAGE>
                                                                              23


be payable for the actual number of days elapsed (including the first day but
excluding the last day).

     (b)  For each day on which the aggregate Revolving Exposures shall be
greater than 50% of the aggregate Commitments, and for each day after the
termination of the Commitments on which any Loan remains outstanding, the
Borrower agrees to pay to the Administrative Agent for the account of each
Lender a utilization fee, which shall accrue at a rate of 0.125% per annum, on
such Lender's Revolving Exposure. The accrued utilization fees, if any, shall be
payable in arrears on the last day of each March, June, September and December
of each year and on the date on which the Commitments terminate and, if the
Term-Out Option is exercised, on each date following the Termination Date on
which any Loans are repaid, commencing on the first such date to occur after the
date hereof; provided that any utilization fees accruing after the date on which
the Commitments terminate (other than as a result of, and following, the
exercise of the Term-Out Option) shall be payable on demand. All utilization
fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the
last day).

     (c)  The Borrower agrees to pay to the Administrative Agent, for its own
account, the fees separately agreed upon between the Borrower and the
Administrative Agent.

     (d)  All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for distribution, in
the case of facility fees and utilization fees to the Lenders. Fees paid shall
not be refundable under any circumstances.

     SECTION 2.10. Interest. (a) The Loans comprising each ABR Borrowing shall
bear interest at the Alternate Base Rate.

     (b)  The Loans comprising each LIBOR Borrowing shall bear interest at the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Rate plus, in the case of any such Loan outstanding during the
Term-Out Period, .125% per annum.

     (c)  Notwithstanding the foregoing, if any principal of or interest on any
Loan or any fee or other amount payable by the Borrower hereunder is not paid
when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% per
annum plus the rate otherwise applicable to such Loan as provided in the
preceding paragraphs of this Section or (ii) in the case of any other amount, 2%
plus the rate applicable to ABR Loans as provided in paragraph (a) of this
Section.

     (d)  Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and upon termination of the Commitments;
provided that (i) interest accrued pursuant to paragraph (c) of this Section
shall be

<PAGE>
                                                                              24


payable on demand, (ii) in the event of any repayment or prepayment of any Loan
(other than a prepayment of an ABR Loan prior to the end of the Availability
Period), accrued interest on the principal amount repaid or prepaid shall be
payable on the date of such repayment or prepayment and (iii) in the event of
any conversion of any LIBOR Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.

     (e)  All interest hereunder shall be computed on the basis of a year of 360
days, except that interest computed by reference to the Alternate Base Rate at
times when the Alternate Base Rate is based on the Prime Rate shall be computed
on the basis of a year of 365 days (or 366 days in a leap year), and in each
case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable Alternate Base Rate, Adjusted
LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

     SECTION 2.11. Alternate Rate of Interest. If prior to the commencement of
any Interest Period for a LIBOR Borrowing:

          (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 or the LIBO Rate, as
     applicable, for such Interest Period; or

          (b)  the Administrative Agent is advised by the Required Lenders that
     the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest
     Period will not adequately and fairly reflect the cost to such Lenders (or
     Lender) of making or maintaining their Loans (or its Loan) included in such
     Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or facsimile as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, an affected LIBOR Borrowing shall be
ineffective and any LIBOR Borrowing that is requested to be continued shall be
converted to an ABR Borrowing on the last day of the Interest Period applicable
thereto and (ii) any Borrowing Request for a LIBOR Borrowing shall be deemed a
request for an ABR Borrowing.

     SECTION 2.12. Increased Costs. (a) If any Change in Law shall:

          (i)  impose, modify or deem applicable any reserve, special deposit or
     similar requirement against assets of, deposits with or for the account of,
     or credit extended by, any Lender (except any such reserve requirement
     reflected in the Adjusted LIBO Rate); or

<PAGE>
                                                                              25


          (ii) impose on any Lender or the London interbank market any other
     condition affecting this Agreement or LIBOR Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any LIBOR Loan (or of maintaining its obligation
to make any such Loan) or to reduce the amount of any sum received or receivable
by such Lender hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction suffered.

     (b)  If any Lender determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender's capital or on the capital of such Lender's holding company, if any, as
a consequence of this Agreement or the Loans made by such Lender, to a level
below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender,
such additional amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered.

     (c)  A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay
such Lender, as the case may be, the amount shown as due on any such certificate
within 10 days after receipt thereof.

     (d)  Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's right to
demand such compensation; provided that the Borrower shall not be required to
compensate a Lender pursuant to this Section for any increased costs or
reductions incurred more than 270 days prior to the date that such Lender
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender's intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the 270-day period referred to above shall be
extended to include the period of retroactive effect thereof.

     SECTION 2.13. Break Funding Payments. In the event of (a) the payment of
any principal of any LIBOR Loan other than on the last day of an Interest Period
applicable thereto (including as a result of an Event of Default), (b) the
conversion of any LIBOR Loan other than on the last day of the Interest Period
applicable thereto, (c) the failure to borrow, convert, continue or prepay any
Loan on the date specified in any notice delivered pursuant hereto (regardless
of whether such notice may be revoked under Section 2.06(c) and is revoked in
accordance therewith) or (d) the assignment of any LIBOR Loan other than on the
last day of the Interest Period applicable thereto as a result of a request by
the Borrower pursuant to Section 2.16, then, in any such event, the Borrower
shall compensate each Lender for the loss, cost and expense attributable to such

<PAGE>
                                                                              25


event. In the case of a LIBOR Loan, such loss, cost or expense to any Lender
shall be deemed to include an amount determined by such Lender to be the excess,
if any, of (i) the amount of interest which would have accrued on the principal
amount of such Loan had such event not occurred, at the Adjusted LIBO Rate, as
applicable, that would have been applicable to such Loan, for the period from
the date of such event to the last day of the then current Interest Period
therefor (or, in the case of a failure to borrow, convert or continue, for the
period that would have been the Interest Period for such Loan), over (ii) the
amount of interest which would accrue on such principal amount for such period
at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for deposits of a comparable amount and period from
other banks in the London interbank market. A certificate of any Lender setting
forth any amount or amounts that such Lender is entitled to receive pursuant to
this Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.

     SECTION 2.14. Taxes. (a) Any and all payments by or on account of any
obligation of the Borrower hereunder or under any other Loan Document shall be
made free and clear of and without deduction for any Indemnified Taxes or Other
Taxes; provided that if the Borrower shall be required to deduct any Indemnified
Taxes or Other Taxes from such payments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) the
Administrative Agent or the applicable Lender (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the Borrower shall pay
the full amount deducted to the relevant Governmental Authority in accordance
with applicable law.

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

     (c)  The Borrower shall indemnify the Administrative Agent and each Lender,
within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of the Borrower hereunder or under any other Loan Document
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to the Borrower by a Lender or by the
Administrative Agent on its own behalf or on behalf of a Lender shall be
conclusive absent manifest error.

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

<PAGE>
                                                                              27


Governmental Authority evidencing such payment, a copy of the return reporting
such payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.

     (e)  Any Foreign Lender that is entitled to an exemption from or reduction
of withholding tax under the law of the jurisdiction in which the Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law or
reasonably requested by the Borrower as will permit such payments to be made
without withholding or at a reduced rate; provided, that no Lender shall be
required to deliver any such documentation with respect to an exemption from or
reduction of withholding taxes imposed under the law of a jurisdiction other
than the United States of America unless the Borrower shall notify it of the
availability of such exemption or reduction and shall request the delivery of
such documentation.

     SECTION 2.15. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.
(a) The Borrower shall make each payment required to be made by it hereunder or
under any other Loan Document (whether of principal, interest, fees, or of
amounts payable under Section 2.12, 2.13 or 2.14 or otherwise) prior to 2:00
p.m., New York City Time, on the date when due, in immediately available funds,
without set-off or counterclaim. Any amounts received after such time on any
date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent
for the account of the applicable Lenders to such account as it shall from time
to time specify at its offices at 270 Park Avenue, New York, New York; provided
that payments pursuant to Section 2.12, Section 2.13, Section 2.14 and Section
8.03 shall be made directly to the Persons entitled thereto. The Administrative
Agent shall distribute any such payments received by it for the account of any
other Person to the appropriate recipient promptly following receipt thereof. If
any payment hereunder shall be due on a day that is not a Business Day, the date
for payment shall be extended to the next succeeding Business Day, and, in the
case of any payment accruing interest, interest thereon shall be payable for the
period of such extension. Any payment required to be made by the Administrative
Agent hereunder shall be deemed to have been made by the time required if the
Administrative Agent shall, at or before such time, have taken the necessary
steps to make such payment in accordance with the regulations or operating
procedures of the clearing or settlement system used by the Administrative Agent
to make such payment.

     (b)  If at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, interest and fees
then due hereunder, such funds shall be applied (i) first, towards payment of
interest and fees then due hereunder, ratably among the parties entitled thereto
in accordance with the amounts of interest and fees then due to such parties,
and (ii) second, towards payment of principal then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of principal then
due to such parties.

<PAGE>
                                                                              28


     (c)  If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans of other Lenders to the extent necessary so that the
benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans; provided that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). The Borrower
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.

     (d)  Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders hereunder that the Borrower will not make
such payment, the Administrative Agent may assume that the Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.

     (e)  If any Lender shall fail to make any payment required to be made by it
pursuant to Section 2.04(b) or 2.15(d), then the Administrative Agent may, in
its sole discretion (notwithstanding any contrary provision hereof), apply any
amounts thereafter received by the Administrative Agent for the account of such
Lender to satisfy such Lender's obligations under such Sections until all such
unsatisfied obligations are fully paid.

     SECTION 2.16. Mitigation Obligations; Replacement of Lenders. (a) If any
Lender requests compensation under Section 2.12, or if the Borrower is required
to pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.14, then such Lender shall use
reasonable efforts to designate a different lending office for funding or
booking its Loans

<PAGE>
                                                                              29


hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 2.12 or 2.14, as the case may be, in the future and (ii) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.

     (b)  If any Lender requests compensation under Section 2.12, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.14,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 8.04), all its interests, rights and obligations under the Loan
Documents to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall
have received payment of an amount equal to the outstanding principal of its
Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts)
and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.12 or payments required to be made pursuant to
Section 2.14, such assignment will result in a reduction in such compensation or
payments. A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply.

     SECTION 2.17. Term-Out Option. The Borrower may, so long as no Default
shall have occurred and be continuing either at the time of such notice or on
the Termination Date, upon 15 days' prior written notice to the Administrative
Agent, elect (the "Term-Out Option") that Loans outstanding on the Termination
Date remain outstanding after the Termination Date as term loans that will
mature on the Extended Maturity Date; provided that all Commitments will
terminate on the Termination Date, and additional Borrowings will not be
permitted after the Termination Date. If the Borrower exercises its option
pursuant to this Section 2.17, Loans that are outstanding on the Termination
Date will continue to constitute "Loans" for all purposes of this Agreement
after the Termination Date.

                                  ARTICLE III

                         Representations and Warranties
                         ------------------------------

            The Borrower represents and warrants to the Lenders that:

<PAGE>
                                                                              30


     SECTION 3.01. Corporate Existence and Power. The Borrower and the
Subsidiary Guarantors are each corporations duly organized, validly existing and
in good standing under the laws of the jurisdiction of their incorporation, are
duly qualified to transact business in every jurisdiction where, by the nature
of its business, the failure to be so qualified could have or cause a Material
Adverse Effect, and have all corporate powers and all governmental licenses,
authorizations, consents and approvals required to carry on their business as
now conducted.

     SECTION 3.02. Corporate and Governmental Authorization; No Contravention.
The execution, delivery and performance by the Borrower of this Agreement and
the other Loan Documents, and the execution by the Subsidiary Guarantors of the
Guarantee Agreement and the Indemnity, Subrogation and Contribution Agreement
(i) are within the Borrower's and the Subsidiary Guarantors' respective
corporate powers, (ii) have been duly authorized by all necessary corporate
action, (iii) require no action by or in respect of or filing with any
governmental body, agency or official, (iv) do not contravene, or constitute a
default under, any provision of applicable law or regulation or of the
certificate of incorporation or by-laws of the Borrower or any Subsidiary or of
any agreement, judgment, injunction, order, decree or other instrument binding
upon the Borrower or any of its Subsidiaries, and (v) do not result in the
creation or imposition of any Lien on any asset of the Borrower or any of its
Subsidiaries.

     SECTION 3.03. Binding Effect. This Agreement has been duly executed and
delivered and constitutes a valid and binding agreement of the Borrower
enforceable in accordance with its terms, and the other Loan Documents, when
executed and delivered in accordance with this Agreement, will constitute valid
and binding obligations of the Borrower and the Subsidiary Guarantors party
thereto, enforceable in accordance with their respective terms, provided that
the enforceability hereof and thereof is subject in each case to general
principles of equity and to bankruptcy, insolvency and similar laws affecting
the enforcement of creditors' rights generally.

     SECTION 3.04. Financial Information. (a) The audited balance sheet of the
Borrower and the Consolidated Subsidiaries as of October 27, 2006, and the
related statements of income, shareholders' equity and cash flows for the Fiscal
Year then ended, reported on by Ernst & Young LLP, and the unaudited balance
sheets of the Borrower and the Consolidated Subsidiaries as of January 26, 2007,
April 27, 2007 and July 27, 2007 and the related statements of income,
shareholders' equity and cash flows for the Fiscal Quarters and portions of the
Fiscal Year then ended, copies of all of which have been delivered to each of
the Lenders, fairly present, in conformity with GAAP, the consolidated financial
position of the Borrower and the Consolidated Subsidiaries as of such dates and
their results of operations and cash flows for such periods.

     (b)  Since October 27, 2006, there has been no Material Adverse Effect.

     SECTION 3.05. No Litigation. There is no action, suit or proceeding
pending, or to the knowledge of the Borrower threatened, against or affecting
the Borrower or any of its Subsidiaries before any court or arbitrator or any
governmental

<PAGE>
                                                                              31


body, agency or official which could have a Material Adverse Effect or which in
any manner draws into question the validity of or could impair the ability of
the Borrower or Subsidiary Guarantor to perform its obligations under this
Agreement or any of the other Loan Documents.

     SECTION 3.06. Compliance with ERISA. (a) The Borrower and each member of
the Controlled Group have fulfilled their obligations under the minimum funding
standards of ERISA and the Code with respect to each Plan and are in compliance
in all material respects with the presently applicable provisions of ERISA and
the Code, and have not incurred any liability to the PBGC or a Plan under Title
IV of ERISA.

     (b)  Neither the Borrower nor any member of the Controlled Group has
incurred any Withdrawal Liability with respect to any Multiemployer Plan under
Title IV of ERISA, and no such liability is expected to be incurred.

     SECTION 3.07. Compliance with Laws; Payment of Taxes. The Borrower and the
Subsidiaries are in compliance in all material respects with all applicable
laws, regulations and similar requirements of Governmental Authorities, except
for the matters disclosed in Schedule 3.13 or where such compliance is being
contested in good faith through appropriate proceedings, except where the
failure to comply would not have or cause a Material Adverse Effect. There have
been filed on behalf of the Borrower and its Subsidiaries all Federal, state and
local income, excise, property and other tax returns which are required to be
filed by them and all taxes due pursuant to such returns or pursuant to any
assessment received by or on behalf of the Borrower or any Subsidiary have been
paid or are being contested in good faith by appropriate proceedings. The
charges, accruals and reserves on the books of the Borrower and the Subsidiaries
in respect of taxes or other governmental charges are, in the opinion of the
Borrower, adequate. United States income tax returns of the Borrower and the
Subsidiaries have been examined and closed through the Fiscal Year ended
October 31, 2003.

     SECTION 3.08. Subsidiaries. Each of the Subsidiaries is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, is duly qualified to transact business in every
jurisdiction where, by the nature of its business, such qualification is
necessary, and has all corporate powers and all governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted, except where the failure to qualify or have any such license,
authorization, consent or approval would not have or cause a Material Adverse
Effect. The Borrower has no Subsidiaries except for those Subsidiaries listed on
Schedule 3.08, or as described in a Compliance Certificate furnished pursuant to
Section 5.01(c), in each case which accurately sets forth each such Subsidiary's
complete name and jurisdiction of incorporation. Each Domestic Material
Subsidiary on the date hereof is separately identified as such in Schedule 3.08
hereto.

<PAGE>
                                                                              32


     SECTION 3.09. Investment Company Act. Neither the Borrower nor any of its
Subsidiaries is an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

     SECTION 3.10. Ownership of Property; Liens. Each of the Borrower and its
Consolidated Subsidiaries has title to its properties sufficient for the conduct
of its business, and none of such property is subject to any Lien except as
permitted in Section 5.08.

     SECTION 3.11. No Default. Neither the Borrower nor any of the Consolidated
Subsidiaries is in default under or with respect to any agreement, instrument or
undertaking to which it is a party or by which it or any of its property is
bound which could have or cause a Material Adverse Effect. No Default has
occurred and is continuing.

     SECTION 3.12. Full Disclosure. All information heretofore furnished by the
Borrower or any Subsidiary to the Administrative Agent or any Lender for
purposes of or in connection with this Agreement or any transaction contemplated
hereby (including the information set forth in the Information Memorandum) is,
and all such information hereafter furnished by the Borrower or any Subsidiary
to the Administrative Agent or any Lender will be, true, accurate and complete
in every material respect or based on reasonable estimates on the date as of
which such information is stated or certified.

     SECTION 3.13. Environmental Matters. (a) Except for the matters disclosed
in Schedule 3.13, neither the Borrower nor any Subsidiary is subject to, or
knows any basis for, any Environmental Liability which could have or cause a
Material Adverse Effect and neither the Borrower nor any Subsidiary has been
designated as a potentially responsible party under CERCLA or under any state
statute similar to CERCLA. To the best knowledge of the Borrower, except for the
matters disclosed in Schedule 3.13, none of the Properties has been identified
on any current or proposed (i) National Priorities List under 40 C.F.R. ss. 300,
(ii) CERCLIS list or (iii) any list arising from a state statute similar to
CERCLA.

     (b)  Except for the matters disclosed in Schedule 3.13, no Hazardous
Materials have been or are being used, produced, manufactured, processed,
treated, recycled, generated, stored, disposed of, managed or otherwise handled
at, or shipped or transported to or from the Properties or are otherwise present
at, on, in or under the Properties, or, to the best of the knowledge of the
Borrower, at or from any adjacent site or facility, except for Hazardous
Materials used or otherwise handled, to the best knowledge of the Borrower, in
the ordinary course of business in compliance with all applicable Environmental
Requirements, except where the failure to comply would not have or cause a
Material Adverse Effect.

     (c)  Except for the matters disclosed in Schedule 3.13, the Borrower, and
each of its Affiliates, has procured all Environmental Authorizations necessary
for the conduct of its business, and, to the best knowledge of the Borrower, is
in compliance with

<PAGE>
                                                                              33


all Environmental Requirements, Environmental Authorizations and Environmental
Judgments and Orders in connection with the operation of the Properties and the
Borrower's, and its Affiliate's, businesses, except where the failure to comply
could not have or cause a Material Adverse Effect.

     SECTION 3.14. Capital Stock. All Capital Stock, debentures, bonds, notes
and all other securities of the Borrower and its Subsidiaries presently issued
and outstanding are validly and properly issued. All outstanding securities
(whether debt or equity) of the Borrower and its Subsidiaries were registered
under the federal and any applicable state securities laws or were issued in
transactions which were exempt from registration under such laws; provided, that
as to any Subsidiary acquired but not created by the Borrower, the foregoing
representation is made to the best of the Borrower's knowledge. The issued
shares of Capital Stock of the Borrower's Wholly Owned Subsidiaries are owned by
the Borrower free and clear of any Lien or adverse claim. At least a majority of
the issued shares of capital stock of each of the other Subsidiaries (other than
Wholly Owned Subsidiaries) is owned by the Borrower, and all such shares owned
by the Borrower are free and clear of any Lien or adverse claim.

     SECTION 3.15. Margin Stock. Neither the Borrower nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of purchasing or carrying any Margin Stock, and no part of the
proceeds of any Loan will be used to purchase or carry any Margin Stock or to
extend credit to others for the purpose of purchasing or carrying any Margin
Stock, or be used for any purpose which violates, or which is inconsistent with,
the provisions of Regulations U or X.

     SECTION 3.16. Insolvency. After giving effect to the execution and delivery
of the Loan Documents and the making of the Loans under this Agreement, neither
the Borrower nor any Subsidiary Guarantor will be "insolvent," within the
meaning of such term as defined in Section 101 of Title 11 of the United States
Code or Section 2 of the Uniform Fraudulent Transfer Act, or any other
applicable state law pertaining to fraudulent transfers, as each may be amended
from time to time, or be unable to pay its debts generally as such debts become
due, or have an unreasonably small capital to engage in any business or
transaction, whether current or contemplated.

                                   ARTICLE IV

                                   Conditions
                                   ----------

     SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans
hereunder shall not become effective until the date (the "Effective Date") on
which each of the following conditions is satisfied (or waived in accordance
with Section 8.02):

          (a)  The Administrative Agent (or its counsel) shall have received
     from each party hereto either (i) a counterpart of this Agreement signed on
     behalf of such party or (ii) written evidence satisfactory to the
     Administrative Agent (which may include facsimile or other electronic image
     scan transmission of a signed

<PAGE>
                                                                              34


     signature page of this Agreement) that such party has signed a counterpart
     of this Agreement.

          (b)  The Administrative Agent shall have received the favorable
     written opinion (addressed to the Administrative Agent and the Lenders and
     dated the Effective Date) of Lindquist & Vennum, PLLP, special counsel for
     the Borrower and the Subsidiary Guarantors, substantially in the form of
     Exhibit B and covering such other matters relating to the Borrower, the
     Subsidiary Guarantors, this Agreement, the other Loan Documents or the
     Transactions as the Administrative Agent or the Required Lenders shall
     reasonably request. The Borrower hereby requests such counsel to deliver
     such opinion.

          (c)  The Administrative Agent shall have received such documents and
     certificates as the Administrative Agent or its counsel may reasonably
     request relating to the organization, existence and good standing of the
     Borrower and each of the Subsidiary Guarantors, the authorization of the
     Transactions and any other legal matters relating to the Borrower, the
     Subsidiary Guarantors, this Agreement, the other Loan Documents or the
     Transactions, all in form and substance satisfactory to the Administrative
     Agent and its counsel.

          (d)  The Administrative Agent shall have received a certificate dated
     as of the Effective Date and signed by a principal financial officer of the
     Borrower, as to the satisfaction on the Effective Date of the conditions
     set forth in clauses (a) and (b) of Section 4.02, provided that for
     purposes of this Section 4.01(d) and the certificate to be delivered
     hereunder the exclusion of the representations and warranties set forth in
     Sections 3.04(b), 3.05 and 3.14 contained in Section 4.02(a) shall not
     apply.

          (e)  The Guarantee Agreement shall have been duly executed by the
     parties thereto, shall have been delivered to the Administrative Agent and
     shall be in full force and effect.

          (f)  The Indemnity, Subrogation and Contribution Agreement shall have
     been duly executed by the parties thereto, shall have been delivered to the
     Administrative Agent and shall be in full force and effect.

          (g)  The Administrative Agent shall have received all fees and other
     amounts due and payable on or prior to the Effective Date, including, to
     the extent invoiced, reimbursement or payment of all out-of-pocket expenses
     (including fees, charges and disbursements of counsel) required to be
     reimbursed or paid by the Borrower or any Subsidiary hereunder or under any
     other Loan Document.

          (h)  The Lenders shall have received the balance of all upfront fees
     agreed upon by the Borrower and the Administrative Agent and required to be
     paid by the Borrower.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing,

<PAGE>
                                                                              35


the obligations of the Lenders to make Loans hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 8.02) on or prior to December 14, 2007 (and, in the event
such conditions are not so satisfied or waived, the Commitments shall terminate
at such time).

     SECTION 4.02. Each Credit Event. The obligation of each Lender to make a
Loan on the occasion of any Borrowing is subject to the satisfaction of the
following conditions:

     (a) The representations and warranties of the Borrower set forth in this
Agreement (other than those set forth in Sections 3.04(b), 3.05 and 3.13) shall
be true and correct on and as of the date of such Borrowing.

     (b) At the time of and immediately after giving effect to such Borrowing,
no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in paragraphs (a)
and (b) of this Section.

                                    ARTICLE V

                                    Covenants
                                    ---------

     Until the Commitments have expired or been terminated and the principal of
and interest on each Loan and all fees and other amounts payable hereunder shall
have been paid in full, the Borrower covenants and agrees with the Lenders that:

     SECTION 5.01. Information. The Borrower will deliver to each of the
Lenders:

          (a)  as soon as available and in any event within 90 days after the
     end of each Fiscal Year, a consolidated balance sheet of the Borrower and
     its Consolidated Subsidiaries as of the end of such Fiscal Year and the
     related consolidated statements of income, 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 certified by Ernst & Young
     LLP or other independent public accountants of nationally recognized
     standing, with such certification to be free of exceptions and
     qualifications not acceptable to the Required Lenders;

          (b)  as soon as available and in any event within 45 days after the
     end of each of the first three Fiscal Quarters of each Fiscal Year, a
     consolidated balance sheet of the Borrower and its Consolidated
     Subsidiaries as of the end of such Fiscal Quarter and the related
     statements of income and cash flows for such Fiscal Quarter and for the
     portion of the Fiscal Year ended at the end of such Fiscal Quarter, setting
     forth in each case in comparative form the figures for the corresponding
     Fiscal Quarter and the corresponding portion of the previous Fiscal Year,
     all certified (subject to normal year-end adjustments) as to fairness of

<PAGE>
                                                                              36


     presentation, GAAP and consistency by the chief financial officer, the
     treasurer or the chief accounting officer of the Borrower;

          (c)  simultaneously with the delivery of each set of financial
     statements referred to in clauses (a) and (b) above, a certificate of the
     chief financial officer, the treasurer or the chief accounting officer of
     the Borrower substantially in the form of Exhibit C (a "Compliance
     Certificate") (i) setting forth in reasonable detail the calculations
     required to establish whether the Borrower was in compliance with the
     requirements of Sections 5.03, 5.04, 5.06, 5.08, 5.11(d) and 5.21 on the
     date of such financial statements, (ii) stating whether any Default exists
     on the date of such certificate and, if any Default then exists, setting
     forth the details thereof and the action which the Borrower is taking or
     proposes to take with respect thereto, (iii) containing the certification
     required by Section 5.01(b), and (iv) listing any new Subsidiaries not
     listed on Schedule 3.08 or in any prior Compliance Certificate;

          (d)  simultaneously with the delivery of each set of annual financial
     statements referred to in clause (a) above, a statement of the firm of
     independent public accountants which reported on such statements to the
     effect that nothing has come to their attention to cause them to believe
     that any Default under any of Sections 5.03, 5.04 and 5.11(d) existed on
     the date of such financial statements;

          (e)  within five Business Days after the chief executive officer,
     chief operating officer, chief financial officer, chief accounting officer
     or treasurer of the Borrower becomes aware of the occurrence of any
     Default, a certificate of the chief financial officer, treasurer or the
     chief accounting officer of the Borrower setting forth the details thereof
     and the action which the Borrower is taking or proposes to take with
     respect thereto;

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

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

          (h)  if and when the Borrower or any member of the Controlled Group
     (i) gives or is required to give notice to the PBGC of any "reportable
     event" (as defined in Section 4043 of ERISA) with respect to any Plan which
     might constitute grounds for a termination of such Plan under Title IV of
     ERISA, or knows that the plan administrator of any Plan has given or is
     required to give notice of any such reportable event, a copy of the notice
     of such reportable event given or required to be given to the PBGC; (ii)
     receives notice of complete or partial Withdrawal Liability under Title IV
     of ERISA, a copy of such notice; or

<PAGE>
                                                                              37


     (iii) receives notice from the PBGC under Title IV of ERISA of an intent to
     terminate or appoint a trustee to administer any Plan, a copy of such
     notice;

          (i)  promptly after the Borrower knows of the commencement thereof,
     notice of any litigation or other legal proceeding involving a claim
     against the Borrower and/or any Subsidiary for $10,000,000 or more in
     excess of amounts covered in full by applicable insurance; and

          (j)  from time to time such additional information regarding the
     financial position or business of the Borrower and its Subsidiaries as the
     Administrative Agent, at the request of any Lender, may reasonably request.

     SECTION 5.02. Inspection of Property, Books and Records. The Borrower will
(i) keep, and will cause each Subsidiary to keep, proper books of record and
account in which full, true and correct entries in conformity with GAAP shall be
made of all dealings and transactions in relation to its business and
activities; and (ii) permit, and will cause each Subsidiary to permit,
representatives of any Lender at such Lender's expense prior to the occurrence
of an Event of Default and at the Borrower's expense after the occurrence of an
Event of Default to visit and inspect any of their respective properties, to
examine and make abstracts from any of their respective books and records and to
discuss their respective affairs, finances and accounts with their respective
officers, employees and independent public accountants. The Borrower agrees to
cooperate and assist in such visits and inspections, in each case at such
reasonable times and as often as may reasonably be desired.

     SECTION 5.03. Ratio of Consolidated Debt to Consolidated EBITDA. The ratio
of Consolidated Debt at any date to Consolidated EBITDA for the period of four
consecutive Fiscal Quarters ended on or most recently prior to such date will
not exceed the ratio of 3.50 to 1.00.

     SECTION 5.04. Minimum Shareholders' Equity. Shareholders' Equity will at no
time be less than $850,000,000 plus the sum of (i) 50% of the cumulative
Reported Net Income of the Borrower and its Consolidated Subsidiaries during any
period after October 27, 2006 (taken as one accounting period), calculated
quarterly but excluding from such calculations of Reported Net Income for
purposes of this clause (i) any quarter in which the Consolidated Net Income of
the Borrower and its Consolidated Subsidiaries is negative, and (ii) 100% of the
cumulative Net Proceeds of Capital Stock/Conversion of Debt received during any
period after the date hereof, calculated quarterly.

     SECTION 5.05. Restricted Payments. The Borrower will not declare or make
any Restricted Payment during any Fiscal Year, except for stock repurchases and
dividends approved by the Board of Directors of the Borrower.

     SECTION 5.06. Loans or Advances. Neither the Borrower nor any of its
Subsidiaries shall make loans or advances to any Person except: (i) loans or
advances to employees not exceeding $10,000,000 in the aggregate at any time
outstanding made

<PAGE>
                                                                              38


in the ordinary course of business; (ii) deposits required by government
agencies or public utilities; (iii) loans or advances to the Borrower or any
Subsidiary Guarantor; (iv) Prepaid Rebates; and (v) loans, advances or deposits
other than those permitted by clauses (i) through (iv) of this Section not
exceeding 10% of Consolidated Total Assets in the aggregate at any time
outstanding, provided that after giving effect to the making of any loans,
advances or deposits permitted by clause (i), (ii), (iii), (iv) or (v) of this
Section, no Default shall have occurred and be continuing.

     SECTION 5.07. Acquisitions. Neither the Borrower nor any of its
Subsidiaries shall make any Acquisitions, provided, that Permitted Acquisitions
may be made if, after giving effect thereto, no Default or Event of Default
would be caused thereby (giving effect to such Permitted Acquisitions on a pro
forma basis as to financial covenants as if they had occurred on each relevant
date or at the beginning of each relevant period).

     SECTION 5.08. Negative Pledge. Neither the Borrower nor any Consolidated
Subsidiary will create, assume or suffer to exist any Lien on any asset now
owned or hereafter acquired by it, except:

          (a)  Liens existing on the date of this Agreement securing Debt
     outstanding on the date of this Agreement in an aggregate principal amount
     not exceeding $10,000,000;

          (b)  any Lien existing on any asset of any corporation at the time
     such corporation becomes a Consolidated Subsidiary and not created in
     contemplation of such event;

          (c)  any Lien on any asset (other than Equity Interests, Debt or
     inventory) securing Debt incurred or assumed for the purpose of financing
     all or any part of the cost of acquiring or constructing such asset,
     provided that such Lien attaches to such asset concurrently with or within
     18 months after the acquisition or completion of construction thereof;

          (d)  any Lien on any asset of any corporation existing at the time
     such corporation is merged or consolidated with or into the Borrower or a
     Consolidated Subsidiary and not created in contemplation of such event;

          (e)  any Lien existing on any asset prior to the acquisition thereof
     by the Borrower or a Consolidated Subsidiary and not created in
     contemplation of such acquisition;

          (f)  Liens securing Debt owing by any Subsidiary to the Borrower or
     any Subsidiary Guarantor;

          (g)  any Lien arising out of the refinancing, extension, renewal or
     refunding of any Debt secured by any Lien permitted by any of the foregoing
     clauses of this Section, provided that (i) such Debt is not secured by any

<PAGE>
                                                                              39


     additional assets, and (ii) the amount of such Debt secured by any such
     Lien is not increased;

          (h)  Liens incidental to the conduct of its business or the ownership
     of its assets which (i) do not secure Debt and (ii) do not in the aggregate
     materially detract from the value of its assets or materially impair the
     use thereof in the operation of its business;

          (i)  any Lien on Excess Margin Stock; and

          (j)  Liens not otherwise permitted by the foregoing clauses of this
     Section securing Debt (other than Loans) in an aggregate principal amount
     at any time outstanding which, together with the amount of Debt secured by
     Liens permitted by the foregoing paragraphs (a) through (i), does not
     exceed 10% of Consolidated Total Assets.

     SECTION 5.09. Maintenance of Existence. The Borrower shall, and shall cause
each Subsidiary Guarantor to, maintain its corporate existence and carry on its
business in substantially the same manner and in substantially the same fields
in which such business is now carried on, except as permitted by Section 5.11.

     SECTION 5.10. Dissolution. Neither the Borrower nor any Subsidiary
Guarantor shall suffer or permit dissolution or liquidation either in whole or
in part or redeem or retire any shares of its own stock or that of any
Subsidiary, except (i) through a corporate reorganization permitted by Section
5.11 or (ii) Restricted Payments permitted by Section 5.05.

     SECTION 5.11. Consolidations, Mergers and Sales of Assets. The Borrower
will not, nor will it permit any Subsidiary to, consolidate or merge with or
into, or sell, lease or otherwise transfer all or any substantial part of its
assets (other than Excess Margin Stock) to, any other Person, or discontinue or
eliminate any business line or segment, provided that (a) the Borrower may merge
with another Person if (i) such Person was organized under the laws of the
United States of America or one of its states, (ii) the Borrower is the
corporation surviving such merger and (iii) immediately after giving effect to
such merger, no Default shall have occurred and be continuing, (b) Subsidiaries
of the Borrower may merge with one another, or with and into the Borrower where
the Borrower is the corporation surviving such merger, (c) Subsidiary Guarantors
may transfer assets among themselves, (d) the foregoing limitation on the sale,
lease or other transfer of assets and on the discontinuation or elimination of a
business line or segment shall not apply to loans or advances permitted by
Section 5.06 or prohibit, during any Fiscal Quarter, a transfer of assets or the
discontinuance or elimination of a business line or segment (in a single
transaction or in a series of related transactions) unless the aggregate assets
to be so transferred or utilized in a business line or segment to be so
discontinued, when combined with all other assets transferred (other than
inventory sold in the ordinary course of business), and all other assets
utilized in all other business lines or segments discontinued, during such
Fiscal Quarter and the immediately preceding three Fiscal Quarters contributed
more than 20% of Consolidated Operating

<PAGE>
                                                                              40


Profits during the four consecutive Fiscal Quarters immediately preceding such
Fiscal Quarter and (e) the Borrower and any Subsidiary Guarantor may sell
inventory in the ordinary course of business.

     SECTION 5.12. Use of Proceeds. The proceeds of the Loans will be used only
for the purposes referred to in the preamble to this Agreement. No portion of
the proceeds of the Loans will be used by the Borrower or any Subsidiary (i)
directly or indirectly, for the purpose, whether immediate, incidental or
ultimate, of purchasing or carrying any Margin Stock, or (ii) for any purpose in
violation of any applicable law or regulation.

     SECTION 5.13. Compliance with Laws; Payment of Taxes. (a) The Borrower
will, and will cause each of its Subsidiaries and each member of the Controlled
Group to, comply with applicable laws (including but not limited to ERISA and
Environmental Requirements), regulations and similar requirements of
Governmental Authorities (including but not limited to PBGC), except where the
necessity of such compliance is being contested in good faith through
appropriate proceedings diligently pursued. The Borrower will, and will cause
each of its Subsidiaries to, pay promptly when due all taxes, assessments,
governmental charges, claims for labor, supplies, rent and other obligations
which, if unpaid, might become a lien against the property of the Borrower or
any Subsidiary, except liabilities being contested in good faith by appropriate
proceedings diligently pursued and against which the Borrower shall have set up
reserves in accordance with GAAP.

     (b)  The Borrower shall not permit the aggregate complete or partial
Withdrawal Liability under Title IV of ERISA with respect to Multiemployer Plans
incurred by the Borrower and members of the Controlled Group to exceed
$10,000,000 at any time. For purposes of this Section 5.13(b), the amount of
Withdrawal Liability of the Borrower and members of the Controlled Group at any
date shall be the aggregate present value of the amount claimed to have been
incurred less any portion thereof which the Borrower and members of the
Controlled Group have paid or as to which the Borrower reasonably believes,
after appropriate consideration of possible adjustments arising under Sections
4219 and 4221 of ERISA, it and members of the Controlled Group will have no
liability.

     SECTION 5.14. Insurance. The Borrower will maintain, and will cause each of
its Subsidiaries to maintain (either in the name of the Borrower or in such
Subsidiary's own name), with financially sound and reputable insurance
companies, insurance on all its Property in at least such amounts and against at
least such risks as are usually insured against in the same general area by
companies of established repute engaged in the same or similar business.

     SECTION 5.15. Change in Fiscal Year. The Borrower will not change its
Fiscal Year without the consent of the Required Lenders.

<PAGE>
                                                                              41


     SECTION 5.16. Maintenance of Property. The Borrower shall, and shall cause
each Subsidiary to, maintain all of its material properties and assets in good
condition, repair and working order, ordinary wear and tear excepted.

     SECTION 5.17. Environmental Notices. The Borrower shall furnish to the
Lenders and the Administrative Agent prompt written notice of all material
Environmental Liabilities, Environmental Notices and Environmental Judgments and
Orders and pending, threatened or anticipated Environmental Proceedings relating
to the Borrower, any of its Subsidiaries or the Properties.

     SECTION 5.18. Environmental Matters. The Borrower and its Subsidiaries will
not, and will not permit any Third Party to, use, produce, manufacture, process,
treat, recycle, generate, store, dispose of, manage at, or otherwise handle or
ship or transport to or from the Properties any Hazardous Materials except for
Hazardous Materials used, produced, manufactured, processed, treated, recycled,
generated, stored, disposed, managed or otherwise handled, to the best knowledge
of the Borrower, in compliance with all applicable Environmental Requirements,
except where the failure to comply could not (individually or in the aggregate)
reasonably be expected to have or cause a Material Adverse Effect.

     SECTION 5.19. Environmental Release. The Borrower agrees that upon the
occurrence of an Environmental Release at or on any of the Properties it will
act immediately to investigate the extent of, and to take appropriate remedial
action with respect to, such Environmental Release, whether or not ordered or
otherwise directed to do so by any Environmental Authority.

     SECTION 5.20. Transactions with Affiliates. Neither the Borrower nor any of
its Subsidiaries shall enter into, or be a party to, any material transaction
with any Affiliate of the Borrower or such Subsidiary (which Affiliate is not a
Subsidiary Guarantor), except as permitted by law and in the ordinary course of
business and pursuant to reasonable terms no less favorable to the Borrower or
such Subsidiary than would be obtained in a comparable arm's length transaction
with a Person which is not an Affiliate.

     SECTION 5.21. Limitation on Subsidiary Debt. The Borrower shall not permit
the outstanding principal amount of Debt of the Subsidiaries (other than (i)
Debt owed to the Borrower or any Subsidiary Guarantor and (ii) Debt owed under
this Agreement or any other Loan Document) at any time to exceed, in the
aggregate, 10% of Consolidated Total Assets, provided that Debt outstanding
under the Lilly Securities shall not be included in the determination of the
Subsidiaries' "Debt" under this Section.

     SECTION 5.22. Subsidiary Guarantors. (a) The Borrower shall cause each
Domestic Material Subsidiary that is not already a Subsidiary Guarantor to
become a party to, and agree to be bound by the terms of, the Guarantee
Agreement and the Indemnity, Subrogation and Contribution Agreement pursuant to
an instrument in form and substance satisfactory to the Administrative Agent
executed and delivered to the Administrative Agent by such Domestic Material
Subsidiary as promptly as practicable

<PAGE>
                                                                              42


and in any event within 20 Business Days after the day on which it becomes a
Domestic Material Subsidiary. The Borrower shall also cause the items specified
in Sections 4.01(b) and (c) to be delivered to the Administrative Agent
concurrently with the instrument referred to above, modified appropriately to
refer to such instrument and such Domestic Material Subsidiary.

     (b)  Once any Subsidiary becomes a Domestic Material Subsidiary and a party
to the Guarantee Agreement and the Indemnity, Subrogation and Contribution
Agreement, such Subsidiary thereafter shall remain a party to and a guarantor
under the Guarantee Agreement and the Indemnity, Subrogation and Contribution
Agreement without regard to the amount of its Total Assets on any day or
Operating Profits for any period.

                                   ARTICLE VI

                                Events of Default
                                -----------------

     SECTION 6.01. Events of Default. If one or more of the following events
("Events of Default") shall have occurred and be continuing:

          (a)  the Borrower shall fail to pay when due any principal of any Loan
     or shall fail to pay any interest on any Loan within five Business Days
     after such interest shall become due, or shall fail to pay any fee or other
     amount payable hereunder within five Business Days after such fee or other
     amount becomes due; or

          (b)  the Borrower shall fail to observe or perform any covenant
     contained in Section 5.01(e), 5.02(ii), 5.03, 5.04, 5.08, 5.09, 5.10 or
     5.11; or

          (c)  the Borrower shall fail to observe or perform any covenant or
     agreement contained or incorporated by reference in this Agreement (other
     than those covered by clause (a) or (b) above) or any other Loan Document
     for thirty days after the earlier of (i) the first day on which the
     Borrower has knowledge of such failure or (ii) written notice thereof has
     been given to the Borrower by the Administrative Agent at the request of
     any Lender; or

          (d)  any representation, warranty, certification or statement made or
     deemed made by the Borrower in Article III of this Agreement, or by any
     Subsidiary Guarantor in Section 8 of the Guarantee Agreement, or by the
     Borrower in any certificate, financial statement or other document
     delivered pursuant to this Agreement or any Loan Document shall prove to
     have been incorrect or misleading in any material respect when made (or
     deemed made); or

          (e)  the Borrower or any Subsidiary shall fail to make any payment in
     respect of Debt outstanding in an aggregate principal amount in excess of
     $10,000,000 (other than the Loans) when due or within any applicable grace
     period; or

<PAGE>
                                                                              43


          (f)  any event or condition shall occur which results in the
     acceleration of the maturity of Debt of the Borrower or any Subsidiary in
     an aggregate principal amount in excess of $10,000,000 or the mandatory
     prepayment or purchase of such Debt by the Borrower (or its designee) or
     such Subsidiary (or its designee) prior to the scheduled maturity thereof,
     or enables (or, with the giving of notice or lapse of time or both, would
     enable) the holders of such Debt or any Person acting on such holders'
     behalf to accelerate the maturity thereof or require the mandatory
     prepayment or purchase thereof prior to the scheduled maturity thereof,
     without regard to whether such holders or other Person shall have exercised
     or waived their right to do so; or

          (g)  the Borrower or any Subsidiary shall commence a voluntary case or
     other proceeding seeking liquidation, reorganization or other relief with
     respect to itself or its debts under any bankruptcy, insolvency or other
     similar law now or hereafter in effect or seeking the appointment of a
     trustee, receiver, liquidator, custodian or other similar official of it or
     any substantial part of its property, or shall consent to any such relief
     or to the appointment of or taking possession by any such official in an
     involuntary case or other proceeding commenced against it, or shall make a
     general assignment for the benefit of creditors, or shall fail generally,
     or shall admit in writing its inability, to pay its debts as they become
     due, or shall take any corporate action to authorize any of the foregoing;
     or

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

          (i)  the Borrower or any member of the Controlled Group shall fail to
     pay when due any material amount which it shall have become liable to pay
     to the PBGC or to a Plan under Title IV of ERISA; or notice of intent to
     terminate a Plan or Plans shall be filed under Title IV of ERISA by the
     Borrower, any member of the Controlled Group, any plan administrator or any
     combination of the foregoing; or the PBGC shall institute proceedings under
     Title IV of ERISA to terminate or to cause a trustee to be appointed to
     administer any such Plan or Plans or a proceeding shall be instituted by a
     fiduciary of any such Plan or Plans to enforce Section 515 or 4219(c)(5) of
     ERISA and such proceeding shall not have been dismissed within 30 days
     thereafter; or a condition shall exist by reason of which the PBGC would be
     entitled to obtain a decree adjudicating that any such Plan or Plans must
     be terminated; or

          (j)  one or more judgments or orders for the payment of money in an
     aggregate amount in excess of $10,000,000 shall be rendered against the

<PAGE>
                                                                              44


     Borrower or any Subsidiary and the Borrower or such Subsidiary shall not
     discharge the same in accordance with its terms or procure a stay of
     execution thereof within 30 days from the date of entry thereof, and within
     such period of 30 days, or such longer period during which execution of
     such judgment shall have been stayed, appeal therefrom and cause the
     execution thereof to be stayed during such appeal; or

          (k)  a federal tax lien shall be filed against the Borrower or any
     Subsidiary under Section 6323 of the Code or a lien of the PBGC shall be
     filed against the Borrower or any Subsidiary under Section 4068 of ERISA
     and in either case such lien shall remain undischarged for a period of 25
     days after the date of filing; or

          (l)  (i) any Person or two or more Persons acting in concert shall
     have acquired beneficial ownership (within the meaning of Rule 13d-3 of the
     Securities and Exchange Commission under the Securities Exchange Act of
     1934) of 30% or more of the outstanding shares of the voting stock of the
     Borrower; or (ii) as of any date a majority of the Board of Directors of
     the Borrower shall consist of individuals who were not either (A) directors
     of the Borrower as of the corresponding date of the previous year, (B)
     selected or nominated to become directors by the Board of Directors of the
     Borrower of which a majority consisted of individuals described in clause
     (A), or (C) selected or nominated to become directors by the Board of
     Directors of the Borrower of which a majority consisted of individuals
     described in clause (A) or individuals described in clause (B); or

          (m)  any provision of the Guarantee Agreement shall for any reason
     cease to be valid and binding on any Subsidiary Guarantor, or any
     Subsidiary Guarantor (or any Person acting on behalf of any Subsidiary
     Guarantor) shall deny or disaffirm its obligations under the Guarantee
     Agreement; or

          (n)  an "Event of Default" shall occur as defined in the Five-Year
     Credit Agreement.

then, and in every such event, the Administrative Agent shall (i) if requested
by the Required Lenders, by notice to the Borrower terminate the Commitments and
they shall thereupon terminate, and (ii) if requested by the Required Lenders,
by notice to the Borrower declare the Loans (together with accrued interest
thereon) and all other amounts payable hereunder and under the other Loan
Documents to be, and the Loans (together with all accrued interest thereon) and
all other amounts payable hereunder and under the other Loan Documents shall
thereupon become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower; provided that if any Event of Default specified in clause (g) or (h)
above occurs with respect to the Borrower, without any notice to the Borrower or
any other act by the Administrative Agent or the Lenders, the Commitments shall
thereupon automatically terminate and the Loans (together with accrued interest
thereon) and all other amounts payable hereunder and under the other Loan
Documents shall automatically become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower.

<PAGE>
                                                                              45

Notwithstanding the foregoing, the Administrative Agent shall have available to
it all other remedies at law or equity, and shall exercise any one or all of
them at the request of the Required Lenders.

     SECTION 6.02. Notice of Default. The Administrative Agent shall give notice
to the Borrower of any Default under Section 6.01(c) promptly upon being
requested to do so by any Lender and shall thereupon notify all the Lenders
thereof.

                                   ARTICLE VII

                            The Administrative Agent
                            ------------------------

     In order to expedite the transactions contemplated by this Agreement, JPMCB
is hereby appointed to act as Administrative Agent on behalf of the Lenders.
Each of the Lenders and each assignee of any such Lender hereby irrevocably
authorizes the Administrative Agent to take such actions on behalf of such
Lender or assignee and to exercise such powers as are delegated to the
Administrative Agent by the terms of the Loan Documents, together with such
actions and powers as are reasonably incidental thereto.

     With respect to the Loans made by it hereunder, the Administrative Agent in
its individual capacity and not as the Administrative Agent shall have the same
rights and powers as any other Lender and may exercise the same as though it
were not the Administrative Agent, and the Administrative Agent and its
Affiliates in their respective individual capacities may accept deposits from,
lend money to and generally engage in any kind of business with the Borrower or
any Subsidiary or other Affiliate thereof as if it were not the Administrative
Agent.

     The Administrative Agent shall not have any duties or obligations except
those expressly set forth in the Loan Documents. Without limiting the generality
of the foregoing, (a) the Administrative Agent shall not be subject to any
fiduciary or other implied duties, regardless of whether a Default has occurred
and is continuing, (b) the Administrative Agent shall not have any duty to take
any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent is required to exercise in writing by the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 8.02), and (c) except as
expressly set forth in the Loan Documents, the Administrative Agent shall not
have any duty to disclose, and the Administrative Agent shall not be liable for
the failure to disclose, any information relating to the Borrower or any of its
Subsidiaries that is communicated to or obtained by the institution serving as
the Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 8.02) or in the absence of its own gross negligence or
wilful misconduct. The Administrative Agent shall not be deemed to have
knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent

<PAGE>
                                                                              46


by the Borrower or a Lender, and the Administrative Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with the Loan Documents,
(ii) the contents of any certificate, report or other document delivered
hereunder or in connection herewith, (iii) the performance or observance of any
of the covenants, agreements or other terms or conditions set forth herein or
therein, (iv) the validity, enforceability, effectiveness or genuineness of the
Loan Documents or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein or in
any other Loan Document, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.

     The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it in good faith to
be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it in good faith to be made by the proper Person, and
shall not incur any liability for relying thereon. The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

     The Administrative Agent may perform any and all its duties and exercise
its rights and powers by or through any one or more sub-agents appointed by the
Administrative Agent. The Administrative Agent and any such sub-agent may
perform any and all its duties and exercise its rights and powers through their
respective Related Parties. The exculpatory provisions of the preceding
paragraphs and the provisions of Section 8.03 shall apply to any such sub-agent
and to the Related Parties of the Administrative Agent and any such sub-agent,
and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities
as the Administrative Agent.

     Subject to the appointment and acceptance of a successor Administrative
Agent as provided in this paragraph, the Administrative Agent may resign at any
time by notifying the Lenders and the Borrower. Upon any such resignation, the
Required Lenders shall have the right, in consultation with the Borrower, to
appoint a successor. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after
the retiring Administrative Agent gives notice of its resignation, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent which shall be a bank with an office in New York, New York,
or an Affiliate of any such bank. Upon the acceptance of its appointment as
Administrative Agent hereunder by a successor, such successor shall succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder. The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor. After the

<PAGE>
                                                                              47


Administrative Agent's resignation hereunder, the provisions of this Article and
Section 8.03 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was
acting as the Administrative Agent.

     Each Lender acknowledges that it has, independently and without reliance
upon the Administrative Agent or any other Lender 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 Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it shall from time
to time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement or any other Loan Document or
any related agreement or any document furnished hereunder or thereunder.

     The institutions named as Syndication Agent and Co-Documentation Agents in
the heading of this Agreement shall not, in their respective capacities as such,
have any duties or responsibilities of any kind under this Agreement.

                                  ARTICLE VIII

                                  Miscellaneous
                                  -------------

     SECTION 8.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by facsimile, as follows:

          (a) if to the Borrower, to it at 1101 South Third Street, Minneapolis,
     MN 55415, Attention of Tyler Treat, Assistant Treasurer (Facsimile No.
     (612) 375-7748);

          (b) if to any Subsidiary Guarantor, to it in care of the Borrower as
     provided in paragraph (a) above;

          (c) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., Loan
     and Agency Services Group, 10 South Dearborn, 19th Floor, Chicago, IL
     60670, Attention of Nanette Wilson (Facsimile No. (312) 385-7101); and

          (d) if to any other Lender, to it at its address (or facsimile number)
     set forth in its Administrative Questionnaire.

Any party hereto may change its address or facsimile number for notices and
other communications hereunder by notice to the other parties hereto. All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.

<PAGE>
48


     SECTION 8.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent or any Lender in exercising any right or power hereunder or
under any other Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Administrative Agent and the Lenders hereunder and under the
other Loan Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of any Loan
Document or consent to any departure by the Borrower or any Subsidiary Guarantor
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall not
be construed as a waiver of any Default, regardless of whether the
Administrative Agent or any Lender may have had notice or knowledge of such
Default at the time.

     (b)  Neither this Agreement nor any of the Loan Documents nor any provision
hereof or thereof may be waived, amended or modified except pursuant to an
agreement or agreements in writing entered into by the Borrower and the Required
Lenders or by the Borrower and the Administrative Agent with the consent of the
Required Lenders; provided that no such agreement shall (i) increase the
Commitment of any Lender without the written consent of such Lender, (ii) reduce
the principal amount of any Loan or reduce the rate of interest thereon, or
reduce any fees payable hereunder, without the written consent of each Lender
affected thereby, (iii) postpone the scheduled date of payment of the principal
amount of any Loan, or any interest thereon, or any fees payable hereunder, or
reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any Commitment, without the written consent of
each Lender affected thereby, (iv) change Section 2.15(b) or (c) in a manner
that would alter the pro rata sharing of payments required thereby without the
written consent of each Lender, (v) change any of the provisions of this Section
or the definition of "Required Lenders" or any other provision of any Loan
Document specifying the number or percentage of Lenders required to waive, amend
or modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender, (vi) release any of the
Subsidiary Guarantors from their obligations under the Guarantee Agreement
without the consent of each Lender, or (vii) change any provisions of any Loan
Document in a manner that by its terms adversely affects the rights in respect
of payments due to Lenders holding Loans differently than those of Lenders
holding Loans without the written consent of Lenders holding a majority in
interest of the outstanding Loans and unused Commitments; provided further that
(A) no such agreement shall amend, modify or otherwise affect the rights or
duties of the Administrative Agent hereunder without the prior written consent
of the Administrative Agent and (B) any waiver, amendment or modification of
this Agreement that by its terms affects the rights or duties under this
Agreement of the Lenders may be effected by an agreement or agreements in
writing entered into by the Borrower and the requisite percentage in interest of
the Lenders.

<PAGE>
                                                                              49


     SECTION 8.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower shall
pay (i) all reasonable out-of-pocket expenses incurred by the Administrative
Agent and each of its Affiliates, including the reasonable fees, charges and
disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative
Agent, in connection with the syndication of the credit facilities provided for
herein, the preparation and administration of this Agreement or the other Loan
Documents or any amendments, modifications or waivers of the provisions hereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated) and (ii) all out-of-pocket expenses incurred by the Administrative
Agent and any Lender, including the reasonable fees, charges and disbursements
of any counsel for the Administrative Agent and any Lender, in connection with
the enforcement or protection of its rights in connection with any Loan
Document, including its rights under this Section, or in connection with the
Loans made hereunder, including all such out-of-pocket expenses incurred during
any workout, restructuring or negotiations in respect of such Loans.

     (b)  The Borrower agrees to indemnify the Administrative Agent and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses, including
the reasonable fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of this
Agreement or any other Loan Document, or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their
respective obligations hereunder or the consummation of the Transactions or any
other transactions contemplated hereby, (ii) any Loan or the use of the proceeds
therefrom or any transaction in which such proceeds are used, (iii) any actual
or alleged presence or Environmental Release of Hazardous Materials on or from
any property currently or formerly owned or operated by the Borrower or any of
its Subsidiaries or Affiliates, or any Environmental Liability related in any
way to the Borrower or any of its Subsidiaries or Affiliates or their respective
predecessors, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory and regardless of whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
are finally determined by a court of competent jurisdiction to have resulted
from the gross negligence or wilful misconduct of such Indemnitee.

     (c)  To the extent that the Borrower fails to pay any amount required to be
paid by it to the Administrative Agent under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent such
Lender's Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent in its capacity as such.

     (d)  To the extent permitted by applicable law, the Borrower shall not
assert, and the Borrower hereby waives, any claim against any Indemnitee, on any
theory

<PAGE>
                                                                              50


of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as a
result of, this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby, the Transactions, any Loan or the use of the
proceeds thereof.

     (e)  All amounts due under this Section shall be payable promptly after
written demand therefor.

     SECTION 8.04. 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 permitted assigns, except that the Borrower may not
assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of each Lender (and any attempted assignment or
transfer by the Borrower without such consent shall be null and void). Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

     (b)  Any Lender may assign by novation to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that
(i) except in the case of an assignment to a Lender or an Affiliate of a Lender,
each of the Borrower and the Administrative Agent must give their prior written
consent to such assignment, which consent shall not be unreasonably withheld,
(ii) except in the case of an assignment to a Lender or an Affiliate of a Lender
or an assignment of the entire remaining amount of the assigning Lender's
Commitment, the amount of the Commitment of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent) shall not
be less than $5,000,000 unless each of the Borrower and the Administrative Agent
otherwise consent, (iii) each partial assignment shall be made as an assignment
of a proportionate part of all the assigning Lender's rights and obligations
under this Agreement, (iv) the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee of $3,500, and (v) the assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire; and provided further that any consent of the Borrower otherwise
required under this paragraph shall not be required if a Default or an Event of
Default has occurred and is continuing. Subject to acceptance and recording
thereof pursuant to paragraph (d) of this Section, from and after the effective
date specified in each Assignment and Assumption the assignee thereunder shall
be a party hereto and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto

<PAGE>
                                                                              51


but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14
and 8.03). Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this paragraph shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (e) of this Section.

     (c) The Administrative Agent, acting for this purpose as an agent of the
Borrower, shall maintain at one of its offices in The City of New York a copy of
each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive absent manifest error, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

     (d) Upon its receipt of a duly completed Assignment and Assumption executed
by an assigning Lender and an assignee, the assignee's completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section and
any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption
and promptly record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

     (e) Any Lender may, without the consent of the Borrower or the
Administrative Agent sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); provided that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 8.02(b) that affects such Participant.
Subject to paragraph (f) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 8.08 as
though it

<PAGE>
                                                                              52


were a Lender, provided such Participant agrees to be subject to Section 2.15(c)
as though it were a Lender.

     (f) A Participant shall not be entitled to receive any greater payment
under Section 2.12, 2.13 or 2.14 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.14 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
2.14(e) as though it were a Lender.

     (g) Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or assignment
of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.

     (h) Notwithstanding anything to the contrary contained herein, any Lender
(a "Granting Lender") may grant to a special purpose funding vehicle (an "SPC"),
identified as such in writing from time to time by the Granting Lender to the
Administrative Agent and the Borrower, the option to provide to the Borrower all
or any part of any Loan that such Granting Lender would otherwise be obligated
to make to the Borrower pursuant to this Agreement; provided that (i) nothing
herein shall constitute a commitment by any SPC to make any Loan, (ii) nothing
herein shall relieve the Granting Lender of liability for the performance or
nonperformance by the SPC of the obligations of the Granting Lender under this
Agreement. The making of a Loan by an SPC hereunder shall utilize the Commitment
of the Granting Lender to the same extent, and as if, such Loan were made by
such Granting Lender. Each party hereto hereby agrees that no SPC shall be
liable for any indemnity or similar payment obligation under this Agreement (all
liability for which shall remain with the Granting Lender). In furtherance of
the foregoing, each party hereto hereby agrees (which agreement shall survive
the termination of this Agreement) that, prior to the date that is one year and
one day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against, or join any other
person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States of America or any State thereof. In addition, notwithstanding anything to
the contrary contained in this Section 8.04, any SPC may (i) with notice to, but
without the prior written consent of, the Borrower and the Administrative Agent
and without paying any processing fee therefor, assign all or a portion of its
interests in any Loans to the Granting Lender or to any financial institution
(consented to by the Borrower and Administrative Agent) providing liquidity
and/or credit support to or for the account of such SPC to support the funding
or maintenance of Loans and (ii) disclose on a confidential basis any non-public
information relating to its

<PAGE>
                                                                              53


Loans to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPC.

     SECTION 8.05. Survival. All covenants, agreements, representations and
warranties made by the Borrower herein or in any other Loan Document and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and thereto and shall survive the
execution and delivery of this Agreement and any other Loan Document 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
Lender 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 or any other Loan Document is outstanding and unpaid and so long as
the Commitments have not expired or terminated. The provisions of Sections 2.12,
2.13, 2.14 and 8.03 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 other Loan Document or any provision
hereof or thereof.

     SECTION 8.06. Counterparts; Integration; Effectiveness. This Agreement may
be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other
Loan Documents and any separate letter agreements with respect to fees payable
to the Administrative Agent constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by facsimile or other electronic imaging
means shall be effective as delivery of a manually executed counterpart of this
Agreement.

     SECTION 8.07. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

     SECTION 8.08. Right of Setoff. If an Event of Default shall have occurred
and be continuing, each Lender and each of its Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to
set off and apply

<PAGE>
                                                                              54


any and all deposits (general or special, time or demand, provisional or final)
at any time held and other obligations at any time owing by such Lender or
Affiliate to or for the credit or the account of the Borrower against any of and
all the obligations of the Borrower now or hereafter existing under this
Agreement held by such Lender, irrespective of whether or not such Lender shall
have made any demand under this Agreement and although such obligations may be
unmatured. The rights of each Lender under this Section are in addition to other
rights and remedies (including other rights of setoff) which such Lender may
have.

     SECTION 8.09. Governing Law; Jurisdiction; Consent to Service of Process.
(a) This Agreement shall be construed in accordance with and governed by the law
of the State of New York.

     (b) The Borrower hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of the Supreme Court of the
State of New York sitting in New York County and of the United States District
Court of the Southern District of New York, and any appellate court from any
thereof, in any action or proceeding arising out of or relating to any Loan
Document, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent permitted by law, in such Federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that the Administrative Agent or any Lender may otherwise have
to bring any action or proceeding relating to this Agreement or any other Loan
Document against the Borrower or its properties in the courts of any
jurisdiction.

     (c) The Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or any other Loan Document in any
court referred to in paragraph (b) of this Section. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.

     (d) Each party to this Agreement irrevocably consents to service of process
in the manner provided for notices in Section 8.01. Nothing in this Agreement or
any other Loan Document will affect the right of any party to this Agreement to
serve process in any other manner permitted by law.

     SECTION 8.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY (WHETHER BASED ON

<PAGE>
                                                                              55


CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     SECTION 8.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

     SECTION 8.12. Confidentiality. Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section,
to (i) any assignee of or participant in, or any prospective assignee of or
participant in, any of its rights or obligations under this Agreement or (ii)
any actual or prospective counterparty to any swap or derivative transaction
relating to the Borrower and its obligations, or any advisor of any such
counterparty, (g) with the consent of the Borrower or (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent or any Lender
on a nonconfidential basis from a source other than the Borrower. For the
purposes of this Section, "Information" means all information received from the
Borrower relating to the Borrower or its business, other than any such
information that is available to the Administrative Agent or any Lender on a
nonconfidential basis prior to disclosure by the Borrower; provided that, in the
case of information received from the Borrower after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

     SECTION 8.13. Conversion of Currencies. (a) If, for the purpose of
obtaining judgment in any court, it is necessary to convert a sum owing
hereunder in one currency into another currency, each party hereto agrees, to
the fullest extent that it may

<PAGE>
                                                                              56


effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures in the relevant jurisdiction the first
currency could be purchased with such other currency on the Business Day
immediately preceding the day on which final judgment is given.

     (b) The obligations of the Borrower in respect of any sum due to any party
hereto or any holder of the obligations owing hereunder (the "Applicable
Creditor") shall, notwithstanding any judgment in a currency (the "Judgment
Currency") other than the currency in which such sum is stated to be due
hereunder (the "Agreement Currency"), be discharged only to the extent that, on
the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, the Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the
Applicable Creditor against such loss. The obligations of the Borrower contained
in this Section 8.13 shall survive the termination of this Agreement and the
payment of all other amounts owing hereunder.

     SECTION 8.14. Interest Rate Limitation. Notwithstanding anything herein to
the contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts which are treated as interest on such
Loan under applicable law (collectively the "Charges"), shall exceed the maximum
lawful rate (the "Maximum Rate") which may be contracted for, charged, taken,
received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.

     SECTION 8.15. Release of Subsidiary Guarantors. Notwithstanding any
contrary provision herein or in any other Loan Document, if all the Capital
Stock of any Subsidiary Guarantor owned by the Borrower and the Subsidiaries
shall be sold to one or more Persons (other than the Borrower or an Affiliate of
the Borrower) in a transaction permitted under this Agreement, and if the
Borrower shall request the release of such Subsidiary Guarantor from its
obligations under the Guarantee Agreement and the Indemnity, Subrogation and
Contribution Agreement and shall deliver to the Administrative Agent a
certificate to the effect that such release will comply with the terms of this
Agreement, the Administrative Agent, if satisfied that the applicable
certificate is correct, shall, without the consent of any Lender, execute and
deliver all such instruments, releases, or other agreements, and take all such
further actions, as shall

<PAGE>
                                                                              57


be necessary to effectuate the release of such Subsidiary Guarantor and shall
promptly notify each Lender of such release.

     SECTION 8.16. USA Patriot Act. Each Lender hereby notifies the Borrower
that pursuant to the requirements of the USA Patriot Act, it is required to
obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender to identify the Borrower in accordance with its
requirements. The Borrower shall promptly following a request by the
Administrative Agent or any Lender, provide all documentation and other
information that the Administrative Agent or such Lender reasonably requests in
order to comply with its ongoing obligations under applicable "know your
customer" and anti-money laundering rules and regulations including the USA
Patriot Act.

     SECTION 8.17. No Fiduciary Relationship. The Borrower, on behalf of itself
and its Subsidiaries, agrees that in connection with all aspects of the
transactions contemplated hereby and any communications in connection therewith,
the Borrower, its Subsidiaries and their Affiliates, on the one hand, and the
Administrative Agent, the Lenders and their Affiliates, on the other hand, will
have a business relationship that does not create, by implication or otherwise,
any fiduciary duty on the part of the Administrative Agent, any Lender or any of
their Affiliates, and no such duty will be deemed to have arisen in connection
with any such transactions or communications.




<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.

                                    THE VALSPAR CORPORATION,

                                      by
                                              /s/ Lori A. Walker
                                         -------------------------------------
                                         Name:  Lori A. Walker
                                         Title: Vice President, Treasurer and
                                         Controller


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

                                      by
                                              /s/ Mike Kelly
                                         -------------------------------------
                                         Name:  Mike Kelly
                                         Title: Vice President



<PAGE>



                                    BARCLAYS BANK PLC, individually and
                                    as Syndication Agent,

                                       by
                                              /s/ Russell C. Johnson
                                         -------------------------------------
                                         Name:  Russell C. Johnson
                                         Title: Associate Director





<PAGE>



                                    BANK OF AMERICA, N.A., individually
                                    and as Co-Documentation Agent,

                                       by
                                              /s/ Colleen M. Briscoe
                                         -------------------------------------
                                         Name:  Colleen M. Briscoe
                                         Title: Senior Vice President





<PAGE>



                                    WACHOVIA BANK, N.A., individually
                                    and as Co-Documentation Agent,

                                       by
                                              /s/ Barbara Van Meerten
                                         -------------------------------------
                                         Name:  Barbara Van Meerten
                                         Title: Director



<PAGE>



                                    WELLS FARGO BANK NATIONAL ASSOCIATION,
                                    individually and as Co-Documentation Agent,

                                       by
                                              /s/ Edward B. Hanson
                                         -------------------------------------
                                         Name:  Edward B. Hanson
                                         Title: Assistant Vice President







<PAGE>



                                                               SIGNATURE PAGE TO
                                                         THE VALSPAR CORPORATION
                                                        364-DAY CREDIT AGREEMENT


               Name of Institution:  The Bank of Tokyo-Mitsubishi UFJ, Ltd.

                                       by
                                              /s/ Victor Pierzchalski
                                         -------------------------------------
                                         Name:  Victor Pierzchalski
                                         Title: Vice President & Manager


                      For any Lender that requires a second signature line:

                                       by

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




<PAGE>


                                                               SIGNATURE PAGE TO
                                                         THE VALSPAR CORPORATION
                                                        364-DAY CREDIT AGREEMENT


               Name of Institution:  William Street Commitment Corporation
               (Recourse only to the assets of William Street Commitment
               Corporation)

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


                      For any Lender that requires a second signature line:

                                       by

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





<PAGE>


                                                               SIGNATURE PAGE TO
                                                         THE VALSPAR CORPORATION
                                                        364-DAY CREDIT AGREEMENT


               Name of Institution:  Fifth Third Bank

                                       by
                                              /s/ Mike Mendenhall
                                         -------------------------------------
                                         Name:  Mike Mendenhall
                                         Title: Vice President


                      For any Lender that requires a second signature line:

                                       by

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



<PAGE>


                                                               SIGNATURE PAGE TO
                                                         THE VALSPAR CORPORATION
                                                        364-DAY CREDIT AGREEMENT


               Name of Institution:  PNC Bank, National Association

                                       by
                                              /s/ Philip K. Liebscher
                                         -------------------------------------
                                         Name:  Philip K. Liebscher
                                         Title: Senior Vice President


                      For any Lender that requires a second signature line:

                                       by

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




<PAGE>


                                                               SIGNATURE PAGE TO
                                                         THE VALSPAR CORPORATION
                                                        364-DAY CREDIT AGREEMENT


                           Name of Institution:  The Bank of New York

                                       by
                                              /s/ Paul F. Noel
                                         -------------------------------------
                                         Name:  Paul F. Noel
                                         Title: Vice President


                      For any Lender that requires a second signature line:

                                       by

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




<PAGE>


                                                               SIGNATURE PAGE TO
                                                         THE VALSPAR CORPORATION
                                                        364-DAY CREDIT AGREEMENT


               Name of Institution:  U.S. Bank National Association

                                       by
                                              /s/ Jeffrey S. Johnson
                                         -------------------------------------
                                         Name:  Jeffrey S. Johnson
                                         Title: Vice President


                      For any Lender that requires a second signature line:

                                       by

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