EXECUTION COPY  






CREDIT AGREEMENT 




among 




WYETH, 




THE LENDERS PARTY
HERETO, 



     J.P. MORGAN SECURITIES INC. 




AND 




CITIGROUP GLOBAL
MARKETS INC., 
as Co-Lead Arrangers
and Joint Bookrunners,





CITICORP USA INC., 
as Syndication Agent, 





COMMERZBANK AG, NEW
YORK AND GRAND CAYMAN BRANCHES 






UBS LOAN FINANCE, LLC




and 





THE BANK OF NOVA SCOTIA, 
 as Co-Documentation Agents, 




and 




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




     




Dated as of August 3, 2005 






	  	        CREDIT
AGREEMENT, dated as of August 3, 2005, among WYETH, a Delaware corporation (the
“Company”), the several banks and other financial institutions from time
to time parties to this Agreement (collectively, the “Lenders”;
individually, a “Lender”), J.P. MORGAN SECURITIES INC. and CITIGROUP
GLOBAL MARKETS INC., as co-lead arrangers and joint bookrunners (in such capacity, the
“Co-Lead Arrangers”), CITICORP USA INC., a New York banking corporation,
as syndication agent (in such capacity, the “Syndication Agent”),
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, UBS LOAN FINANCE LLC and THE BANK OF NOVA SCOTIA, as
co-documentation agents (in such capacity, the “Co-Documentation Agents”)
and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for
the Lenders hereunder (in such capacity, the “Administrative Agent”).  








        W
I T N E S S E T H: 




	  	        WHEREAS, the
Company has requested the Lenders to make loans to it in an amount up to $1,350,000,000 as
more particularly described herein; 






	  	        WHEREAS,
the Lenders are willing to make such loans on the terms and conditions contained herein;  







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







                
        SECTION 1. DEFINITIONS 



	  	        1.1    Defined  Terms
. As used in this  Agreement,  terms  defined in the  preamble  to this  Agreement  have the  meanings  therein
indicated, and the following terms have the following meanings: 






	  	        “Absolute
Rate Bid Loan Request”: any Bid Loan Request requesting the Bid Loan Lenders to
offer to make Bid Loans at an absolute rate (as opposed to a rate composed of the
Applicable Index Rate plus (or minus) a margin). 






	  	        “Act”:
as defined in subsection 8.17. 






	  	        “Adjusted Capitalization
”: at any time, the sum of Consolidated Adjusted Indebtedness plus Consolidated Net Worth. 






	  	        “Administrative Agent
”: as defined in the first paragraph of this Agreement. 








	  	        “Affiliate”:
as to any Person, any other Person which, directly or indirectly, is in control of, is
controlled by, or is under common control with, such Person. For purposes of this
definition, a Person shall be deemed to be “controlled by” a Person if such
Person possesses, directly or indirectly, power either (a) to vote 10% or more of the
securities having ordinary voting power for the election of directors of such Person or
(b) to direct or cause the direction of the management and policies of such Person whether
by contract or otherwise. 






	  	        “Aggregate Commitments
”: at any time the sum of the Commitments then in effect hereunder. 






	  	        “Aggregate  Facilities  Commitments
”: at any time the sum of the Aggregate  Commitments then in effect hereunder and
         of the commitments then in effect under the Existing 5-Year Credit Agreement. 






	  	        “Aggregate  Loans
”: at a particular  time, the sum of the then aggregate  outstanding  principal amount of Committed
         Rate Loans and Bid Loans.






	  	        “Agreement
”: this Credit  Agreement,  as amended,  supplemented or modified from time to time in accordance with its terms.








	  	        “Alternate
Base Rate”: for any day, a rate per annum equal to the greatest of (a) the
Prime Rate in effect on such day, (b) the Base C/D Rate in effect on such day plus 1% and
(c) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes
hereof: “Prime Rate” shall mean 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 to be effective on the date such change is
publicly announced); “Base C/D Rate” shall mean the sum (rounded upwards,
if necessary, to the next 1/16 of 1%) of (a) the product of (i) the Three-Month Secondary
C/D Rate and (ii) a fraction, the numerator of which is one and the denominator of which
is one minus the C/D Reserve Percentage and (b) the C/D Assessment Rate;
“Three-Month Secondary C/D Rate” shall mean, for any day, the secondary
market rate for three-month certificates of deposit reported as being in effect on such
day (or, if such day shall not be a Business Day, the immediately preceding Business Day)
by the Board of Governors of the Federal Reserve System (the “Board”)
through the public information telephone line of the Federal Reserve Bank of New York
(which rate will, under the current practices of the Board of Governors of the Federal
Reserve System, be published in Federal Reserve Statistical Release H.15(519) during the
week following such day), or, if such rate shall not be so reported on such day or such
immediately preceding Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New York City received
at approximately 10:00 A.M., New York City time, on such day (or, if such day shall not be
a Business Day, on the immediately preceding Business Day) by the Administrative Agent
from three New York City negotiable certificate of deposit dealers of recognized standing
selected by it; and “Federal Funds Effective Rate” shall mean, for any
day, the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as published on
the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate
is not so published on the next succeeding Business Day, the average of the quotations for
the day of such transactions received by the Administrative Agent from three federal funds
brokers of recognized standing selected by it. If for any reason the Administrative Agent
shall have determined (which determination shall be conclusive in the absence of manifest
error) that it is unable to ascertain the Base C/D Rate or the Federal Funds Effective
Rate, or both, for any reason, including the inability or failure of the Administrative
Agent to obtain sufficient quotations in accordance with the terms thereof, the Alternate
Base Rate shall be determined without regard to clause (b) or (c), or both, of the first
sentence of this definition, as appropriate, until the circumstances giving rise to such
inability no longer exist. Any change in the Alternate Base Rate due to a change in the
Prime Rate, the Three-Month Secondary C/D Rate or the Federal Funds Effective Rate shall
be effective on the opening of business on the date of such change. 







	  	        “Alternate
Base Rate Loans”: Committed Rate Loans that bear interest at an interest rate
based on the Alternate Base Rate. 







	  	        “Applicable
Index Rate”: in respect of any Bid Loan requested pursuant to an Index Rate Bid
Loan Request, the Eurodollar Rate applicable to the Interest Period for such Bid Loan. 







	  	        “Applicable
Margin”: for any day, (x) in the case of Alternate Base Rate Loans, the rate per
annum that is the higher of (i) 0% and (ii) 1.25% less than the Applicable Margin for
Eurodollar Loans at such time and (y) in the case of Eurodollar Loans, the rate per annum
set forth below opposite the Rating Period then in effect, provided that during a
Significant Usage Period, the Applicable Margin for all such Loans shall be increased by
0.100%: 















	Rating

 Period
		Eurodollar

 Rate
 Margin

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

	Category A Period
		0.130%

	Category B Period
		0.175%

	Category C Period
		0.265%

	Category D Period
		0.300%

	Category E Period		0.425%
	Category F Period		0.600%












	  	        “Base C/D Rate
”: as defined in the definition of Alternate Base Rate.






	  	        “Bid Loan
”: each Bid Loan made pursuant to subsection 2.2.








	  	        “Bid
Loan Confirmation”: each confirmation by the Company of its acceptance of Bid
Loan Offers, which Bid Loan Confirmation shall be substantially in the form of Exhibit F
and shall be delivered to the Administrative Agent by facsimile transmission. 







	  	        “Bid
Loan Date”: in respect of a Bid Loan, the day on which a Bid Loan Lender makes
such Bid Loan pursuant to subsection 2.2. 







	  	        “Bid
Loan Lenders”: Lenders from time to time designated as Bid Loan Lenders by the
Company by written notice to the Administrative Agent (which notice the Administrative
Agent shall transmit to each such Bid Loan Lender). 







	  	        “Bid
Loan Offer”: each offer by a Bid Loan Lender to make Bid Loans pursuant to a Bid
Loan Request, which Bid Loan Offer shall contain the information specified in Exhibit D,
in the case of an Absolute Rate Bid Loan Request, or Exhibit E, in the case of an Index
Rate Bid Loan Request, and shall be delivered to the Administrative Agent by facsimile
transmission or by telephone immediately confirmed by facsimile transmission. 







	  	        “Bid
Loan Request”: each request by the Company for Bid Loan Lenders to submit bids to
make Bid Loans, which shall contain the information in respect of such requested Bid Loans
specified in Exhibit B and shall be delivered to the Administrative Agent by facsimile
transmission or by telephone, immediately confirmed by facsimile transmission. 







	  	        “Borrowing Date
”: in respect of any Committed Rate Loan, the date such Committed Rate Loan is made. 







	  	        “Business
”: as defined in subsection 3.10(b). 








	  	        “Business
Day”: a day other than a Saturday, Sunday or other day on which commercial banks
in New York, New York are authorized or required by law to close; provided,
however, that when used in connection with a rate determination, borrowing or
payment in respect of a Eurodollar Loan or an Index Rate Bid Loan, the term “Business
Day” shall also exclude any day on which commercial banks are not open for dealings
in Dollar deposits in the London interbank market. 







	  	        “Category
A Period”: subject to the Category Rules, at any time that either (i) the S&P
Credit Rating is A+ or better and the Short-Term Ratings are Tier I or (ii) the
Moody’s Credit Rating is A1 or better and the Short-Term Ratings are Tier I. 







	  	        “Category
B Period”: subject to the Category Rules, at any time that either (i) the S&P
Credit Rating is A or better or (ii) the Moody’s Credit Rating is A2 or better and in
either case a Category A Period is not then in effect. 







	  	        “Category
C Period”: subject to the Category Rules, at any time that either (i) the S&P
Credit Rating is A- or (ii) the Moody’s Credit Rating is A3. 







	  	        “Category
D Period”: subject to the Category Rules, at any time that either (i) the S&P
Credit Rating is BBB+ or (ii) the Moody’s Credit Rating is Baa1. 







	  	        “Category
E Period”: subject to the Category Rules, at any time that either (i) the S&P
Credit Rating is BBB or (ii) the Moody’s Credit Rating is Baa2. 







	  	        “Category
F Period”: subject to the Category Rules, at any time either (i) the S&P
Credit Rating is BBB- or lower or (ii) the Moody’s Credit Rating is Baa3 or lower. 







	  	        “Category
Rules”: the Rating Period applicable at any time shall be: (a) except as provided
in clause (b), (c) and (d) below, the highest Rating Period for which the Company meets
either of the criteria set forth for such Rating Period, (b) except as provided in clauses
(c) and (d) below, if the Credit Ratings differ by two or more Rating Period levels, the
Rating Period which is one Rating Period above the Rating Period in which the lower Credit
Ratings falls, (c) if one of the Credit Ratings falls in a Category F Period and the other
Credit Rating falls in a higher Rating Period, a Category F Period and (d) if either
S&P or Moody’s fails to have outstanding at the time a Credit Rating due to the
failure by the Company to provide requested information to, or otherwise to fully
cooperate with, such rating agency in establishing a Credit Rating, a Category F Period.
If the rating system of Moody’s, S&P and/or Fitch shall change, or if any such
rating agency shall cease to be in the business of rating corporate debt obligations, or
if both Moody’s and S&P shall fail to have outstanding a Credit Rating (other
than by reason of the circumstances referred to in clause (d) of the preceding sentence),
the Company 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 Rating Period
shall be determined by reference to the ratings most recently in effect prior to such
change or cessation. 







	  	        “C/D
Assessment Rate”: for any day, the net annual assessment rate (rounded upward to
the nearest 1/100th of 1%) determined by JPMCB to be payable on such day to the
Federal Deposit Insurance Corporation or any successor (“FDIC”) for
FDIC’s insuring time deposits made in Dollars at offices of JPMCB in the United
States. 







	  	        “C/D
Reserve Percentage”: for any day that percentage (expressed as a decimal) which
is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve
System (or any successor), for determining the maximum reserve requirement for a member
bank of the Federal Reserve System in New York City with deposits exceeding one billion
Dollars in respect of new non-personal time deposits in Dollars in New York City having a
three month maturity and in an amount of $100,000 or more. 







	  	        “Code
”: the Internal Revenue Code of 1986, as amended from time to time. 







	  	        “Co-Documentation
Agents”: as defined in the first paragraph of this Agreement. 







	  	        “Co-Lead
Arrangers”: as defined in the first paragraph of this Agreement.







	  	        “Commitment”:
as to any Lender, the obligation of such Lender to make Committed Rate Loans to the
Company hereunder in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender’s name on Schedule I hereof (as the
same may be modified), as such amount may from time to time be reduced in accordance with
this Agreement; collectively, as to all the Lenders, the “Commitments”. 







	  	        “Commitment
Percentage”: as to any Lender at any time, the percentage which such
Lender’s Commitment then constitutes of the Aggregate Commitments (or (x) at any time
after the Termination Date, (y) at any time after the Commitments shall have expired or
terminated and (z) for the purposes of declaring the Loans to be due and payable
pursuant to Section 6, the percentage which the aggregate principal amount of such
Lender’s Loans then outstanding constitutes of the aggregate principal amount of the
Loans then outstanding). 







	  	        “Commitment
Period”: the period from and including the Effective Date to, but not including
the Termination Date, or such earlier date on which the Commitments shall terminate as
provided herein. 







	  	        “Commitment Transfer Supplement
”: a Commitment Transfer Supplement, substantially in the form of Exhibit G. 








	  	        “Committed Rate Loans
”: Loans made pursuant to subsection 2.1(a). 








	  	        “Commonly
Controlled Entity”: an entity, whether or not incorporated, which is under common
control with the Company within the meaning of Section 4001 of ERISA or is part of a group
which includes the Company and which is treated as a single employer under Section 414 of
the Code. 







	  	        “Company
”: as defined in the first paragraph of this Agreement. 








	  	        “Consolidated
Adjusted Indebtedness”: at any date of determination, (i) Consolidated
Indebtedness at such date minus (ii) all cash, cash equivalents and marketable securities
held by the Company and its Subsidiaries at such date free of liens, restrictions and
other encumbrances (other than as arising by operation of law in the ordinary course of
business). 







	  	        “Consolidated
Indebtedness”: at any date of determination the principal amount of all
Indebtedness of the Company and its Subsidiaries required in accordance with GAAP to be
accounted for as debt, determined on a consolidated basis in accordance with GAAP,
provided that there shall be excluded from Consolidated Indebtedness up to
$500,000,000 in respect of Financing Leases arising as a result of sale-leaseback
transactions and which would otherwise be included in the calculation of Consolidated
Indebtedness. 







	  	        “Consolidated
Net Worth”: at any date of determination, the stockholders’ equity of the
Company and its Subsidiaries determined in accordance with GAAP and as would be reflected
on a consolidated balance sheet of the Company and its Subsidiaries plus the
minority interests reflected on such consolidated balance sheet; provided that
there shall be excluded from determining Consolidated Net Worth of the Company and its
Subsidiaries (i) any foreign currency translation adjustment which otherwise would be
included therein, (ii) the non-cash effects of any accounting standards adopted or issued
by the Financial Accounting Standards Board after September 9, 1994 and (iii) the non-cash
effects of any unusual charges or restructuring charges. 







	  	        “Consolidated
Tangible Assets”: at the time of determination thereof, the aggregate amount of
all assets (as reflected on a consolidated balance sheet of the Company and its
Subsidiaries) after deducting therefrom all goodwill, trade names, trademarks, patents,
unamortized debt discount and expenses (to the extent included in said aggregate amount of
assets) and other like intangibles, as set forth on the most recent consolidated balance
sheet of the Company and its Subsidiaries and computed in accordance with GAAP. 







	  	        “Continuing Director
”: as defined in subsection 6(h). 







	  	        “Contractual
Obligation”: as to any Person, any provision of any security issued by such
Person or of any agreement, instrument or undertaking to which such Person is a party or
by which it or any of its property is bound. 







	  	        “Credit Ratings
”: at any time, the then Moody's Credit Rating and the then S&P Credit Rating.








	  	        “Default”:
any of the events specified in Section 6, whether or not any requirement for the giving of
notice or the lapse of time, or both, or any other condition, has been satisfied. 







	  	        “Dollars”
and “$”: dollars in lawful currency of the United States of America.








	  	        “Effective
Date”: the date on which each of the conditions specified in subsection 4.1 are
satisfied in full or waived in accordance with this Agreement. 







	  	        “Eligible  Transferee
”: shall  mean and  include a  commercial  bank,  financial  institution  or other  “accredited
         investor” (as defined in Regulation D of the Securities Act of 1933, as amended).








	  	        “Environmental
Laws”: any and all foreign, Federal, state, local or municipal laws, rules,
orders, regulations, statutes, ordinances, codes, decrees, requirements of any
Governmental Authority or other Requirements of Law (including common law) regulating,
relating to or imposing liability or standards of conduct concerning protection of human
health or the environment, as now or may at any time be in effect during the term of this
Agreement. 







	  	        “ERISA
”: the Employee Retirement Income Security Act of 1974, as amended from time to time.









	  	        “Eurodollar Loans
”: Committed Rate Loans the rate of interest applicable to which is based upon the Eurodollar Rate.









	  	        “Eurodollar
Rate”: with respect to each day during each Interest Period pertaining to a
Eurodollar Loan or an Index Rate Bid Loan, the rate per annum equal to the rate of
interest determined on the basis of the rate for deposits in Dollars for a period equal to
such Interest Period commencing on the first day of such Interest Period appearing on Page
3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days prior to the
beginning of such Interest Period. In the event that such rate does not appear on Page
3750 of the Telerate Service (or otherwise on such service), the “Eurodollar
Rate” shall be determined by reference to such other publicly available service for
displaying eurodollar rates as may be agreed upon by the Administrative Agent and Company
or, in the absence of such agreement, the “Eurodollar Rate” shall instead be the
rate per annum equal to the average (rounded upward to the nearest 1/16 of 1%) of the
respective rates notified to the Administrative Agent by each of the Reference Lenders as
the rate at which such Reference Lender is offered Dollar deposits at or about
10:00 A.M., New York City time, two Business Days prior to the beginning of such
Interest Period in the interbank eurodollar market where the eurodollar and foreign
currency and exchange operations of such Reference Lender are then being conducted for
delivery on the first day of such Interest Period for the number of days comprised therein
and in an amount (i) in the case of Eurodollar Loans, comparable to the amount of the
Eurodollar Loan of such Reference Lender to be outstanding during such Interest Period and
(ii) in the case of an Index Rate Bid Loan by a Bid Loan Lender, equal to the amount of
the Index Rate Bid Loan or Loans of such Bid Loan Lender to which such Interest Period
applies. 







	  	        “Event
of Default”: any of the events specified in Section 6; provided,
however, that any requirement for the giving of notice or the lapse of time, or
both, or any other condition, has been satisfied. 







	  	        “Existing
3-Year Credit Agreement”: the Credit Agreement, dated as of March 3, 2003, among
the Company, the lenders party thereto, JPMCB, as administrative agent and Citibank, N.A.,
as syndication agent, as in effect immediately prior to the occurrence of the Effective
Date. 







	  	        “Existing
5-Year Credit Agreement”: the Credit Agreement, dated as of February 11, 2004,
among the Company, the lenders party thereto, JPMCB, as administrative agent, JPMorgan
Securities Inc. and Citigroup Global Markets Inc., as co-lead arrangers and joint
bookrunners, and Citicorp North America, Inc., as syndication agent, as in effect from
time to time. 







	  	        “Existing
5-Year Credit Agreement Amendment” shall mean the First Amendment to the Existing
5-Year Credit Agreement, dated as of August 3, 2005, among the Company, the lenders
party thereto, JPMCB, as administrative agent, and Citibank, N.A., as syndication agent. 







	  	        “Facility Fee
” as defined in subsection 2.4. 







	  	        “Facility
Fee Percentage”: a percentage equal to at any time (i) during a Category A
Period, 0.070%, (ii) during a Category B Period, 0.075%, (iii) during a Category C Period,
0.085%, (iv) during a Category D Period, 0.100%, (v) during a Category E Period, 0.125%
and (vi) during a Category F Period, 0.150%. 







	  	        “Federal Funds Effective Rate
”: as defined in the definition of “Alternate Base Rate”. 








	  	        “Financing
Lease”: any lease of property, real or personal, the obligations of the lessee in
respect of which are required in accordance with GAAP to be capitalized on a balance sheet
of the lessee. 







	  	        “Fitch
”: Fitch, Inc. 








	  	        “GAAP
”: generally accepted accounting principles in effect in the United States of America from time to time.










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







	  	        “Guarantee
Obligation”: as to any Person (the “guaranteeing person”), any
obligation of (a) the guaranteeing person or (b) another Person (including, without
limitation, any bank under any letter of credit) to induce the creation of which the
guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in
either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or
other obligations (the “primary obligations”) of any other third Person
(the “primary obligor”) in any manner, whether directly or indirectly,
including, without limitation, any obligation of the guaranteeing person, whether or not
contingent, (i) to purchase any such primary obligation or any property constituting
direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase
or payment of any such primary obligation or (2) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of the primary
obligor to make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the owner of any such primary obligation against loss in respect thereof;
provided, however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of business.
The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be
the lower of (a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Guarantee Obligation is made and (b) the maximum
amount for which such guaranteeing person may be liable pursuant to the terms of the
instrument embodying such Guarantee Obligation, unless such primary obligation and the
maximum amount for which such guaranteeing person may be liable are not stated or
determinable, in which case the amount of such Guarantee Obligation shall be such
guaranteeing person’s maximum reasonably anticipated liability in respect thereof as
determined by the Company in good faith. 







	  	        “Indebtedness”:
of any Person at any date, (a) all indebtedness of such Person for borrowed money or for
the deferred purchase price of property or services (other than current trade liabilities
incurred in the ordinary course of business and payable in accordance with customary
practices), (b) any other indebtedness of such Person which is evidenced by a note, bond,
debenture or similar instrument, (c) all obligations of such Person under Financing
Leases, (d) all obligations of such Person in respect of acceptances issued or created for
the account of such Person and (e) all liabilities secured by any Lien on any property
owned by such Person even though such Person has not assumed or otherwise become liable
for the payment thereof. 







	  	        “Index
Rate Bid Loan”: any Bid Loan made at an interest rate based upon the Applicable
Index Rate (as opposed to an absolute rate). 







	  	        “Index
Rate Bid Loan Request”: any Bid Loan Request requesting the Bid Loan Lenders to
offer to make Index Rate Bid Loans at an interest rate equal to the Applicable Index Rate
plus (or minus) a margin. 







	  	        “Insolvency”:
with respect to any Multiemployer Plan, the condition that such Plan is insolvent within
the meaning of such term as used in Section 4245 of ERISA. 







	  	        “Insolvent
”:
 pertaining to a condition of Insolvency. 







	  	        “Interest
Payment Date”: (a) as to any Alternate Base Rate Loan, the last day of each
March, June, September and December to occur while such Loan is outstanding and the
Termination Date, (b) as to any Eurodollar Loan having an Interest Period of three months
or less, the last day of such Interest Period, and (c) as to any Eurodollar Loan having an
Interest Period longer than three months, each day which is three months after the first
day of such Interest Period and the last day of such Interest Period. 







	  	        “Interest Period
”: (a)  with respect to any Eurodollar Loan, 







	  	               
(i)       
initially, the period commencing on the Borrowing Date or conversion date, as
          the case may be, with respect to such Eurodollar Loan and ending one, two, three
          or six months thereafter, as selected by the Company in the notice of borrowing
          or notice of conversion given with respect thereto; and 


          



     	  	               
(ii)        thereafter, each period commencing on the last day of the immediately preceding
          Interest Period applicable to such Eurodollar Loan and ending one, two, three or
          six months thereafter, as selected by the Company by irrevocable notice to the
          Administrative Agent not less than three Business Days prior to the last day of
          the then current Interest Period with respect thereto; and 


          



	  	        (b)       
               with respect to any Bid Loan, the period commencing on the Bid Loan Date with
               respect to such Bid Loan and ending on the date not less than 7 nor more than
               180 days thereafter, as specified by the Company in such Bid Loan Request;








                       provided
that the foregoing provisions are subject to the following: 



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


          



     	  	               
(B)        

           any Interest Period pertaining to a Eurodollar Loan or an Index Rate Bid Loan
          that begins on the last Business Day of a calendar month (or on a day for which
          there is no numerically corresponding day in the calendar month at the end of
          such Interest Period) shall end on the last Business Day of the relevant
          calendar month; 


          



     	  	               
         (C)       
           if any Interest Period pertaining to a Bid Loan made pursuant to an Absolute
          Rate Bid Loan Request would otherwise end on a day which is not a Business Day,
          such Interest Period shall be extended to the next succeeding Business Day; 


          



     	 	               
        (D)         
           if the Company shall fail to give notice as provided above, the Company shall
          be deemed to have selected an Alternate Base Rate Loan to replace the affected
          Eurodollar Loan; and 


          



     	  	               
         (E)       
           any Interest Period in respect of any Loan that would otherwise extend beyond
          the Termination Date shall end on the Termination Date. 


          



	  	        “JPMCB
”: JPMorgan Chase Bank, N.A.







	  	        “Lender
”: as defined in the first paragraph of this Agreement.








	  	        “Lien”:
any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or other), charge or other security interest or any preference, priority or
other security agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention agreement
and any Financing Lease having substantially the same economic effect as any of the
foregoing). 







	  	        “Loans
”: the collective reference to the Committed Rate Loans and the Bid Loans.







	  	        “Majority Lenders
”: at any time, the Lenders whose Commitment Percentages hereunder
aggregate in excess of 50%.







	  	        “Material
Adverse Effect”: a material adverse effect on (a) the business, operations,
property or condition (financial or otherwise) of the Company and its Subsidiaries taken
as a whole, (b) the ability of the Company to perform its obligations under this Agreement
or (c) the validity or enforceability of this Agreement or the rights or remedies of the
Administrative Agent or the Lenders hereunder. 







	  	        “Materials
of Environmental Concern”: any gasoline or petroleum (including crude oil or any
fraction thereof) or petroleum products or any hazardous or toxic substances, materials or
wastes, defined or regulated as such in or under any Environmental Law, including, without
limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation. 







	  	        “Moody's
”:Moody's Investors Service, Inc. 







	  	        “Moody’s
Credit Rating”: at any time, the rating level (it being understood that numerical
modifiers and (+) (-) modifiers shall constitute rating levels) then assigned by
Moody’s to the Company’s senior unsecured long-term debt. 







	  	        “Moody’s
Credit Rating”: at any time, the rating level (it being understood that numerical
modifiers and (+) (-) modifiers shall constitute rating levels) then assigned by
Moody’s to the Company’s senior unsecured long-term debt. 







	  	        “Multiemployer Plan
”: a Plan which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA. 







	  	        “Participant
”: as defined in subsection 8.6(b). 







	  	        “PBGC
”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA. 







	  	        “Permitted
Liens
”:  







	  	        1.       
               Liens for taxes not yet due or which are being contested in good faith by
               appropriate proceedings, provided  that adequate reserves with respect
               thereto are maintained on the books of the Company or its Subsidiaries, as the
               case may be, in conformity with GAAP (or, in the case of Subsidiaries with
               significant operations outside of the United States of America, generally
               accepted accounting principles in effect from time to time in their respective
               jurisdictions of organization);







	  	        2.       
                carriers’, warehousemen’s, mechanics’, materialmen’s,
               repairmen’s or other like Liens arising in the ordinary course of business
               which are not overdue for a period of more than 60 days or which are being
               contested in good faith by appropriate proceedings; 







	  	        3.       
                 pledges or deposits in connection with workers’ compensation, unemployment
               insurance and other social security legislation and deposits securing liability
               to insurance carriers under insurance or self-insurance arrangements;  







	  	        4.       
                 deposits to secure the performance of bids, trade contracts (other than for
               borrowed money), leases, statutory obligations, surety and appeal bonds,
               performance bonds and other obligations of a like nature incurred in the
               ordinary course of business; and   







	  	        5.       
                 any extension, renewal or replacement (or successive extensions, renewals or
               replacements), in whole or in part, of any Lien referred to in the foregoing
               clauses; provided that the principal amount of Indebtedness secured
               thereby shall not exceed the principal amount of Indebtedness so secured at the
               time of such extension, renewal or replacement, and that such extension, renewal
               or replacement Lien shall be limited to all or a part of the property which
               secured the Lien so extended, renewed or replaced (plus improvements on such
               property). 








	  	        “Person”:
an individual, partnership, corporation, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Authority or other entity of
whatever nature. 







	  	        “Plan”:
at any particular time, any employee benefit plan which is covered by ERISA and in respect
of which the Company or a Commonly Controlled Entity is (or, if such plan were terminated
at such time, would under Section 4069 of ERISA be deemed to be) an “employer”
as defined in Section 3(5) of ERISA. 







	  	        “Prime
Rate”:
as defined in the definition of Alternate Base Rate.







	  	        “Properties
”:
as defined in subsection 3.10(a).







	  	        “Purchasing Lenders
”:
as defined in subsection 8.6(c).







	  	        “Rating  Period 
”:
at any time,  any of the  Category A Period,  the Category B Period,  the  Category C Period,  the
         Category D Period, the Category E Period or the Category F Period as then in effect.







	  	        “Reference
Lenders
”: JPMCB and Citicorp USA Inc. 







	  	        “Register
”: as defined in subsection 8.6(d).







	  	        “Reorganization
”: with respect to any Multiemployer  Plan, the condition that such Plan is in reorganization  within
         the meaning of such term as used in Section 4241 of ERISA.







	  	        “Replaced Lender
”: and “Replacement Lender”:  each as defined in subsection 2.18.








	  	        “Reportable  Event
”: any of the events set forth in Section  4043(c) of ERISA,  other than those  events as to which
         the thirty-day notice period is waived under subsections .22, .23, .25, .27, or .28 of PBGC Reg. §4043.








	  	        “Requirement
of Law”: as to any Person, the Certificate of Incorporation and By-laws or other
organizational or governing documents of such Person, and each law, treaty, rule or
regulation or determination of an arbitrator or a court or other Governmental Authority,
in each case applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject. 







	  	        “Responsible  Officer
”: the  Executive  Vice  President  and CFO, the  Treasurer,  the  Comptroller,  the  Assistant
         Comptroller or the Assistant Treasurer of the Company.








	  	        “S&P
”: Standard & Poor's Ratings Services, a division of McGraw-Hill, Inc. 








	  	        “S&P
Credit Rating”: at any time, the rating level (it being understood that numerical
modifiers and (+) (-) modifiers shall constitute rating levels) then assigned by S&P
to the Company’s senior unsecured long-term debt. 






  
	  	        “SEC
”: the Securities and Exchange Commission (and any successor thereto).








	  	        “Short-Term
Ratings”: at any time, the rating level then assigned by each of S&P,
Moody’s and Fitch to the Company’s senior unsecured short-term debt. 







	  	        “Significant
Subsidiary”: any Subsidiary that satisfies the requirements of Rule 1-02(w) of
Regulation S-X as adopted by the SEC under the provisions of the Securities Act of 1933
and the Securities Exchange Act of 1934 as in force on the date of this Agreement. 







	  	        “Significant
Usage Period”: any date on which the Aggregate Loans plus the aggregate
outstanding principal amount of the loans under the Existing 5-Year Credit Agreement
exceed 50% of the Aggregate Facilities Commitments. 







	  	        “Single Employer Plan
”: any Plan which is subject to Title IV of ERISA, but is not a Multiemployer Plan.








	  	        “Subsidiary”:
as to any Person, a corporation, partnership or other entity of which shares of stock or
other ownership interests having ordinary voting power (other than stock or such other
ownership interests having such power only by reason of the happening of a contingency) to
elect a majority of the board of directors or other managers of such corporation,
partnership or other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or both, by such
Person. Unless otherwise qualified, all references to a “Subsidiary” or to
“Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of
the Company. Notwithstanding the foregoing, Unrestricted Subsidiaries shall not be
considered Subsidiaries of the Company for purposes of this Agreement, except that any
Unrestricted Subsidiary shall be treated as a consolidated Subsidiary of the Company for
purposes of calculating compliance with subsection 5.9 (and the definitions required to
make such calculations) until such time as the Company certifies to the Administrative
Agent that with respect to such Unrestricted Subsidiary, (x) the Company no longer desires
to treat such Person as a consolidated Subsidiary for such purpose and (y) no creditor of
such Person has recourse (whether pursuant to a guaranty or similar arrangement, or
otherwise) to the Company or any of its Significant Subsidiaries with respect to any
material obligations of such Person. 







	  	        “Syndication
Agent”: as defined in the first paragraph of this Agreement.







	  	        “Taxes
”: as defined in subsection 2.17(a).







	  	        “Termination  Date
”: the earlier of (a) the fifth  anniversary  of the Effective  Date and (b) the date on which the
         Commitments shall terminate in accordance with the provisions of this Agreement. 







	  	        “Three-Month Secondary C/D Rate
”: as defined in the definition of Alternate Base Rate. 








	  	        “Tier I
”: at any time when at least two of the Short-Term Ratings are at or above the A-1, P-1 or F-1 levels. 








	  	        “Tranche
”: the collective reference to Eurodollar Loans whose Interest Periods begin and end on the same day. 








	  	        “Transferee
”: as defined in subsection 8.6(f).







	  	        “Transfer Effective Date
”: as defined in each Commitment Transfer Supplement. 








	  	        “2.17  Certificate
”: as defined in subsection 2.17(b).








	  	        “Type
”: as to any Loan, its nature as an Alternate Base Rate Loan or Eurodollar Loan, as the case may be.









	  	        “Unrestricted
Subsidiary”: Any Person designated by the Company, in each case so long as (i) a
majority of the equity interests are owned by the Company and its Subsidiaries and (ii)
the Company and its Subsidiaries are unable to exercise control over such Person without
material restriction. 








	  	        1.2   Other Definitional
Provisions. (a) Unless otherwise specified therein, all terms defined in this
Agreement shall have the defined meanings when used in any certificate or other document
made or delivered pursuant hereto.  







	  	        (b)       
               As used herein and in any certificate or other document made or delivered
          pursuant hereto, accounting terms relating to the Company and its Subsidiaries
          not defined in subsection 1.1 and accounting terms partly defined in subsection
          1.1, to the extent not defined, shall have the respective meanings given to them
          under GAAP.







	  	        (c)       
               The words “hereof”, “herein” and “hereunder” and
          words of similar import when used in this Agreement shall refer to this
          Agreement as a whole and not to any particular provision of this Agreement, and
          Section, subsection, Schedule and Exhibit references are to this Agreement
          unless otherwise specified. 







	  	        (d)       
              The meanings given to terms defined herein shall be equally applicable to both
          the singular and plural forms of such terms. 







	  	        
SECTION 2.  THE COMMITTED RATE LOANS; THE BID LOANS; AMOUNT AND TERMS  







	  	        2.1   The Committed Rate Loans
. (a) During the Commitment Period, subject to the terms and conditions hereof, each Lender
severally agrees to make loans (individually, a “Committed Rate Loan”) to
the Company from time to time in an aggregate principal amount at any one time outstanding
not to exceed (after giving effect to the simultaneous use of the proceeds thereof to
repay Loans) such Lender’s Commitment, provided that no Committed Rate Loan
shall be made hereunder which would result in the Aggregate Loans (after giving effect to
the simultaneous use of the proceeds thereof to repay Loans) being in excess of the
Aggregate Commitments then in effect. The Company may use the Commitments to borrow, repay
and reborrow Committed Rate Loans from time to time during the Commitment Period, all in
accordance with the terms and conditions hereof. 







	  	        (b)       
               The Committed Rate Loans may be (i) Eurodollar Loans, (ii) Alternate Base Rate
          Loans or (iii) a combination thereof.







	  	        (c)       
             The Company may borrow Committed Rate Loans on any Business Day;
          provided, however, that the Company, shall give the Administrative
          Agent irrevocable notice thereof (which notice must be received by the
          Administrative Agent (i) prior to 12:00 Noon, New York City time, three
          Business Days prior to the requested Borrowing Date, in the case of Eurodollar
          Loans and (ii) prior to 11:00 A.M., New York City time, on the requested
          Borrowing Date, in the case of Alternate Base Rate Loans). Each such notice
          shall be given by facsimile transmission substantially in the form of Exhibit A
          (with appropriate insertions) or shall be given by telephone (specifying the
          information set forth in Exhibit A) promptly confirmed by notice given by
          facsimile transmission substantially in the form of Exhibit A (with appropriate
          insertions). On the day of receipt of any such notice from the Company, the
          Administrative Agent shall promptly notify each Lender thereof. Each Lender will
          make the amount of its share of each borrowing available to the Administrative
          Agent for the account of the Company at the office of the Administrative Agent
          set forth in subsection 8.2 by 11:00 A.M. (or 3:00 P.M., in the case of
          Alternate Base Rate Loans), New York City time, on the Borrowing Date requested
          by the Company in funds immediately available to the Administrative Agent as the
          Administrative Agent may direct. The proceeds of all such Committed Rate Loans
          will then be promptly made available to the Company by the Administrative Agent
          at the office of the Administrative Agent specified in subsection 8.2 by
          crediting the account of the Company on the books of such office of the
          Administrative Agent with the aggregate of the amount made available to the
          Administrative Agent by the Lenders and in like funds as received by the
          Administrative Agent.







	  	        (d)       
                All Committed Rate Loans shall be due and payable upon the Termination Date.








	  	        2.2   The Bid Loans
. (a) The Company may borrow Bid Loans from time to time on any Business Day during the Commitment
Period in the manner set forth in this subsection and in amounts such that the Aggregate
Loans at any time outstanding shall not exceed (after giving effect to the simultaneous
use of the proceeds thereof to repay Loans) the Aggregate Commitments at such time,
provided, however, that the aggregate principal amount of the outstanding
Bid Loans of a Bid Loan Lender may (but shall not be required to) exceed its Commitment.







	  	        (b)       
                (i)       The Company shall request Bid Loans by delivering a Bid Loan Request to the
               Administrative Agent, not later than 12:00 Noon (New York City time) four
               Business Days prior to the proposed Bid Loan Date (in the case of an Index Rate
               Bid Loan Request), and not later than 10:00 A.M. (New York City time) one
               Business Day prior to the proposed Bid Loan Date (in the case of an Absolute
               Rate Bid Loan Request). Each Bid Loan Request may solicit bids for Bid Loans in
               an aggregate principal amount of $50,000,000 or an integral multiple of
               $5,000,000 in excess thereof and for not more than three alternative Interest
               Periods for such Bid Loans. The Interest Period for each Bid Loan shall end not
               less than 7 days (one month in the case of Index Rate Bid Loans) nor more than
               180 days (six months in the case of Index Rate Bid Loans) after the Bid Loan
               Date therefor (and in any event subject to the proviso to the definition of
               “Interest Period” in subsection 1.1). The Administrative Agent shall
               promptly notify each Bid Loan Lender by facsimile transmission of the contents
               of each Bid Loan Request received by it.







	  	               
(ii)       
In the case of an Index Rate Bid Loan Request, upon receipt of notice from the
               Administrative Agent of the contents of such Bid Loan Request, any Bid Loan
               Lender that elects, in its sole discretion, to do so, shall irrevocably offer to
               make one or more Bid Loans to the Company at the Applicable Index Rate plus or
               minus a margin for each such Bid Loan determined by such Bid Loan Lender, in its
               sole discretion. Any such irrevocable offer shall be made by delivering a Bid
               Loan Offer to the Administrative Agent before 10:30 A.M. (New York City time)
               three Business Days before the proposed Bid Loan Date, setting forth the maximum
               amount of Bid Loans for each Interest Period, and the aggregate maximum amount
               for all Interest Periods, which such Lender would be willing to make (which
               amount may, subject to subsection 2.2(a), exceed such Lender’s Commitment)
               and the margin above or below the Applicable Index Rate at which such Bid Loan
               Lender is willing to make each such Bid Loan; the Administrative Agent shall
               advise the Company before 11:15 A.M. (New York City time) three Business Days
               before the proposed Bid Loan Date of the contents of each such Bid Loan Offer
               received by it. If the Administrative Agent in its capacity as a Bid Loan Lender
               shall, in its sole discretion, elect to make any such offer, it shall advise the
               Company of the contents of its Bid Loan Offer before 10:15 A.M. (New York City
               time) three Business Days before the proposed Bid Loan Date. 


          



	  	               
(iii)       
In the case of an Absolute Rate Bid Loan Request, upon receipt of notice from
               the Administrative Agent of the contents of such Bid Loan Request, any Bid Loan
               Lender that elects, in its sole discretion, to do so, shall irrevocably offer to
               make one or more Bid Loans to the Company at a rate or rates of interest for
               each such Bid Loan determined by such Bid Loan Lender in its sole discretion.
               Any such irrevocable offer shall be made by delivering a Bid Loan Offer to the
               Administrative Agent before 9:30 A.M. (New York City time) on the proposed Bid
               Loan Date, setting forth the maximum amount of Bid Loans for each Interest
               Period, and the aggregate maximum amount for all Interest Periods, which such
               Bid Loan Lender would be willing to make (which amount may, subject to
               subsection 2.2(a), exceed such Bid Loan Lender’s Commitment) and the rate
               or rates of interest at which such Bid Loan Lender is willing to make each such
               Bid Loan; the Administrative Agent shall advise the Company before 10:15 A.M.
               (New York City time) on the proposed Bid Loan Date of the contents of each
               such Bid Loan Offer received by it. If the Administrative Agent in its capacity
               as a Bid Loan Lender shall, in its sole discretion, elect to make any such
               offer, it shall advise the Company of the contents of its Bid Loan Offer before
               9:15 A.M. (New York City time) on the proposed Bid Loan Date. 


          


	  	               
(iv)       
                The Company shall before 11:45 A.M. (New York City time) three Business Days
               before the proposed Bid Loan Date (in the case of Bid Loans requested by an
               Index Rate Bid Loan Request) and before 10:45 A.M. (New York City time) on the
               proposed Bid Loan Date (in the case of Bid Loans requested by an Absolute Rate
               Bid Loan Request) either, in its absolute discretion: 







     	 	               
(A)        cancel such Bid Loan Request by giving the Administrative Agent telephone notice
               to that effect, or 


          



     	 	               
(B)         accept one or more of the offers made by any Bid Loan Lender or Bid Loan Lenders
               pursuant to clause (ii) or clause (iii) above, as the case may be, by giving
               telephone notice to the Administrative Agent (immediately confirmed by delivery
               to the Administrative Agent of a Bid Loan Confirmation) of the amount of Bid
               Loans for each relevant Interest Period to be made by each Bid Loan Lender
               (which amount shall be equal to or less than the maximum amount for such
               Interest Period specified in the Bid Loan Offer of such Bid Loan Lender, and for
               all Interest Periods included in such Bid Loan Offer shall be equal to or less
               than the aggregate maximum amount specified in such Bid Loan Offer for all such
               Interest Periods) and reject any remaining offers made by Bid Loan Lenders
               pursuant to clause (ii) or clause (iii) above, as the case may be;
               provided, however, that (x) the Company may not accept offers for
               Bid Loans for any Interest Period in an aggregate principal amount in excess of
               the maximum principal amount requested for such Interest Period in the related
               Bid Loan Request, (y) if the Company accepts any of such offers, it must accept
               offers strictly based upon pricing for such relevant Interest Period and no
               other criteria whatsoever and (z) if two or more Bid Loan Lenders submit offers
               for any Interest Period at identical pricing and the Company accepts any of such
               offers but does not wish to borrow the total amount offered by such Bid Loan
               Lenders with such identical pricing, the Company shall accept offers from all of
               such Bid Loan Lenders in amounts allocated among them pro rata
               according to the amounts offered by such Bid Loan Lenders (or as nearly
               pro rata as shall be practicable, after giving effect to the
               requirement that Bid Loans made by a Bid Loan Lender on a Bid Loan Date for each
               relevant Interest Period shall be in a principal amount of $10,000,000 or an
               integral multiple of $1,000,000 in excess thereof). 


          



     	 	               
(v)         If the Company notifies the Administrative Agent that a Bid Loan Request is
               cancelled pursuant to clause (iv)(A) above, the Administrative Agent shall give
               prompt telephone notice thereof to the Bid Loan Lenders, and the Bid Loans
               requested thereby shall not be made. 


               



     	 	               
(vi)         If the Company accepts pursuant to clause (iv)(B) above one or more of the
               offers made by any Bid Loan Lender or Bid Loan Lenders, the Administrative Agent
               shall promptly notify by telephone each Bid Loan Lender which has made such an
               offer of the aggregate amount of such Bid Loans to be made on such Bid Loan Date
               for each Interest Period and of the acceptance or rejection of any offers to
               make such Bid Loans made by such Bid Loan Lender. Each Bid Loan Lender which is
               to make a Bid Loan shall, before 12:00 Noon (New York City time) on the Bid
               Loan Date specified in the Bid Loan Request applicable thereto, make available
               to the Administrative Agent at its office set forth in subsection 8.2 the amount
               of Bid Loans to be made by such Bid Loan Lender, in immediately available funds.
               The Administrative Agent will make such funds available to the Company promptly
               on such date at the Administrative Agent’s aforesaid address. As soon as
               practicable after each Bid Loan Date, the Administrative Agent shall notify each
               Lender of the aggregate amount of Bid Loans advanced on such Bid Loan Date and
               the respective Interest Periods therefor. 


               



	  	        (c)       
               Within the limits and on the conditions set forth in this subsection, the
               Company may from time to time borrow under this subsection, repay pursuant to
               paragraph (d) below, and reborrow under this subsection. 


               



	  	        (d)                      The Company shall repay to the Administrative Agent for the account of each Bid
               Loan Lender which has made a Bid Loan to it on the last day of the Interest
               Period for such Bid Loan (such Interest Period being that specified by the
               Company for repayment of such Bid Loan in the related Bid Loan Request) the then
               unpaid principal amount of such Bid Loan. The Company shall not have the right
               to prepay any principal amount of any Bid Loan without the prior consent of the
               Bid Loan Lender with respect thereto. 


               



	  	        (e)                      The Company shall pay interest on the unpaid principal amount of each Bid Loan
               made to it from the applicable Bid Loan Date to the stated maturity date
               thereof, at the rate of interest determined pursuant to paragraph (b) above
               (calculated on the basis of a 360 day year for actual days elapsed), payable on
               the interest payment date or dates specified by the Company for such Bid Loan in
               the related Bid Loan Request. If all or a portion of the principal amount of any
               Bid Loan or any interest payable thereon shall not be paid when due (whether at
               the stated maturity, by acceleration or otherwise), such overdue amount shall,
               without limiting any rights of any Lender under this Agreement, bear interest at
               a rate per annum which is (x) in the case of overdue principal, 2% above the
               rate which would otherwise be applicable to such Bid Loan until the scheduled
               maturity date with respect thereto and for each day thereafter at a rate per
               annum which is 2% above the Alternate Base Rate or (y) in the case of overdue
               interest, 2% above the Alternate Base Rate plus the Applicable Margin, in each
               case from the date of such non-payment until such amount is paid in full (as
               well after as before judgment). 


               



	  	        2.3   Denomination  of Committed Rate Loans.
Each borrowing of Committed  Rate Loans shall be in an aggregate  principal  amount of
$50,000,000 or a whole multiple of $5,000,000 in excess thereof.







	  	        2.4   Fees.
The Company agrees to pay to the Administrative Agent, for the ratable benefit of the Lenders, a facility fee
(the “Facility Fee”) in an amount equal to the Facility Fee Percentage,
of the Aggregate Commitments from and including the Effective Date to but excluding the
Termination Date, payable quarterly in arrears on the last day of each March, June,
September and December, and on the Termination Date. Such quarterly payment made hereunder
shall be a payment in consideration for holding open the availability of the Commitments
or making the Loans for the quarterly period completed on the date payment is due.







	  	        2.5   Changes of Commitments.
 (a) The Company shall have the right to terminate or reduce the unused portion of the
Commitments at any time or from time to time upon not less than three Business Days’
prior notice to the Administrative Agent (which shall notify the Lenders thereof as soon
as practicable) of each such termination or reduction, which notice shall specify the
effective date thereof and the amount of any such reduction (which shall be in a minimum
amount of $50,000,000 or a whole multiple of $5,000,000 in excess thereof) and shall be
irrevocable and effective only upon receipt by the Administrative Agent, provided
that no such reduction or termination shall be permitted if after giving effect thereto,
and to any prepayments of the Committed Rate Loans made on the effective date thereof, the
then outstanding principal amount of the Aggregate Loans would exceed the Aggregate
Commitments then in effect.









	  	        (b)       
          The Commitments once terminated or reduced pursuant to this subsection may not
          be reinstated. 


              



	  	        2.6   Optional Prepayments.
(a) The Company may prepay Committed Rate Loans or (with the consent of the Bid Loan Lender in
respect thereof) Bid Loans upon receipt by the Administrative Agent (which shall notify
the Lenders thereof as soon as practicable) of irrevocable notice from the Company prior
to 11:30 A.M. (New York City time) on the date of such prepayment.









	  	        (b)       
          If any Eurodollar Loan shall be prepaid on any day under this subsection 2.6
          other than the last day of the Interest Period applicable thereto, or prior to
          the conversion thereof if a notice of conversion has been delivered with respect
          thereto pursuant to subsection 2.9, the Company shall, on the date of such
          payment, also pay all interest accrued on such Eurodollar Loan to the date of
          such payment and all amounts payable pursuant to subsection 2.16 in connection
          therewith. 


               



	  	        2.7   Minimum Principal Amount of
Tranches. All borrowings, payments and prepayments in respect of Committed Rate Loans
shall be in such amounts and be made pursuant to such elections so that after giving
effect thereto the aggregate principal amount of the Committed Rate Loans comprising any
Tranche shall not be less than $50,000,000 or a whole multiple of $5,000,000 in excess
thereof. 







	  	        2.8   Committed Rate Loan Interest
Rates and Payment Dates. (a)  Each Committed Rate Loan comprising each
Eurodollar Tranche shall bear interest for each day during each Interest Period with
respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day
plus the Applicable Margin.








	  	        (b)                 The Alternate Base Rate Loans shall bear interest at a rate per annum equal to
          the Alternate Base Rate plus the Applicable Margin. 


               



	  	        (c)                 If all or a portion of the principal amount of any Committed Rate Loan which is
          a Eurodollar Loan shall not be paid when due (whether at the stated maturity, by
          acceleration or otherwise), such overdue principal amount of such Committed Rate
          Loan shall be converted to an Alternate Base Rate Loan at the end of the
          Interest Period applicable thereto. 


                



	  	        (d)       
          If all or a portion of (i) the principal amount of any Committed Rate Loan, (ii)
          any interest payable thereon or (iii) any fee or other amount payable hereunder
          shall not be paid when due (whether at the stated maturity, by acceleration or
          otherwise), such overdue amount shall bear interest at a rate per annum which is
          (x) in the case of overdue principal, the rate that would otherwise be
          applicable thereto pursuant to the foregoing provisions of this subsection
          plus 2% or (y) in the case of overdue interest, fees or other amounts,
          the rate described in paragraph (b) of this subsection plus 2%, in each
          case from the date of such non-payment until such amount is paid in full (after
          as well as before judgment). 


                



	  	        (e)       
          Interest on each Committed Rate Loan shall be payable in arrears on each
          Interest Payment Date, provided that interest accruing pursuant to
          paragraph (d) of this subsection shall be payable from time to time on demand. 


                 



	  	        2.9   Conversion Options.
(a)
The Company may elect from time to time to convert Alternate Base Rate Loans to Eurodollar
Loans by giving the Administrative Agent prior irrevocable written notice of such election
received by the Administrative Agent prior to 12:00 Noon, New York City time, three
Business Days prior to the proposed conversion date. The Company may elect from time to
time to convert Eurodollar Loans to Alternate Base Rate Loans by giving the Administrative
Agent prior irrevocable notice of such election received by the Administrative Agent prior
to 12:00 Noon, New York City time, one Business Day prior to the proposed conversion
date. If the date upon which an Alternative Base Rate Loan is to be converted to a
Eurodollar Loan is not a Business Day in London, then such conversion shall be made on the
next succeeding Business Day in London and during the period from such last day of an
Interest Period to such succeeding Business Day such Loan shall bear interest as if it
were an Alternate Base Rate Loan. All or any part of outstanding Eurodollar Loans and
Alternate Base Rate Loans may be converted as provided herein, provided that (i) no
Loan may be converted into a Eurodollar Loan when any Default or Event of Default has
occurred and is continuing and the Administrative Agent or the Majority Lenders have
determined that such conversion is not appropriate and (ii) partial conversions shall
be in an aggregate principal amount of $50,000,000 or a whole multiple of $5,000,000 in
excess thereof.








	  	        (b)       
          Any Eurodollar Loans may be continued as such upon the expiration of an Interest
          Period with respect thereto by compliance by the Company with the notice
          provisions contained in subsection 2.9(a); provided, that no Eurodollar
          Loan may be continued as such when any Default or Event of Default has occurred
          and is continuing, and the Administrative Agent or the Majority Lenders have
          determined that such a continuation is not appropriate, in which case such Loan
          shall be automatically converted to an Alternate Base Rate Loan on the last day
          of the then current Interest Period with respect thereto.


               



	  	        2.10   Computation of Interest and
Fees. (a) Interest payable hereunder with respect to Alternate Base Rate Loans shall
be calculated on the basis of a year of 365/6 days for the actual days elapsed. All other
fees, interest and all other amounts payable hereunder shall be calculated on the basis of
a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Company and the Lenders of each determination of a Eurodollar Rate
on the Business Day of the determination thereof. Any change in the interest rate on a
Committed Rate Loan resulting from a change in the Alternate Base Rate shall become
effective as of the opening of business on the day on which such change in the Alternate
Base Rate shall become effective. The Administrative Agent shall as soon as practicable
notify the Company and the Lenders of the effective date and the amount of each such
change.








	  	        (b)       
          Each determination of an interest rate by the Administrative Agent pursuant to
          any provision of this Agreement shall be conclusive and binding on the Company
          and the Lenders in the absence of manifest error. The Administrative Agent
          shall, at the request of the Company, deliver to the Company a statement showing
          the quotations and the computations used by the Administrative Agent in
          determining any interest rate. 


               



	  	        (c)       
          If any Reference Lender’s Commitment shall terminate for any reason
          whatsoever (otherwise than with termination of all the Commitments), such
          Reference Lender shall thereupon cease to be a Reference Lender, and if for any
          reason there shall cease to be at least two Reference Lenders, then the
          Administrative Agent (after consultation with the Company and the Lenders)
          shall, by notice to the Company and the Lenders, designate another Lender as a
          Reference Lender (who shall be reasonably acceptable to the Company) so that
          there shall at all times be at least two Reference Lenders. 


               



	  	        (d)       
          Each Reference Lender shall use its best efforts to furnish quotations of rates
          to the Administrative Agent when and as contemplated hereby. If any of the
          Reference Lenders shall be unable or otherwise fails to supply such rates to the
          Administrative Agent upon its request, the rate of interest shall, subject to
          the provisions of subsection 2.13, be determined on the basis of the quotations
          of the remaining Reference Lenders or Reference Lender. 


               



	  	        2.11   Pro Rata Treatment, Payments
and Evidence of Debt. (a) Each borrowing of Committed Rate Loans and any reduction of
the Commitments shall be made pro rata according to the respective
Commitment Percentages of the Lenders. Each payment by the Company under this Agreement
shall be applied, first, to any fees then due and owing by the Company pursuant to
subsection 2.4, second, to interest then due and owing in respect of the Loans and,
third, to principal then due and owing in respect of the Loans. Each payment by the
Company on account of any fees pursuant to subsection 2.4 shall be made pro
rata in accordance with the respective amounts due and owing. Each payment (other
than prepayments) by the Company on account of principal of and interest on the Committed
Rate Loans shall be made pro rata according to the respective amounts due
and owing. Each prepayment on account of principal of the Loans (except to the extent
designated to be applied to Bid Loans) shall be applied, first, to such of the
Committed Rate Loans as the Company may designate (to be applied pro rata
among the Lenders), and, second, after all Committed Rate Loans shall have been
paid in full, to Bid Loans, pro rata according to the respective amounts
outstanding; provided, that prepayments made pursuant to subsection 2.14 shall be
applied in accordance with such subsection; and provided further that nothing
herein shall be deemed to permit optional prepayments on account of Bid Loans without the
prior consent of the Bid Loan Lender with respect thereto. 







	  	        (b)       
          All payments (including prepayments) to be made by the Company on account of
          principal, interest and fees shall be made without defense, set-off or
          counterclaim (except as provided in subsection 2.17(b)) and shall be made to the
          Administrative Agent for the account of the Lenders at the Administrative
          Agent’s office specified in subsection 8.2 in Dollars and in immediately
          available funds. The Administrative Agent shall distribute such payments to the
          Lenders entitled thereto promptly upon receipt in like funds as received. If any
          payment hereunder (other than payments on the Eurodollar Loans or Index Rate Bid
          Loans payable on the next preceding Business Day as a result of the following
          sentence) becomes due and payable on a day other than a Business Day, such
          payment shall be extended to the next succeeding Business Day, and, with respect
          to payments of principal, interest thereon shall be payable at the then
          applicable rate during such extension. If any payment on a Eurodollar Loan or an
          Index Rate Bid Loan becomes due and payable on a day other than a Business Day,
          the maturity thereof shall be extended to the next succeeding Business Day
          unless the result of such extension would be to extend such payment into another
          calendar month, in which event such payment shall be made on the immediately
          preceding Business Day. 


               



	  	        (c)       
          Each Lender shall maintain in accordance with its usual practice an account or
          accounts evidencing the indebtedness of the Company 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. 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 Company 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. The entries made in
          the accounts maintained pursuant to the two preceding sentences 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 Company to repay the Loans in
          accordance with the terms of this Agreement. 


               



	  	        (d)       
          Any Lender (including any Replacement Lender) may request that Loans made by it
          be evidenced by a promissory note. In such event, the Company 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 reasonably satisfactory to the Administrative Agent.
          Thereafter, the Loans evidenced by such promissory note and interest thereon
          shall at all times (including after assignment pursuant to subsection 8.6) be
          represented by one or more promissory notes in such form payable to the order of
          the payee named therein (or, if such promissory note is a registered note, to
          such payee and its registered assigns). 


               



	  	        2.12   Non-Receipt of Funds by the
Administrative Agent. (a) Unless the Administrative Agent shall have been notified by
a Lender prior to the time a Committed Rate Loan is to be made by such Lender (which
notice shall be effective upon receipt) that such Lender does not intend to make the
proceeds of such Committed Rate Loan available to the Administrative Agent, the
Administrative Agent may assume that such Lender has made such proceeds available to the
Administrative Agent at such time, and the Administrative Agent may in reliance upon such
assumption (but shall not be required to) make available to the Company a corresponding
amount. If such amount is made available to the Administrative Agent on a date after such
Borrowing Date, such Lender shall pay to the Administrative Agent on demand an amount
equal to the product of (i) the daily average Federal Funds Effective Rate during such
period, times (ii) the amount of such Lender’s Commitment Percentage of such
borrowing, times (iii) a fraction, the numerator of which is the number of days that
elapse from and including such Borrowing Date to the date on which such Lender’s
Commitment Percentage of such borrowing shall have become immediately available to the
Administrative Agent and the denominator of which is 360. If such Lender’s Commitment
Percentage is not in fact made available to the Administrative Agent by such Lender within
three Business Days of such Borrowing Date, the Administrative Agent shall be entitled to
recover such amount with interest thereon at the rate per annum applicable to Alternate
Base Rate Loans hereunder, on demand, from the Company.  








	  	        (b)       
          Unless the Administrative Agent shall have been notified by the Company prior to
          the date on which any payment is due from it hereunder (which notice shall be
          effective upon receipt) that the Company does not intend to make such payment,
          the Administrative Agent may assume that the Company has made such payment when
          due, and the Administrative Agent may in reliance upon such assumption (but
          shall not be required to) make available to each Lender on such payment date an
          amount equal to the portion of such assumed payment to which such Lender is
          entitled hereunder, and if the Company has not in fact made such payment to the
          Administrative Agent, such Lender shall, on demand, repay to the Administrative
          Agent the amount made available to such Lender. If such amount is repaid to the
          Administrative Agent on a date after the date such amount was made available to
          such Lender, such Lender shall pay to the Administrative Agent on demand an
          amount equal to the product of (i) the daily average Federal Funds Effective
          Rate during such period, times (ii) the amount made available to such Lender by
          the Administrative Agent pursuant to this paragraph (b), times (iii) a fraction,
          the numerator of which is the number of days that elapse from and including the
          date on which such amount was made available to such Lender to the date on which
          such amount shall have been repaid to the Administrative Agent by such Lender
          and become immediately available to the Administrative Agent and the denominator
          of which is 360.


               



	  	        (c)       
          A certificate of the Administrative Agent submitted to the Company or any Lender
          with respect to any amount owing under this subsection shall be conclusive in
          the absence of manifest error. 


               



	  	        2.13   Inability to Determine
Interest Rate. (a) Notwithstanding any other provision of this Agreement, if (i) the
Administrative Agent reasonably determines that, for any reason whatsoever, a rate for
Eurodollar Loans cannot be determined as provided in the definition of Eurodollar Rate for
any Interest Period or (ii) the Majority Lenders shall determine (which determination
shall be conclusive) that the rates for the purpose of computing the Eurodollar Rate do
not adequately and fairly reflect the cost to such Lenders of funding Eurodollar Loans
that the Company has requested be outstanding as a Eurodollar Tranche during such Interest
Period, the Administrative Agent shall forthwith give telephone notice of such
determination, confirmed in writing, to the Company and the Lenders at least two Business
Days prior to the first day of such Interest Period. Unless the Company shall have
notified the Administrative Agent upon receipt of such telephone notice that it wishes to
rescind or modify its request regarding such Eurodollar Loans, any Loans that were
requested to be made as Eurodollar Loans shall be made as Alternate Base Rate Loans and
any Loans that were requested to be converted into or continued as Eurodollar Loans shall
be converted into Alternate Base Rate Loans. Until any such notice has been withdrawn by
the Administrative Agent, no further Loans shall be made as, continued as, or converted
into, Eurodollar Loans.  








	  	        (b)       
          In the event that the Administrative Agent shall have determined (which
          determination shall be conclusive and binding upon the Company) that by reason
          of circumstances affecting the interbank eurodollar market, adequate and
          reasonable means do not exist for ascertaining the Eurodollar Rate for any
          Interest Period with respect to a proposed Bid Loan to be made pursuant to an
          Index Rate Bid Loan Request, the Administrative Agent shall forthwith give
          telephone notice of such determination, confirmed in writing, to the Company and
          the Bid Loan Lenders at least two Business Days prior to the proposed Bid Loan
          Date, and such Bid Loans shall not be made on such Bid Loan Date. Until any such
          notice has been withdrawn by the Administrative Agent, no further Index Rate Bid
          Loan Requests shall be submitted by the Company. 


               



	  	        2.14   Illegality.
Notwithstanding any other provision of this Agreement, if the adoption of or any change in
any Requirement of Law or in the interpretation or application thereof by any relevant
Governmental Authority to any Lender shall make it unlawful for such Lender to make or
maintain Eurodollar Loans as contemplated by this Agreement or to obtain in the interbank
eurodollar market the funds with which to make such Loans, (a) such Lender shall promptly
notify the Administrative Agent and the Company thereof, (b) the commitment of such Lender
hereunder to make Eurodollar Loans or continue Eurodollar Loans as such shall forthwith be
cancelled and (c) such Lender’s Committed Rate Loans then outstanding as Eurodollar
Loans, if any, shall be converted on the last day of the Interest Period for such Loans or
within such earlier period as required by law into Alternate Base Rate Loans. The Company
hereby agrees promptly to pay any Lender, upon its demand, any additional amounts
necessary to compensate such Lender for actual and direct costs reasonably incurred by
such Lender in making any repayment in accordance with this subsection including, but not
limited to, any interest or fees payable by such Lender to lenders of funds obtained by it
in order to make or maintain its Eurodollar Loans hereunder. A certificate as to any
additional amounts payable pursuant to this subsection submitted by such Lender, through
the Administrative Agent, to the Company shall be conclusive in the absence of manifest
error. Each Lender agrees to use reasonable efforts to avoid or to minimize any amounts
which may otherwise be payable pursuant to this subsection; provided,
however, that such efforts shall not cause the imposition on such Lender of any
additional costs or legal or regulatory burdens deemed by such Lender to be material.  







	  	        2.15   Requirements of Law.
 (a)
If the adoption of or any change in any Requirement of Law or in the interpretation or
application thereof or compliance by any Lender with any request or directive (whether or
not having the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof: 







	  	               
(i)       
does or shall impose, modify or hold applicable any reserve, special deposit,
               compulsory loan or similar requirement against assets held by, or deposits or
               other liabilities in or for the account of, advances or loans by, or other
               credit extended by, or any other acquisition of funds by, any office of such
               Lender which are not otherwise covered by subsection 2.15(b); or 


          



	  	               
(ii)       
 does or shall impose on such Lender any other condition;   


          




	  	and the result of any
          of the foregoing is to increase the cost to such Lender of making or maintaining
          Loans or to reduce any amount receivable hereunder, then, in any such case, the
          Company shall promptly pay such Lender, upon its demand, any additional amounts
          necessary to compensate such Lender for such additional cost or reduced amount
          receivable which such Lender reasonably deems to be material as determined by
          such Lender with respect to its Eurodollar Loans; provided
          however, that the Company shall have no obligation under this subsection
          2.15 to pay such Lender any additional amounts with respect to any such
          additional cost or reduced amount receivable resulting from taxes addressed in
          subsection 2.17. A certificate as to any additional amounts payable pursuant to
          this subsection submitted by such Lender, through the Administrative Agent, to
          the Company shall be conclusive in the absence of manifest error. Each Lender
          agrees to use reasonable efforts to avoid or to minimize any amounts which might
          otherwise be payable pursuant to this paragraph of this subsection;
          provided, however, that such efforts shall not cause the
          imposition on such Lender of any additional costs or legal or regulatory burdens
          deemed by such Lender to be material. 








	  	        (b)       
          In addition to amounts which may become payable from time to time pursuant to
          paragraph (a) of this subsection, the Company agrees to pay to each Lender which
          requests compensation under this paragraph (b) (by notice to the Company), on
          the last day of each Interest Period with respect to any Eurodollar Loan made by
          such Lender, so long as such Lender shall be required to maintain reserves
          against “Eurocurrency liabilities” under Regulation D of the Board of
          Governors of the Federal Reserve System (or, so long as such Lender may be
          required by such Board of Governors or by any other Governmental Authority to
          maintain reserves against any other category of liabilities which includes
          deposits by reference to which the interest rate on Eurodollar Loans is
          determined as provided in this Agreement or against any category of extensions
          of credit or other assets of such Lender which includes any Eurodollar Loans),
          an additional amount (determined by such Lender and notified to the Company)
          representing such Lender’s calculation or, if an accurate calculation is
          impracticable, reasonable estimate (using such reasonable means of allocation as
          such Lender shall determine) of the actual costs, if any, incurred by such
          Lender during such Interest Period as a result of the applicability of the
          foregoing reserves to such Eurodollar Loans, which amount in any event shall not
          exceed the product of the following for each day of such Interest Period: 


               



	  	               
(i)       
 the principal amount of the Eurodollar Loans made by such Lender to which such
               Interest Period relates outstanding on such day; and 


          



	  	               
(ii)       
 the difference between (x) a fraction (expressed as a decimal) the numerator of
               which is the Eurodollar Rate (expressed as a decimal) applicable to such
               Eurodollar Loan and the denominator of which is one minus the maximum rate
               (expressed as a decimal) at which such reserve requirements are imposed by such
               Board of Governors or other Governmental Authority on such date minus (y) such
               numerator; and 


          



	  	               
(iii)       
  a fraction the numerator of which is one and the denominator of which is 360. 


          



	  	        (c)       
          If any Lender shall have determined that the adoption of or any change in any
          Requirement of Law regarding capital adequacy or in the interpretation or
          application thereof or compliance by such Lender or any corporation controlling
          such Lender with any request or directive regarding capital adequacy (whether or
          not having the force of law) from any central bank or Governmental Authority
          made subsequent to the date hereof does or shall have the effect of reducing the
          rate of return on such Lender’s or such corporation’s capital as a
          consequence of its obligations hereunder to a level below that which such Lender
          or such corporation could have achieved but for such adoption, change or
          compliance (taking into consideration such Lender’s or such
          corporation’s policies with respect to capital adequacy) by an amount
          deemed by such Lender to be material, then from time to time, within 15 days
          after demand by such Lender, the Company shall pay to such Lender such
          additional amount as shall be certified by such Lender as being required to
          compensate it for such reduction. 


               



	  	        (d)       
          Notwithstanding anything to the contrary contained herein, the Company shall not
          have any obligation to pay to any Lender amounts owing under this subsection
          2.15 for any period which is more than 60 days prior to the date upon which the
          request for payment therefor is delivered to the Company; provided that
          in no event shall the Company have any obligation to pay to any Lender amounts
          owing under subsection 2.15(b) for any period which is prior to the commencement
          of the Interest Period in effect at the time a demand for payment is made by
          such Lender. 


               



	  	        (e)       
          The agreements in this subsection shall survive the termination of this
          Agreement and payment of the Loans and all other amounts payable hereunder.


               



	  	        2.16   Indemnity.
 The Company hereby agrees to indemnify each Lender and to hold such Lender harmless from any funding
loss or expense which such Lender may sustain or incur as a consequence of (a) default by
the Company in payment of the principal amount of or interest on any Loan by such Lender
in accordance with the terms of subsections 2.1(d), 2.2(d), 2.2(e) and 2.8(e), as the case
may be, (b) default by the Company in making a borrowing after the Company has given a
notice in accordance with subsection 2.1 or 2.2, (c) default by the Company in making any
prepayment after the Company has given a notice in accordance with subsection 2.6 and/or
(d) the making by the Company of a prepayment of a Committed Rate Loan (including without
limitation, any prepayment of an Alternate Base Rate Loan after notice of conversion to a
Eurodollar Loan has been delivered with respect thereto pursuant to subsection 2.9), or
the conversion thereof, on a day which is not the last day of the Interest Period with
respect thereto, in each case including, but not limited to, any such loss or expense
arising from interest or fees payable by such Lender to lenders of funds obtained by it in
order to maintain its Loans hereunder. A certificate as to any additional amounts payable
pursuant to this subsection submitted by any Lender, through the Administrative Agent, to
the Company (which certificate must be delivered to the Administrative Agent within thirty
days following such default, prepayment or conversion) shall be conclusive in the absence
of manifest error. The agreements in this subsection shall survive termination of this
Agreement and payment of the Loans and all other amounts payable hereunder. 







	  	        2.17   Taxes.
 (a) All payments made by the Company hereunder will be, except as provided in subsection 2.17(b), made free
and clear of, and without deduction or withholding for, any present or future taxes,
levies, imposts, duties, fees, assessments or other charges of whatever nature now or
hereafter imposed by any Governmental Authority or by any political subdivision or taxing
authority thereof or therein with respect to such payments (but excluding any tax imposed
on or measured by the net income or net profits of a Lender (or franchise, capital or
other similar taxes imposed in lieu of a tax on net income or net profits), pursuant to
the laws of the jurisdiction in which it is organized or the jurisdiction in which the
principal office or applicable lending office of such Lender is located or any subdivision
thereof or therein) and all interest, penalties or similar liabilities with respect
thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other
charges being referred to collectively as “Taxes”). If any Taxes are so
levied or imposed, the Company agrees to pay the full amount of such Taxes, and such
additional amounts as may be necessary so that every payment of all amounts due under this
Agreement, after withholding or deduction for or on account of any Taxes, will not be less
than the amount that would have been paid had no such withholding or deduction of Taxes
been made. The Company will furnish to the Administrative Agent as soon as practicable
after the date the payment of any Taxes is due pursuant to applicable law certified copies
(to the extent reasonably available and required by law) of tax receipts evidencing such
payment by the Company. The Company agrees to indemnify and hold harmless each Lender, and
reimburse such Lender upon its written request, for the amount of any Taxes so levied or
imposed and paid by such Lender. 









	  	        (b)       
          Each Lender that is not a United States person (as such term is defined in
          Section 7701(a)(30) of the Code) for United States federal income tax purposes
          agrees to deliver to the Company and the Administrative Agent on or prior to the
          Effective Date, or in the case of a Lender that is an assignee or transferee of
          an interest under this Agreement pursuant to subsection 8.6(c) (unless the
          respective Lender was already a Lender hereunder immediately prior to such
          assignment or transfer), on the date of such assignment or transfer to such
          Lender, (i) two accurate and complete original signed copies of Internal Revenue
          Service Form W-8ECI or W-8BEN (with respect to the benefit of any income tax
          treaty) (or successor forms) certifying to such Lender’s entitlement to a
          complete exemption from United States withholding tax with respect to payments
          to be made under this Agreement, or (ii) if the Lender is not a “bank”
          within the meaning of Section 881(c)(3)(A) of the Code, either Internal Revenue
          Service Form W-8ECI or W-8BEN (with respect to the benefit of any income tax
          treaty) pursuant to clause (i) above, or (x) a certificate substantially in
          the form of Exhibit C (any such certificate, a “2.17
          Certificate”) and (y) two accurate and complete original signed
          copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio
          interest exception under Sections 871(h) or 881(c) of the Code) (or successor
          form) certifying to such Lender’s entitlement to an exemption from United
          States withholding tax with respect to payments of interest to be made under
          this Agreement. In addition, each Lender agrees that it will deliver upon the
          Company’s request updated versions of the foregoing, as applicable,
          whenever the previous certification has become obsolete or inaccurate in any
          material respect, together with such other forms as may be required in order to
          confirm or establish the entitlement of such Lender to a continued exemption
          from or reduction in United States withholding tax with respect to payments
          under this Agreement, or it shall immediately notify the Company and the
          Administrative Agent of its inability to deliver any such Form or Certificate,
          in which case such Lender shall not be required to deliver any such Form or
          Certificate pursuant to this subsection 2.17(b). Notwithstanding anything to the
          contrary contained in subsection 2.17(a), but subject to the immediately
          succeeding sentence, (x) the Company shall be entitled, to the extent it is
          required to do so by law, to deduct or withhold Taxes imposed by the United
          States (or any political subdivision or taxing authority thereof or therein)
          from interest, fees or other amounts payable hereunder for the account of any
          Lender that is not a United States person (as such term is defined in Section
          7701(a)(30) of the Code) for United States federal income tax purposes and (y)
          the Company shall not be obligated pursuant to subsection 2.17(a) hereof to
          gross-up payments to be made to or otherwise indemnify a Lender in respect of
          such Taxes to the extent that such Lender has not provided to the Company U.S.
          Internal Revenue Service Forms (and, if applicable, a 2.17 Certificate) that
          establish a complete exemption from such deduction or withholding.
          Notwithstanding anything to the contrary contained in the preceding sentence or
          elsewhere in this subsection 2.17, the Company agrees to pay additional amounts
          and to indemnify each Lender in the manner set forth in subsection 2.17(a)
          (without regard to the identity of the jurisdiction requiring the deduction or
          withholding) in respect of the incremental amount of Taxes deducted or withheld
          or required to be deducted or withheld by it as a result of any changes after
          the Effective Date, or in the case of a Lender that is an assignee or transferee
          of an interest under this Agreement pursuant to subsection 8.6(c), after the
          date of such assignment or transfer to such Lender, in any applicable law,
          treaty, governmental rule, regulation, guideline or order, or in the
          interpretation thereof, relating to the deducting or withholding of Taxes even
          if such Lender is unable, as a result of such changes, to deliver the forms or
          2.17 Certificate described in clause (i) or (ii) of the first sentence of this
          subsection 2.17(b). 


               



	  	        (c)       
          Each Lender agrees to use reasonable efforts (including reasonable efforts to
          change its lending office) to avoid or to minimize any amounts which might
          otherwise be payable pursuant to this subsection; provided,
          however, that such efforts shall not cause the imposition on such Lender
          of any additional costs or legal or regulatory burdens deemed by such Lender to
          be material. 


               



	  	        (d)       
          If the Company pays any additional amount pursuant to this subsection 2.17 with
          respect to a Lender, such Lender shall use reasonable efforts to obtain a refund
          of tax or credit against its tax liabilities on account of such payment;
          provided that such Lender shall have no obligation to use such reasonable
          efforts if either (i) it is in an excess foreign tax credit position or (ii) it
          believes in good faith, in its sole discretion, that claiming a refund or credit
          would cause adverse tax consequences to it. In the event that such Lender
          receives such a refund or credit, such Lender shall pay to the Company an amount
          that such Lender reasonably determines is equal to the net tax benefit obtained
          by such Lender as a result of such payment by the Company. In the event that no
          refund or credit is obtained with respect to the Company’s payments to such
          Lender pursuant to this subsection 2.17, then such Lender shall provide a
          certification that such Lender has not received a refund or credit for such
          payments. Nothing contained in this subsection 2.17 shall require a Lender to
          disclose or detail the basis of its calculation of the amount of any tax benefit
          or any other amount or the basis of its determination referred to in the proviso
          to the first sentence of this subsection 2.17(d) to the Company or any other
          party.


               



	  	        (e)       
          The agreements in this subsection shall survive the termination of this
          Agreement and the payment of the Loans and all other amounts payable hereunder. 


               



	  	        2.18   Replacement of Lenders.
 In the event that any Lender shall submit a request for additional reimbursement under
subsection 2.15(a), (b) or (c) or subsection 2.17, the Company shall have the right to
replace such Lender (the “Replaced Lender”) with one or more other
Eligible Transferee or Transferees, (collectively, the “Replacement
Lender”) reasonably acceptable to the Administrative Agent, provided that: 







	  	               
(i)       
 at the time of any replacement pursuant to this subsection 2.18, the Replacement
               Lender shall enter into one or more Commitment Transfer Supplements pursuant to
               subsection 8.6(c) (and with all fees payable pursuant to subsection 8.6(e) to be
               paid by the Replacement Lender) pursuant to which the Replacement Lender shall
               acquire all of the Commitments and outstanding Committed Rate Loans of the
               Replaced Lender hereunder and (if the Company so requests) under the Existing
               5-Year Credit Agreement, and in connection therewith, shall pay to the Replaced
               Lender in respect thereof an amount equal to the sum of (x) an amount equal to
               the principal of, and all accrued but unpaid interest on, all outstanding
               Committed Rate Loans of the Replaced Lender hereunder and thereunder, and (y) an
               amount equal to all accrued but unpaid Facility Fees (if any) owing to the
               Replaced Lender pursuant to subsection 2.4 hereof and thereof; and 


          



	  	               
(ii)       
all obligations of the Company owing to the Replaced Lender hereunder and (if
               the Company so requests) under the Existing 5-Year Credit Agreement (including
               the aforesaid increased fees but other than (x) those specifically described in
               clause (i) above in respect of which the assignment purchase price has been, or
               is concurrently being, paid and (y) accrued but not due interest on, and the
               principal of, all Bid Loans of the Replaced Bank then outstanding (which will be
               paid when and as due by the Company)) shall be paid in full to such Replaced
               Lender by the Company concurrently with such replacement; provided,
               that, no such payment shall be required in respect of periods commencing
               (x) prior to the commencement of the Interest Period in respect of which such
               payment is sought, in the case of any payment pursuant to subsection 2.15(b), or
               (y) prior to the date which is 60 days prior to the date of such payment
               request, in all other cases. 


          



	  	        The Company will also be required to
provide reimbursement to such Replaced Lender for any additional amounts owing pursuant
to subsection 2.15(a), (b) or (c) or subsection 2.17 for the period subsequent to such
request through the date of such replacement. Upon the execution of the respective
Commitment Transfer Supplements and the payment of amounts referred to in clauses (i) and
(ii) above, the Replacement Lender shall become a Lender hereunder and the Replaced
Lender shall cease to constitute a Lender hereunder, except with respect to
indemnification provisions under this Agreement (and the obligation, if any, owed it in
respect of any outstanding Bid Loan), which shall survive as to such Replaced Lender. The
Administrative Agent agrees with the Company to use diligent efforts to assist the
Company in locating any necessary Replacement Lender. 







	  	         SECTION 3.   REPRESENTATIONS AND WARRANTIES










	  	        To
induce the Lenders to enter into this Agreement and to make the Loans herein provided for,
the Company hereby represents and warrants to the Administrative Agent and to each Lender
that: 







	  	        3.1   Financial Condition.
The consolidated balance sheet of the Company and its consolidated Subsidiaries as at December
31, 2004 and as at March 31, 2005 and the related consolidated statements of income and of
cash flows for the fiscal year or three-month period ended on such date, reported on (in
the case of such annual statements) by PricewaterhouseCoopers LLP, copies of which have
heretofore been furnished to each Lender, are complete and correct and present fairly the
consolidated financial condition of the Company and its consolidated Subsidiaries as at
such date, and the consolidated results of their operations and their consolidated cash
flows for the fiscal year or three-month period then ended, subject in the case of the
March 31, 2005 statements to normal year-end adjustments. All such financial statements,
including the related schedules and notes thereto, have been prepared in accordance with
GAAP applied consistently throughout the periods involved (except as disclosed therein).
Neither the Company nor any of its consolidated Subsidiaries had, at the date of the
balance sheets referred to above, any material Guarantee Obligation, contingent
liabilities or liability for taxes, long-term lease or unusual forward or long-term
commitment, including, without limitation, any material interest rate or foreign currency
swap or exchange transaction, which is not reflected in the foregoing statements or in the
notes thereto. 







	  	        3.2   No Change.
 Since December 31, 2004, there has been no development or event which has had a Material Adverse Effect.







	  	        3.3   Existence; Compliance with
Law. Each of the Company and its Significant Subsidiaries (a) is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, (b) has the corporate, limited liability company or partnership power and
authority and the legal right to own and operate all its material property, to lease the
material property it operates as lessee and to conduct the business in which it is
currently engaged, (c) is duly qualified as a foreign corporation, limited liability
company or partnership and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business requires such
qualification except to the extent that the failure to so qualify or be in good standing
would not, in the aggregate, have a Material Adverse Effect and (d) is in compliance with
all Requirements of Law except to the extent that the failure to comply therewith would
not, in the aggregate, reasonably be expected to have a Material Adverse Effect.







	  	        3.4   Power; Authorization;
Enforceable Obligations. The Company has full power and authority and the legal right
to make, deliver and perform this Agreement and has taken all necessary action to
authorize the execution, delivery and performance by it of this Agreement. No consent or
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the borrowings
hereunder or with the execution, delivery or performance of this Agreement by the Company
or with the validity or enforceability of this Agreement against the Company. This
Agreement has been duly executed and delivered on behalf of the Company. This Agreement
constitutes a legal, valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors’ rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law). 







	  	        3.5   No Legal Bar; No Default
. The execution, delivery and performance of this Agreement, the borrowings thereunder and
the use of the proceeds of the Loans will not violate any Requirement of Law or any
Contractual Obligation of the Company or its Significant Subsidiaries, and will not result
in, or require, the creation or imposition of any Lien on any of its or their respective
properties or revenues pursuant to any Requirement of Law or Contractual Obligation.
Neither the Company nor any of its Subsidiaries is in default under or with respect to any
of its Contractual Obligations in any respect which would reasonably be expected to have a
Material Adverse Effect. No Default or Event of Default has occurred and is continuing.  







	  	        3.6   No Material Litigation.
 No litigation, investigation or proceeding of or before any arbitrator or Governmental
Authority is pending or, to the best knowledge of the Company, threatened by or against
the Company or any of its Subsidiaries or against any of its or their respective
properties or revenues (a) with respect to this Agreement or any Loan or any of the
transactions contemplated hereby or (b) except as previously disclosed in filings with the
SEC, which would reasonably be expected to have a Material Adverse Effect.  







	  	        3.7   Investment Company Act.
 The Company is not an “investment company”, or a company “controlled”
by an “investment company”, within the meaning of the Investment Company Act of
1940, as amended. 







	  	        3.8   Federal Regulations.
 No part of the proceeds of any Loan hereunder will be used directly or indirectly for any
purpose which violates, or which would be inconsistent with, the provisions of Regulation
T, U or X of the Board of Governors of the Federal Reserve System as now and from time to
time hereafter in effect. No part of any such proceeds shall be used to purchase or carry
any “Margin Stock”, as that term is defined in said Regulation U.







	  	        3.9   ERISA.
Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of
Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period
prior to the date on which this representation is made or deemed made with respect to any
Plan, and each Plan has complied in all material respects with the applicable provisions
of ERISA and the Code, except to the extent that any such occurrence or failure to comply
would not reasonably be expected to have a Material Adverse Effect. No termination of a
Single Employer Plan has occurred resulting in any liability that has remained
underfunded, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year
period which would reasonably be expected to have a Material Adverse Effect. Except for
the Company’s Supplemental Executive Retirement Plan, the present value of all
accrued benefits under each Single Employer Plan (based on those assumptions used to fund
such Plans) did not, as of the last annual valuation date prior to the date on which this
representation is made or deemed made, exceed the value of the assets of such Plan
allocable to such accrued benefits by an amount which would reasonably be expected to have
a Material Adverse Effect. Neither the Company nor any Commonly Controlled Entity is
currently subject to any liability for a complete or partial withdrawal from a
Multiemployer Plan which would reasonably be expected to have a Material Adverse Effect. 







	  	        3.10   Environmental  Matters.
 Except to the extent that all of the following,  in the  aggregate,  would not reasonably be expected
to have a Material Adverse Effect: 







	  	        (a)       
               To the best knowledge of the Company, the facilities and properties owned,
               leased or operated by the Company or any of its Subsidiaries (the
               “Properties”) do not contain any Materials of Environmental
               Concern in amounts or concentrations which (i) constitute a violation of, or
               (ii) could give rise to liability under, any Environmental Law. 


               



	  	        (b)       
               To the best knowledge of the Company, the Properties and all operations at the
               Properties are in compliance, and have in the last five years been in
               compliance, in all material respects with all applicable Environmental Laws, and
               there is no contamination at, under or about the Properties or violation of any
               Environmental Law with respect to the Properties or the business operated by the
               Company or any of its Subsidiaries (the “Business”). 


               



	  	        (c)       
               Neither the Company nor any of its Subsidiaries has received any notice of
               violation, alleged violation, non-compliance, liability or potential liability
               regarding environmental matters or compliance with Environmental Laws with
               regard to any of the Properties or the Business, nor does the Company have
               knowledge or reason to believe that any such notice will be received or is being
               threatened. 


               



	  	        (d)       
               To the best knowledge of the Company, Materials of Environmental Concern have
               not been transported or disposed of from the Properties in violation of, or in a
               manner or to a location which could give rise to liability under, any
               Environmental Law, nor have any Materials of Environmental Concern been
               generated, treated, stored or disposed of at, on or under any of the Properties
               in violation of, or in a manner that could give rise to liability under, any
               applicable Environmental Law. 


               



	  	        (e)       
               No judicial proceeding or governmental or administrative action is pending or,
               to the knowledge of the Company, threatened, under any Environmental Law to
               which the Company or any Subsidiary is or will be named as a party with respect
               to the Properties or the Business, nor are there any consent decrees or other
               decrees, consent orders, administrative orders or other orders, or other
               administrative or judicial requirements outstanding under any Environmental Law
               with respect to the Properties or the Business. 


               



	  	        (f)       
               To the best knowledge of the Company, there has been no release or threat of
               release of Materials of Environmental Concern at or from the Properties, or
               arising from or related to the operations of the Company or any Subsidiary in
               connection with the Properties or otherwise in connection with the Business, in
               violation of or in amounts or in a manner that could give rise to liability
               under Environmental Laws. 


               



	  	        3.11   Purpose of Loans.
 This Agreement, and/or the proceeds of the Loans, will be used (i) for the Company’s
general corporate and working capital purposes and (ii) to support commercial paper, if
any. 







	  	        3.12   Restrictions on
Subsidiaries. There are no restrictions on the Company or any of its Subsidiaries
which prohibit or otherwise restrict the transfer of cash or other assets (x) between
the Company and any of its Subsidiaries or (y) between any Subsidiaries of the Company,
other than (i) applicable restrictions of law imposed on Subsidiaries by the jurisdictions
in which such Subsidiaries are incorporated or do business or (ii) other restrictions
which, in the aggregate, do not encumber a material amount of cash or other assets. 







	  	         SECTION 4.   CONDITIONS PRECEDENT









	  	        4.1   Conditions to Effective  Date.
 This  Agreement  shall become  effective  upon the  satisfaction  of the following  conditions
precedent: 








	  	        (a)       
               Execution of Agreement. The Administrative Agent shall have received one
               or more counterparts of this Agreement, executed by a duly authorized officer of
               each party hereto. 


               



	  	        (b)       
               Officer’s Certificate. The Administrative Agent shall have received,
               with a counterpart for each Lender, a certificate of a duly authorized officer
               of the Company, dated the Effective Date, substantially in the form of Exhibit H
               with appropriate insertions and attachments. 


               



	  	        (c)       
               Legal Opinion of Counsel. The Administrative Agent shall have received,
               with a copy for each Lender, an opinion of William M. Haskel, Vice President and
               Associate General Counsel of the Company, dated the Effective Date and addressed
               to the Administrative Agent and the Lenders, substantially in the form of
               Exhibit I. Such opinion shall also cover such other matters incident to the
               transactions contemplated by this Agreement as the Administrative Agent shall
               reasonably require. 


               



	  	        (d)       
               Fees. The Administrative Agent shall have received all fees due and
               payable on or prior to the Effective Date, and, to the extent invoiced at least
               two Business Days prior to the Effective Date, reimbursement or payment of all
               out-of-pocket expenses required to be reimbursed or paid by the Company
               hereunder. 


               



	  	        (e)       
               Existing 3-Year Credit Agreement. All commitments under the Existing
               3-Year Credit Agreement shall have terminated, and Loans under, and as defined
               in, the Existing 3-Year Credit Agreement (if any) shall have been repaid in
               full, together with all fees and other amounts owing thereunder. 


               



	  	        (f)       
               Amendment to Existing 5-Year Credit Agreement. The Amendment Effective
               Date under, and as defined in, the Existing 5-Year Credit Agreement Amendment
               shall have occurred or shall concurrently occur. 


               



	  	        (g)       
               Subsection 4.2 Conditions. The conditions specified in subsections 4.2(a)
               and (b) shall be satisfied on the Effective Date as if Loans were to be made on
               such date. 


               



	  	        (h)       
               Additional Matters. All other documents and legal matters in connection
               with the transactions contemplated by this Agreement shall be reasonably
               satisfactory in form and substance to the Administrative Agent and its counsel. 


               



	  	        4.2   Conditions to All Loans.
The obligation of each Lender to make any Loan to be made by it hereunder (including the
initial Loan to be made by it hereunder) is subject to the satisfaction of the following
conditions precedent on the date of making such Loan:







	  	        (a)       
               Representations and Warranties. The representations and warranties made
               by the Company herein (except for, in the case of any Loan made after the
               Effective Date, the representations and warranties set forth in subsections 3.2
               and 3.6) or which are contained in any certificate furnished at any time under
               or in connection herewith shall be true and correct in all material respects on
               and as of the date of such Loan as if made on and as of such date. 


               



	  	        (b)       
               No Default or Event of Default. No Default or Event of Default shall have
               occurred and be continuing on such date or after giving effect to the Loan to be
               made on such date unless such Default or Event of Default shall have been waived
               in accordance with this Agreement. 


               



	  	        (c)       
               Additional Conditions to Bid Loans. If such Loan is made pursuant to
               subsection 2.2, all conditions set forth in such subsection shall have been
               satisfied. 


               



	  	        (d)       
               Additional Conditions to Committed Rate Loans. If such Loan is made
               pursuant to subsection 2.1, all conditions set forth in such subsection shall
               have been satisfied. 


               



	  	        Each
acceptance by the Company of a Loan shall be deemed to constitute a representation and
warranty by the Company as of the date of such Loan that the applicable conditions in
paragraphs (a), (b), (c) and/or (d) of this subsection have been satisfied.







	  	         SECTION 5.    COVENANTS








	  	        The
Company hereby covenants and agrees that on the Effective Date, and thereafter for so long
as this Agreement is in effect and until the Commitments have terminated and the Loans,
together with interest, Facility Fees and all other amounts owing to the Administrative
Agent or any Lender hereunder, are paid in full, the Company shall and, in the case of
subsections 5.3, 5.4, 5.5 and 5.6, shall cause each of its Significant Subsidiaries to,
and in the case of subsections 5.7, 5.8 and 5.10 shall cause each of its Subsidiaries to:







	  	        5.1    Financial Statements.
Furnish to the Administrative Agent:







	  	        (a)       
               as soon as available, but in any event within 120 days after the end of each
               fiscal year of the Company, a copy of the consolidated balance sheet of the
               Company and its consolidated Subsidiaries as at the end of such year and the
               related consolidated statements of income and retained earnings and of cash
               flows of the Company and its consolidated Subsidiaries for such year, setting
               forth in each case in comparative form the figures for the previous year,
               reported on without a “going concern” or like qualification or
               exception, or qualification indicating that the scope of the audit was
               inadequate to permit such independent certified public accountants to certify
               such financial statements without such qualification, by PricewaterhouseCoopers
               LLP or another firm of independent certified public accountants of nationally
               recognized standing; 


               



	  	        (b)       
               as soon as available, but in any event not later than 60 days after the end of
               each of the first three quarterly periods of each fiscal year of the Company, a
               copy of the Company’s Report on Form 10-Q, as filed with the SEC; and 


               



	  	        (c)       
               together with each financial statement delivered pursuant to clauses (a) and
               (b), any certification to the SEC of such financial statements by the
               Company’s chief executive officer and chief financial officer, in each case
               to the extent required to be made publicly available as part of or accompanying
               such financial statements; 


               






	  	all such financial statements to be
complete and correct in all material respects and to be prepared in reasonable detail and
in accordance with GAAP applied consistently throughout the periods reflected therein
(except as approved by such accountants or a Responsible Officer, as the case may be, and
disclosed therein).







	  	        5.2   Certificates; Other
Information. Furnish to the Administrative Agent; provided that, with respect
to any report, financial statement or other information required to be delivered pursuant
to subsection 5.2(c) which has been posted on the Company’s website on the Internet
at the website address at www.wyeth.com, at sec.gov/edaux/searches.htm or at another website
identified in a notice delivered to the Administrative Agent and accessible by the
Administrative Agent without charge shall be deemed to have been furnished by the Company
(it being agreed that upon the request of the Administrative Agent, the Company shall
deliver paper copies of any such report, financial statement or other information to the
Administrative Agent):







	  	        (a)       
               concurrently with the delivery of the financial statements referred to in
               subsection 5.1(a) above, a certificate of the independent certified public
               accountants reporting on such financial statements stating that in making the
               examination necessary therefor no knowledge was obtained of any Default or Event
               of Default, except as specified in such certificate; 


               



	  	        (b)       
               concurrently with the delivery of the financial statements referred to in
               subsection 5.1(a) above and the Report on Form 10-Q for the Company’s
               fiscal quarters referred to in subsection 5.1(b) above, a certificate of a
               Responsible Officer of the Company stating that, to the best of such Responsible
               Officer’s knowledge, the Company during such period observed or performed
               all of its covenants and other agreements, and satisfied every material
               condition, contained in this Agreement to be observed, performed or satisfied by
               it, and that such Responsible Officer has obtained no knowledge of any Default
               or Event of Default except as specified in such certificate and such certificate
               shall include the calculation required to indicate compliance with subsection
               5.9; 


               



	  	        (c)       
               within thirty days after the same are sent, copies of all reports (other than
               those otherwise provided pursuant to subsection 5.1 and those which are of a
               promotional nature) and other financial information which the Company sends to
               its stockholders, and within thirty days after the same are filed, copies of all
               financial statements, non-confidential periodic reports and reports filed on
               Form 8-K which the Company may make to, or file with, the SEC or any analogous
               Governmental Authority (other than those otherwise provided pursuant to
               subsection 5.1); and 


               



	  	        (d)       
               promptly, such additional financial and other information as the Administrative
               Agent, on behalf of any Lender, may from time to time reasonably request. 


               



	  	        5.3   Payment of Obligations.
 Pay, discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all its material obligations of whatever nature and any
additional costs that are imposed as a result of any failure to so pay, discharge or
otherwise satisfy such obligations, except when the amount or validity of such obligations
and costs is currently being contested in good faith by appropriate proceedings and
reserves in conformity with GAAP with respect thereto have been provided on the books of
the Company or its Subsidiaries, as the case may be.







	  	        5.4   Conduct of Business and
Maintenance of Existence. Preserve, renew and keep in full force and effect its
corporate existence and take all reasonable action to maintain all rights, privileges and
franchises necessary or desirable in the normal conduct of its businesses; comply with all
Contractual Obligations and Requirements of Law applicable to it except to the extent that
failure to comply therewith would not, in the aggregate, have a Material Adverse Effect;
not enter into any business which is material to the Company and its Subsidiaries taken as
a whole, other than business in which the Company and its Subsidiaries are engaged on the
date hereof and businesses directly related to such existing businesses.







	  	        5.5   Maintenance of Property;
Insurance. Keep all material property useful and necessary in its business in good
working order and condition; maintain 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 engaged in the
same or a similar business; and furnish to the Administrative Agent, upon written request,
full information as to the insurance carried; provided, however, that the
Company and its Subsidiaries may maintain self insurance plans to the extent companies of
similar size and in similar businesses do so.







	  	        5.6   Inspection of Property; Books
and Records; Discussions. Keep proper books of records and account in which full, true
and correct entries in conformity with GAAP and all Requirements of Law shall be made of
all dealings and transactions in relation to its businesses and activities; and permit,
during regular business hours and upon reasonable notice by the Administrative Agent, the
Administrative Agent to visit and inspect any of its properties and examine and make
abstracts from any of its books and records (other than materials protected by the
attorney-client privilege and materials which the Company may not disclose without
violation of a confidentiality obligation binding upon it) at any reasonable time and as
often as may reasonably be desired, and to discuss the business, operations, properties
and financial and other condition of the Company and its Significant Subsidiaries with
officers and employees of the Company and its Significant Subsidiaries and with its
independent certified public accountants.







	  	        5.7   Notices.
Give notice to the Administrative Agent (which shall promptly transmit such notice to each Lender) of:







	  	        (a)       
               within five Business Days after the Company knows or has reason to know thereof,
               the occurrence of any material Default or Event of Default; 


               



	  	        (b)       
               promptly, any default or event of default under any Contractual Obligation of
               the Company or any of its Significant Subsidiaries which would reasonably be
               expected to have a Material Adverse Effect; 


               



	  	        (c)       
               promptly, any litigation, or any investigation or proceeding known to the
               Company, affecting the Company or any of its Significant Subsidiaries which
               would reasonably be expected to have a Material Adverse Effect; 


               



	  	        (d)       
               as soon as possible and in any event within 30 days after the Company knows or
               has reason to know thereof: (i) the occurrence or expected occurrence of any
               Reportable Event with respect to any Plan, a failure to make any required
               contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan
               or any withdrawal from, or the termination, Reorganization or Insolvency of, any
               Multiemployer Plan or (ii) the institution of proceedings or the taking of any
               other action by the PBGC or the Company or any Commonly Controlled Entity or any
               Multiemployer Plan with respect to the withdrawal from, or the terminating,
               Reorganization or Insolvency of, any Plan; and 


               



	  	        (e)       
               promptly, any other development or event which would reasonably be expected to
               have a Material Adverse Effect. 


               



	  	Each notice pursuant to this
subsection shall be accompanied by a statement of a Responsible Officer of the Company
setting forth details of the occurrence referred to therein and stating what action the
Company proposes to take with respect thereto.







	  	        5.8   Environmental Laws.
 (a) Comply with, and ensure compliance by all tenants and subtenants, if any, with, all
applicable Environmental Laws and obtain and comply in all material respects with and
maintain, and ensure that all tenants and subtenants obtain and comply in all material
respects with and maintain, any and all licenses, approvals, notifications, registrations
or permits required by applicable Environmental Laws except to the extent that failure to
do so would not reasonably be expected to have a Material Adverse Effect;







	  	        (b)       
          Conduct and complete all investigations, studies, sampling and testing, and all
          remedial, removal and other actions required under Environmental Laws and
          promptly comply in all material respects with all lawful orders and directives
          of all Governmental Authorities regarding Environmental Laws except to the
          extent that the same are being contested in good faith by appropriate
          proceedings and the pendency of such proceedings would not reasonably be
          expected to have a Material Adverse Effect; and 


               



	  	        (c)       
          Defend, indemnify and hold harmless the Administrative Agent and the Lenders,
          and their respective employees, agents, officers and directors, from and against
          any and all claims, demands, penalties, fines, liabilities, settlements,
          damages, costs and expenses of whatever kind or nature known or unknown,
          contingent or otherwise, arising out of, or in any way relating to the violation
          of, noncompliance with or liability under, any Environmental Law applicable to
          the operations of the Company, any of its Significant Subsidiaries or the
          Properties, or any orders, requirements or demands of Governmental Authorities
          related thereto, including, without limitation, attorney’s and
          consultant’s fees, investigation and laboratory fees, response costs, court
          costs and litigation expenses, except to the extent that any of the foregoing
          arise out of the gross negligence or willful misconduct of the party seeking
          indemnification therefor. The agreements in this paragraph shall survive
          repayment of the Loans and all other amounts payable hereunder. 


               



	  	        5.9   Consolidated
Adjusted  Indebtedness  to  Adjusted  Capitalization. Not  permit  the  ratio  of  (i)  Consolidated  Adjusted
Indebtedness to (ii) Adjusted Capitalization at any time to exceed .60 to 1:00.








	  	        5.10   Liens, Etc.
Not create or suffer to exist any Lien upon or with respect to any of its properties, whether now owned
or hereafter acquired, or assign, or assign any right to receive income, in each case to
secure or provide for the payment of any Indebtedness of any Person, other than (i)
purchase money Liens or purchase money security interests upon or in any property acquired
or held by it or any Subsidiary in the ordinary course of business to secure the purchase
price of such property or to secure indebtedness incurred solely for the purpose of
financing the acquisition of such property, (ii) Liens existing on such property at the
time of its acquisition (other than any such Lien created in contemplation of such
acquisition), (iii) Liens existing on the Effective Date hereof, (iv) Liens on property
financed through the issuance of industrial revenue bonds in favor of the holders of such
bonds or any agent or trustee therefor, (v) Liens securing Indebtedness in an
aggregate amount not in excess of 15% of the Company’s Consolidated Tangible Assets,
(vi) Liens on property subject to escrow or similar arrangements established in connection
with litigation settlements, (vii) Liens incurred pursuant to a receivables securitization
or (viii) Permitted Liens.







	  	         SECTION 6.   EVENTS OF DEFAULT















	  	        Upon
the occurrence of any of the following events:







	  	        (a)       
               The Company shall fail to pay any principal on any Loan when due in accordance
               with the terms hereof on the maturity date thereof; or the Company shall fail to
               pay any interest on any Loan or any fee or other amount payable hereunder when
               due in accordance with the terms hereof and such failure shall continue
               unremedied for five Business Days (or in the case of any other amount that is
               not interest or a fee, three Business Days after the Company has received from
               the Administrative Agent notice of said default); or 


               



	  	        (b)       
               Any representation or warranty made or deemed made by the Company herein or
               which is contained in any certificate, document or financial or other statement
               furnished at any time under or in connection with this Agreement shall prove to
               have been incorrect, false or misleading in any material respect on or as of the
               date made or deemed made; or 


               



	  	        (c)       
               The Company shall (i) default in the due performance or observance of subsection
               5.9 (provided that no Default or Event of Default shall arise or exist
               under this subsection 6(c)(i) in respect of such a breach if prior to the time
               the Company is required to give notice to the Lenders under subsection 5.7(a) of
               such breach, such breach has been cured (determined on a pro forma
               basis)), or (ii) default in any material respect in the observance or
               performance of any other term, covenant or agreement contained in this Agreement
               (other than as described in subsections 6(a) or 6(c)(i) above), and such default
               shall continue unremedied for a period of 30 days or more; or 


               



	  	        (d)       
               The Company or any of its Significant Subsidiaries shall (i) default in any
               payment of principal of or interest on any Indebtedness (other than the Loans)
               in a principal amount outstanding of at least $100,000,000 in the aggregate for
               the Company and its Significant Subsidiaries or in the payment of any matured
               Guarantee Obligation in a principal amount outstanding of at least $100,000,000
               in the aggregate for the Company and its Significant Subsidiaries beyond the
               period of grace (not to exceed 30 days), if any, provided in the instrument or
               agreement under which such Indebtedness or Guarantee Obligation was created; or
               (ii) default in the observance or performance of any other agreement or
               condition relating to any such Indebtedness in a principal amount outstanding of
               at least $100,000,000 in the aggregate for the Company and its Significant
               Subsidiaries or Guarantee Obligation in a principal amount outstanding of at
               least $100,000,000 in the aggregate for the Company and its Significant
               Subsidiaries or contained in any instrument or agreement evidencing, securing or
               relating thereto, or any other event shall occur or condition exist, the effect
               of which default or other event or condition is to cause, or to permit the
               holder or holders of such Indebtedness or beneficiary or beneficiaries of such
               Guarantee Obligation (or a trustee or agent on behalf of such holder or holders
               or beneficiary or beneficiaries) to cause, with the giving of notice if
               required, such Indebtedness to become due prior to its stated maturity or such
               Guarantee Obligation to become payable; or 


               



	  	        (e)       
               (i) The Company or any of its Significant Subsidiaries shall commence any case,
               proceeding or other action (A) under any existing or future law of any
               jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
               reorganization or relief of debtors, seeking to have an order for relief entered
               with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
               seeking reorganization, arrangement, adjustment, winding-up, liquidation,
               dissolution, composition or other relief with respect to it or its debts, or (B)
               seeking appointment of a receiver, trustee, custodian, conservator or other
               similar official for it or for all or any substantial part of its assets, or the
               Company or any such Significant Subsidiary shall make a general assignment for
               the benefit of its creditors; or (ii) there shall be commenced against the
               Company or any such Significant Subsidiary any case, proceeding or other action
               of a nature referred to in clause (i) above which (A) results in the entry of an
               order for relief or any such adjudication or appointment or (B) remains
               undismissed, undischarged or unbonded for a period of 60 days; or (iii) there
               shall be commenced against the Company or any such Significant Subsidiary any
               case, proceeding or other action seeking issuance of a warrant of attachment,
               execution, distraint or similar process against all or any substantial part of
               its assets which results in the entry of an order for any such relief which
               shall not have been vacated, discharged, or stayed or bonded pending appeal
               within 60 days from the entry thereof; or (iv) the Company or any such
               Significant Subsidiary shall take any action in furtherance of, or indicating
               its consent to, approval of, or acquiescence in, any of the acts set forth in
               clause (i), (ii), or (iii) above; or (v) the Company or any such Significant
               Subsidiary shall generally not, or shall be unable to, or shall admit in writing
               its inability to, pay its debts as they become due; or 


               



	  	        (f)       
               One or more judgments or decrees shall be entered against the Company or any of
               its Significant Subsidiaries involving in the aggregate a liability (not paid
               when due or covered by insurance) of $100,000,000 or more and all such judgments
               or decrees shall not have been vacated, discharged, stayed or bonded pending
               appeal within 60 days from the entry thereof; or 


               



	  	        (g)       
               (i) Any Person shall engage in any “prohibited transaction” (as
               defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan,
               (ii) any “accumulated funding deficiency” (as defined in Section 302
               of ERISA), whether or not waived, shall exist with respect to any Plan or any
               Lien in favor of the PBGC or a Plan shall arise on the assets of the Company or
               any Commonly Controlled Entity, (iii) a Reportable Event shall occur with
               respect to, or proceedings shall commence to have a trustee appointed, or a
               trustee shall be appointed, to administer or to terminate, any Single Employer
               Plan, which Reportable Event or commencement of proceedings or appointment of a
               trustee is, in the reasonable opinion of the Majority Lenders, likely to result
               in the termination of such Plan for purposes of Title IV of ERISA, (iv) any
               Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the
               Company, any of its Significant Subsidiaries or any Commonly Controlled Entity
               shall, or in the reasonable opinion of the Majority Lenders is likely to, incur
               any liability in connection with a withdrawal from, or the Insolvency or
               Reorganization of, any Multiemployer Plan or (vi) any other similar event or
               condition shall occur or exist with respect to a Plan; and in each case in
               clauses (i) through (vi) above, such event or condition, together with all other
               such events or conditions, if any, could have a Material Adverse Effect; or 


               



	  	        (h)       
               Either (i) a “person” or a “group” (within the meaning of
               Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the
               “beneficial owner” (as defined in Rule 13d-3 under the Securities
               Exchange Act of 1934) of more than 25% of the then outstanding voting stock of
               the Company or (ii) a majority of the Board of Directors of the Company shall
               consist of individuals who are not Continuing Directors; “Continuing
               Director” means, as of any date of determination, (i) an individual who on
               the date two years prior to such determination date was a member of the
               Company’s Board of Directors and (ii) any new Director whose nomination for
               election by the Company’s shareholders was approved by a vote of at least
               75% of the Directors then still in office who either were Directors on the date
               two years prior to such determination date or whose nomination for election was
               previously so approved; 


               




	  	then, and in any such event, (A) if
such event is an Event of Default specified in clause (i) or (ii) of paragraph (e) above
in respect of the Company, automatically the Commitments shall immediately terminate and
the Loans (with accrued interest thereon), and all other amounts owing under this
Agreement shall immediately become due and payable, and (B) if such event is any other
Event of Default, either or both of the following actions may be taken: (i) with the
consent of the Majority Lenders, the Administrative Agent may, or upon the request of the
Majority Lenders, the Administrative Agent shall, by notice to the Company declare the
Commitments to be terminated forthwith, whereupon the Commitments shall immediately
terminate; and (ii) with the consent of the Majority Lenders, the Administrative Agent
may, or upon the request of the Majority Lenders, the Administrative Agent shall, by
notice of default to the Company, declare the Loans (with accrued interest thereon) and
all other amounts owing under this Agreement to be due and payable forthwith, whereupon
the same shall immediately become due and payable. Except as expressly provided above in
this Section 6, presentment, demand, protest and all other notices of any kind are hereby
expressly waived. 







	  	         SECTION 7.   THE ADMINISTRATIVE AGENT








	  	        7.1   Appointment.
 Each Lender hereby irrevocably designates and appoints JPMCB as the Administrative Agent of such
Lender under this Agreement, and each such Lender irrevocably authorizes JPMCB, as the
Administrative Agent for such Lender, to take such action on its behalf under the
provisions of this Agreement and to exercise such powers and perform such duties as are
expressly delegated to the Administrative Agent by the terms of this Agreement, together
with such other powers as are reasonably incidental thereto. Notwithstanding any provision
to the contrary elsewhere in this Agreement, the Administrative Agent shall not have
any duties or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or otherwise exist
against the Administrative Agent. None of the Syndication Agent, the Co-Documentation
Agent or the Co-Lead Arrangers shall have any duties under this Agreement or assume (or be deemed to have assumed)
any obligation or relationship of agency or trust with or for the Company or any of its Subsidiaries.







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







	  	        7.3   Exculpatory Provisions.
 Neither the Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully taken or
omitted to be taken by it or such Person under or in connection with this Agreement
(except for its or such Person’s own gross negligence or willful misconduct) or (ii)
responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by the Company or any officer thereof contained in this
Agreement or in any certificate, report, statement or other document referred to or
provided for in, or received by the Administrative Agent under or in connection with, this
Agreement or for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or for any failure of the Company to perform its obligations
hereunder. The Administrative Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance by the Company of any of the
agreements contained in, or conditions of, this Agreement (other than the receipt by the
Administrative Agent of the documents specified in subsection 4.1), or to inspect the
properties, books or records of the Company. 







	  	        7.4   Reliance by Administrative
Agent. The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement,
order or other document or conversation reasonably believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons and upon
advice and statements of legal counsel (including, without limitation, counsel to the
Company), independent accountants and other experts selected by the Administrative Agent.
The Administrative Agent may deem and treat the payee of any Loan as the owner thereof for
all purposes unless (a) a written notice of assignment, negotiation or transfer thereof
shall have been filed with the Administrative Agent and (b) the Administrative Agent shall
have received the written agreement of such assignee to be bound hereby as fully and to
the same extent as if such assignee were an original Lender party hereto, in each case in
form satisfactory to the Administrative Agent. The Administrative Agent shall be fully
justified in failing or refusing to take any action under this Agreement unless it shall
first receive such advice or concurrence of the Majority Lenders as it deems appropriate
or it shall first be indemnified to its satisfaction by the Lenders against any and all
liability and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement in accordance with a request of
the Majority Lenders, and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders and all future holders of the Loans.







	  	        7.5   Notice of Default
. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of
any Default or Event of Default hereunder unless the Administrative Agent has received
notice from a Lender or the Company referring to this Agreement, describing such Default
or Event of Default and stating that such notice is a “notice of default”. In
the event that the Administrative Agent receives such a notice, the Administrative Agent
shall give notice thereof to the Lenders. The Administrative Agent shall take such action
with respect to such Default or Event of Default as shall be reasonably directed by the
Majority Lenders; provided, however, that unless and until the
Administrative Agent shall have received such directions, the Administrative Agent may
(but shall not be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders.







	  	        7.6   Non-Reliance on Administrative
Agent and Other Lenders. Each Lender expressly acknowledges that neither the
Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates has made any representation or warranty to it and that no
act by the Administrative Agent hereinafter taken, including any review of the affairs of
the Company shall be deemed to constitute any representation or warranty by the
Administrative Agent to any Lender. Each Lender represents to the Administrative Agent
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 appraisal of and investigation into the business, operations, property, financial and
other condition and creditworthiness of the Company and made its own decision to make its
Loans hereunder and enter into this Agreement. Each Lender also represents 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 deem appropriate at the time, continue
to make its own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement, and to make such investigation as it deems necessary to inform
itself as to the business, operations, property, financial and other condition and
creditworthiness of the Company. Except for notices, reports and other documents expressly
required to be furnished to the Lenders by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any Lender with
any credit or other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of the Company which may come into
the possession of the Administrative Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or Affiliates.







	  	        7.7   Indemnification.
 The Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed by the
Company and without limiting the obligation of the Company to do so), ratably according to
their respective Commitment Percentages in effect on the date on which indemnification is
sought under this subsection, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of
any kind whatsoever which may at any time (including, without limitation, at any time
following the payment of the Loans) be imposed on, incurred by or asserted against the
Administrative Agent in any way relating to or arising out of this Agreement or any
documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the Administrative Agent
under or in connection with any of the foregoing; provided, however, that no
Lender shall be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from the Administrative Agent’s gross negligence or willful
misconduct. The agreements in this subsection shall survive the termination of this
Agreement and payment of the Loans and all other amounts payable hereunder.







	  	        7.8   Administrative Agent in Its
Individual Capacity. The Administrative Agent and its Affiliates may make loans to,
accept deposits from and generally engage in any kind of business with the Company as
though the Administrative Agent were not the Administrative Agent hereunder. With respect
to its Loans made or renewed by it, the Administrative Agent shall have the same rights
and powers under this Agreement as any Lender and may exercise the same as though it were
not the Administrative Agent, and the terms “Lender” and “Lenders”
shall include the Administrative Agent in its individual capacity.







	  	        7.9   Successor Administrative
Agent. The Administrative Agent may resign as Administrative Agent upon 15 days’
notice to the Company and the Lenders. If the Administrative Agent shall resign as
Administrative Agent under this Agreement, then the Majority Lenders shall appoint from
among the Lenders a successor Administrative Agent for the Lenders, which successor (so long as no Default or Event of Default then exists
under subsection 6(a) or (e)) shall be approved by the Company, whereupon such successor shall succeed to the rights, powers
and duties of the Administrative Agent, and the term “Administrative Agent”
shall mean such successor effective upon such appointment and approval, and the former
Administrative Agent’s rights, powers and duties as Administrative Agent shall be
terminated, without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement. After any retiring
Administrative Agent’s resignation as Administrative Agent, the provisions of this
subsection shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement.







	  	         SECTION 8.   MISCELLANEOUS








	  	        8.1   Amendments and Waivers.
 Neither this Agreement nor any terms hereof may be amended, supplemented, waived or
modified except in accordance with the provisions of this subsection. The Majority Lenders
may, or, with the written consent of the Majority Lenders, the Administrative Agent may,
from time to time, (a) enter into with the Company written amendments, supplements or
modifications hereto for the purpose of adding any provisions to this Agreement or
changing in any manner the rights of the Lenders or of the Company hereunder or (b) waive,
on such terms and conditions as the Majority Lenders or the Administrative Agent, as the
case may be, may specify in such instrument, any of the requirements of this Agreement or
any Default or Event of Default and its consequences; provided, however,
that no such waiver and no such amendment, supplement or modification shall (i) reduce the
amount or extend the scheduled date of maturity of any Loan, or reduce the stated rate of
any interest or fee payable hereunder (other than interest at the increased post-default
rate) or extend the scheduled date of any payment thereof or increase the amount or extend
the expiration date of any Lender’s Commitment, in each case without the consent of
each Lender directly affected thereby, or (ii) amend, modify or waive any provision of
this subsection or reduce the percentage specified in the definition of Majority Lenders,
or consent to the assignment or transfer by the Company of any of its rights and
obligations under this Agreement, in each case without the written consent of all the
Lenders, or (iii) amend, modify or waive any provision of Section 7 without the written
consent of the then Administrative Agent. Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the Lenders and shall be binding
upon the Company, the Lenders and the Administrative Agent. In the case of any waiver, the
Company, the Lenders and the Administrative Agent shall be restored to their former
position and rights hereunder and under the outstanding Loans, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; but no such waiver shall
extend to any subsequent or other Default or Event of Default, or impair any right
consequent thereon.







	  	        8.2   Notices.
 Except as otherwise provided in Section 2, all notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by telecopy),
and, unless otherwise expressly provided herein, shall be deemed to have been duly given
or made when received by the respective party to whom sent, addressed as follows in the
case of the Company and the Administrative Agent, and as set forth on Schedule II hereof
in the case of the Lenders, or to such other address as may be hereafter notified by the
respective parties hereto and any future holders of the Loans: 









	The Company:
	Wyeth 
Five Giralda Farms

Madison, New Jersey  07940

Attention:  Vice President and Treasurer

Telecopier:  (973) 660-7174

Telephone:  (973) 660-5402



	with a copy to:
	Senior Vice President and General Counsel

Telecopier:  (973) 660-7050

Telephone:  (973) 660-6138



	The Administrative Agent:
	JPMorgan Chase Bank, N.A.

270 Park Avenue, 4th Floor

New York, New York  10017

Attention:  Thomas Hou

Telecopier:  (212) 270-6072

Telephone:  (212) 270-6637



		And



		JPMorgan Chase Bank, N.A.

1111 Fannin, 10th Floor

Houston, Texas  77449

Attention:  Cherry Arnaez

Telecopier:  (713) 750-2782

Telephone:  (713) 750-2789







	  	        8.3   No Waiver; Cumulative
Remedies. No failure to exercise and no delay in exercising, on the part of the
Administrative Agent or any Lender, any right, remedy, power or privilege hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.







	  	        8.4   Survival of Representations
and Warranties. All representations and warranties made hereunder and in any document,
certificate or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement and the Loans and the making of the Loans,
provided that all such representations and warranties shall terminate on the date
upon which the Commitments have been terminated and all amounts owing hereunder and under
any Loans have been paid in full.







	  	        8.5   Payment of Expenses and
Taxes. The Company agrees (a) to pay or reimburse the Administrative Agent for all its
reasonable out-of-pocket costs and expenses incurred in connection with the development,
preparation, printing and execution of, and any amendment, supplement or modification to,
this Agreement and any other documents prepared in connection herewith or therewith, and
the consummation and administration of the transactions contemplated hereby and thereby,
together with the reasonable fees and disbursements of counsel to the Administrative
Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its costs
and expenses incurred in connection with the enforcement or preservation of any rights
under this Agreement and any such other documents, including, without limitation, the fees
and disbursements of a single counsel to the Administrative Agent and to the several
Lenders (or, to the extent that such counsel determines that the interests of the
Administrative Agent and the Lenders materially differ, or that such representation would
reasonably be expected to be unadvisable from any party’s point of view, a single
counsel to the Administrative Agent and a single counsel to the several Lenders), and (c)
on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless
from, any and all recording and filing fees and any and all liabilities with respect to,
or resulting from any delay in paying, stamp, excise and other similar taxes, if any,
which may be payable or determined to be payable in connection with the execution and
delivery of, or consummation or administration of any of the transactions contemplated by,
or any amendment, supplement or modification of, or any waiver or consent under or in
respect of, this Agreement and any such other documents, and (d) to pay, indemnify, and
hold each Lender, the Administrative Agent, each of their respecative affiliates, and
each officer, director, employee, agent and other representative of the foregoing Persons (each, an “indemnified
party”) harmless from and against, any and all other liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of
any kind or nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Agreement and any such other documents and the use,
or proposed use, of proceeds of the Loans (all the foregoing, collectively, the
“indemnified liabilities”); provided, however, that the
Company shall have no obligation hereunder to any indemnified party with respect to
indemnified liabilities arising from (i) the gross negligence or willful misconduct of
such indemnified party, (ii) legal proceedings commenced against such indemnified party by
any security holder or creditor thereof arising out of and based upon rights afforded such
security holder or creditor solely in its capacity as such or (iii) legal proceedings
commenced against any Lender by any other Lender or the Administrative Agent. 







	  	        8.6   Successors and Assigns;
Participations; Purchasing Lenders. (a) This Agreement shall be binding upon and inure
to the benefit of the Company, the Lenders, the Administrative Agent and their respective
successors and assigns, except that the Company may not assign or transfer any of its
rights or obligations under this Agreement without the prior written consent of each
Lender.







	  	        (b)       
          Any Lender may, in the ordinary course of its commercial banking business and in
          accordance with applicable law, at any time sell to one or more banks or other
          entities (“Participants”) participating interests in any Loan
          owing to such Lender, any Commitment of such Lender, or any other interest of
          such Lender hereunder. In the event of any such sale by a Lender of
          participating interests to a Participant, such Lender’s obligations under
          this Agreement to the other parties to this Agreement shall remain unchanged,
          such Lender shall remain solely responsible for the performance thereof and the
          Company and the Administrative Agent shall continue to deal solely and directly
          with such Lender in connection with such Lender’s rights and obligations
          under this Agreement. No Lender shall transfer or grant any participation under
          which the Participant shall have rights to approve any amendment to or waiver of
          this Agreement except to the extent such amendment or waiver would (i) extend
          the scheduled maturity of any Loan in which such Participant is participating,
          or reduce the stated rate or extend the time of payment of interest or Facility
          Fees thereon (except in connection with a waiver of interest at the increased
          post-default rate) or reduce the principal amount thereof, or increase the
          amount of the Participant’s participation over the amount thereof then in
          effect (it being understood that a waiver of any Default or Event of Default
          shall not constitute a change in the terms of such participation, and that an
          increase in any Commitment or Loan shall be permitted without consent of any
          Participant if the Participant’s participation is not increased as a result
          thereof) or (ii) consent to the assignment or transfer by the Company of
          any of its rights and obligations under this Agreement. In the case of any such
          participation, the Participant shall not have any rights under this Agreement
          (the Participant’s rights against such Lender in respect of such
          participation to be those set forth in the agreement executed by such Lender in
          favor of the Participant relating thereto) and all amounts payable by the
          Company hereunder shall be determined as if such Lender had not sold such
          participation, provided that each Participant shall be entitled to the
          benefits of subsections 2.15, 2.16 and 8.5 with respect to its participation in
          the Commitments and the Loans outstanding from time to time; provided
          that no Participant shall be entitled to receive any greater amount pursuant to
          such subsections than the transferor Lender would have been entitled to receive
          in respect of the amount of the participation transferred by such transferor
          Lender to such Participant had no such transfer occurred. 


               



	  	        (c)       
          Any Lender may, in the ordinary course of its commercial banking business and in
          accordance with applicable law, at any time sell, pursuant to a Commitment
          Transfer Supplement, to (i) any Lender or any affiliate thereof all or any
          part of its rights and obligations under this Agreement, and (ii) with the
          consent of the Administrative Agent and, so long as no Default or Event of
          Default under subsection 6(a) or (e) is then in existence, the Company (in each
          case, which consent shall not be unreasonably withheld or delayed), to one or
          more additional banks or financial institutions (“Purchasing
          Lenders”), all or any part of its rights and obligations under this
          Agreement, in the case of the aforementioned clause (ii), in minimum amounts of
          $10,000,000 (or, if less, the entire amount of such Lender’s obligations)
          so long as, in the case of each of the aforementioned clauses (i) and (ii)
          hereof, after giving effect thereto, the remaining Commitment of such selling
          Lender shall not be less than $10,000,000, unless such selling Lender has not
          retained any Commitment hereunder, and a Commitment Transfer Supplement has been
          executed by such Purchasing Lender, such transferor Lender (and, in the case of
          a Purchasing Lender that is not then a Lender or an affiliate thereof, by the
          Company and the Administrative Agent), and delivered to the Administrative Agent
          for its acceptance and recording in the Register. Upon such execution, delivery,
          acceptance and recording, from and after the Transfer Effective Date specified
          in such Commitment Transfer Supplement, (x) the Purchasing Lender thereunder
          shall be a party hereto and, to the extent provided in such Commitment Transfer
          Supplement, have the rights and obligations of a Lender hereunder with a
          Commitment as set forth therein, and (y) the transferor Lender thereunder shall,
          to the extent provided in such Commitment Transfer Supplement, be released from
          its obligations under this Agreement (and, in the case of a Commitment Transfer
          Supplement covering all or the remaining portion of a transferor Lender’s
          rights and obligations under this Agreement, such transferor Lender shall cease
          to be a party hereto). Such Commitment Transfer Supplement shall be deemed to
          amend this Agreement to the extent, and only to the extent, necessary to reflect
          the addition of such Purchasing Lender and the resulting adjustment of
          Commitment Percentages arising from the purchase by such Purchasing Lender of
          all or a portion of the rights and obligations of such transferor Lender under
          this Agreement. 


               



	  	        (d)       
          The Administrative Agent shall maintain at its address referred to in subsection
          8.2 a copy of each Commitment Transfer Supplement delivered to it and a register
          (the “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 from time to time. The entries in the Register shall be
          conclusive, in the absence of manifest error, and the Company, the
          Administrative Agent and the Lenders may treat each Person whose name is
          recorded in the Register as the owner of the Loan recorded therein for all
          purposes of this Agreement. The Register shall be available for inspection by
          the Company or any Lender at any reasonable time and from time to time upon
          reasonable prior notice. 


               



	  	        (e)       
          Upon its receipt of a Commitment Transfer Supplement executed by a transferor
          Lender and a Purchasing Lender (and, in the case of a Purchasing Lender that is
          not then a Lender or an affiliate thereof, by the Company and the Administrative
          Agent), together with payment to the Administrative Agent (by the transferor
          Lender or the Purchasing Lender, as agreed between them) of a registration and
          processing fee of $3,500 for each Purchasing Lender listed in such Commitment
          Transfer Supplement, the Administrative Agent shall (i) accept such Commitment
          Transfer Supplement, (ii) record the information contained therein in the
          Register and (iii) give prompt notice of such acceptance and recordation to the
          Lenders and the Company. 


               



	  	        (f)       
          The Company authorizes each Lender to disclose to any Participant or Purchasing
          Lender (each, a “Transferee”) and any prospective Transferee any and
          all financial information in such Lender’s possession concerning the
          Company and its Affiliates which has been delivered to such Lender by or on
          behalf of the Company pursuant to this Agreement or which has been delivered to
          such Lender by or on behalf of the Company in connection with such Lender’s
          credit evaluation of the Company and its Affiliates prior to becoming a party to
          this Agreement; in each case subject to subsection 8.14. 


               



	  	        (g)       
          At the time of each assignment pursuant to this subsection 8.6 to a Person which
          is not already a Lender hereunder and which is not a United States person (as
          such term is defined in Section 7701(a)(30) of the Code) for Federal income tax
          purposes, the respective assignee Lender shall provide to the Company and the
          Administrative Agent the appropriate Internal Revenue Service Forms (and, if
          applicable, a 2.17 Certificate) described in subsection 2.17. 


               



	  	        (h)       
          Nothing herein shall prohibit any Lender from pledging or assigning any of its
          rights under this Agreement (including, without limitation, any right to payment
          of principal and interest under any Loan) to any Federal Reserve Bank in
          accordance with applicable laws. 


               



	  	        8.7   Adjustments; Set-off.
 (a) Each Lender agrees that if any Lender (a “benefited Lender”) shall at any
time receive any payment of all or part of its Committed Rate Loans, or interest thereon,
or receive any collateral in respect thereof (whether voluntarily or involuntarily, by
set-off, pursuant to events or proceedings of the nature referred to in clause (e) of
Section 6, or otherwise) in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of such other Lender’s Committed
Rate Loans, or interest thereon (except as expressly provided in subsection 2.18), such
benefited Lender shall purchase for cash from the other Lenders a participating interest
in such portion of each such other Lender’s Committed Rate Loan, or shall provide
such other Lenders with the benefits of any such collateral, or the proceeds thereof, as
shall be necessary to cause such benefited Lender to share the excess payment or benefits
of such collateral or proceeds ratably with each of the Lenders; provided,
however, that if all or any portion of such excess payment or benefits is
thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the
purchase price and benefits returned, to the extent of such recovery, but without
interest. The Company agrees that each Lender so purchasing a portion of another
Lender’s Committed Rate Loan may exercise all rights of payment (including, without
limitation, rights of set-off) with respect to such portion as fully as if such Lender
were the direct holder of such portion.







	  	        (b)       
          In addition to any rights and remedies of the Lenders provided by law
          (including, without limitation, other rights of set-off), each Lender shall have
          the right, without prior notice to the Company, any such notice being expressly
          waived by the Company to the extent permitted by applicable law, upon the
          occurrence of any Event of Default, to setoff and appropriate and apply any and
          all deposits (general or special, time or demand, provisional or final), in any
          currency, and any other credits, indebtedness or claims, in any currency, in
          each case whether direct or indirect, absolute or contingent, matured or
          unmatured, at any time held or owing by such Lender or any branch or agency
          thereof to or for the credit or the account of the Company, or any part thereof
          in such amounts as such Lender may elect, against and on account of the
          obligations and liabilities of the Company to such Lender hereunder and claims
          of every nature and description of such Lender against the Company, in any
          currency, whether arising hereunder, under the Loans or under any documents
          contemplated by or referred to herein or therein, as such Lender may elect,
          whether or not such Lender has made any demand for payment and although such
          obligations, liabilities and claims may be contingent or unmatured. The
          aforesaid right of set-off may be exercised by such Lender against the Company
          or against any trustee in bankruptcy, debtor in possession, assignee for the
          benefit of creditors, receiver or execution, judgment or attachment creditor of
          the Company, or against anyone else claiming through or against the Company or
          any such trustee in bankruptcy, debtor in possession, assignee for the benefit
          of creditors, receiver, or execution, judgment or attachment creditor,
          notwithstanding the fact that such right of set-off shall not have been
          exercised by such Lender prior to the occurrence of any Event of Default. Each
          Lender agrees promptly to notify the Company and the Administrative Agent after
          any such set-off and application made by such Lender; provided,
          however, that the failure to give such notice shall not affect the
          validity of such set-off and application. 


               



	  	        8.8   Table of Contents and Section  Headings.
 The table of contents and the Section and  subsection  headings  herein are intended
for convenience only and shall be ignored in construing this Agreement.







	  	        8.9   Counterparts.
 This
Agreement may be executed by one or more of the parties to this Agreement on any number of
separate counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of this Agreement signed by
all the parties shall be lodged with the Company and the Administrative Agent.







	  	        8.10   Severability.
 Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.







	  	        8.11   Integration.
 This Agreement represents the agreement of the Company, the Administrative Agent and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent, the Company or
any Lender relative to the subject matter hereof not expressly set forth or referred to
herein.







	  	        8.12   Governing Law.
 This Agreement and the rights and obligations of the parties under this Agreement shall be
governed by, and construed and interpreted in accordance with, the law of the State of New
York.







	  	        8.13   Consent to Jurisdiction and
Service of Process. All judicial proceedings brought against the Company with respect
to this Agreement may be brought in any state or federal court of competent jurisdiction
in the State of New York, and, by execution and delivery of this Agreement, the Company
accepts, for itself and in connection with its properties, generally and unconditionally,
the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound
by any final judgment rendered thereby in connection with this Agreement from which no
appeal has been taken or is available. The Company irrevocably agrees that all process in
any such proceedings in any such court may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail), postage prepaid,
to it at its address set forth in subsection 8.2 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto, such service being hereby
acknowledged by the Company to be effective and binding service in every respect. Each of
the Company, the Administrative Agent and the Lenders irrevocably waives any objection,
including, without limitation, any objection to the laying of venue or based on the
grounds of forum non conveniens which it may now or hereafter have to the bringing
of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the
right to serve process in any other manner permitted by law or shall limit the right of
any Lender to bring proceedings against the Company in the court of any other
jurisdiction.







	  	        8.14   Confidentiality.
 Each of the Lenders agrees that it will maintain in confidence, and will not disclose without the
prior consent of the Company (other than to its employees, auditors or counsel or to
another Lender or to any affiliate of a Lender) any information with respect to the Company and its Subsidiaries which is
furnished pursuant to this Agreement or any documents contemplated by or referred to
herein or therein and which is designated by the Company to the Lenders in writing as
confidential, except that any Lender may disclose any such information (a) as has become
generally available to the public other than by a breach of this subsection 8.14, (b) as
may be required or appropriate in any report, statement or testimony submitted to any
municipal, state or federal regulatory body having or claiming to have jurisdiction over
such Lender (or any of its affiliates) or to the Federal Reserve Board or the Federal Deposit Insurance Corporation
or similar organizations (whether in the United States or elsewhere) or their successors,
(c) as may be required or appropriate in connection with any litigation with respect to
this Agreement or in response to any summons or subpoena or any law, order, regulation or
ruling applicable to such Lender, or (d) to any prospective Transferee in connection with
any contemplated transfer pursuant to subsection 8.6, provided that such
prospective Transferee shall have been made aware of this subsection 8.14 and shall have
agreed to be bound by its provisions as if it were a party to this Agreement.







	  	        8.15   Acknowledgments.
 The Company hereby acknowledges that:







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


               



	  	        (b)       
               neither the Administrative Agent nor any Lender has any fiduciary relationship
               with or duty to the Company arising out of or in connection with this Agreement
               and the relationship between the Administrative Agent and the Lenders, on one
               hand, and the Company, on the other hand, in connection herewith is solely that
               of debtor and creditor; and 


               



	  	        (c)       
               no joint venture exists among the Lenders with respect to this Agreement or
               among the Company and the Lenders. 


               



	  	        8.16   Waivers Of Jury  Trial.
 The  Company,  the  Administrative  Agent and the  Lenders  hereby  irrevocably  and  unconditionally
waive trial by jury in any legal action or proceeding relating to this Agreement and for any counterclaim therein.







	  	        8.17   Patriot Act.
 Each Lender
subject to the USA PATRIOT ACT (Title 111 of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”) hereby notifies the Company that pursuant to the
requirements of the Act, it is required to obtain, verify and record information that
identifies the Company and other information that will allow such Lender to identify the
Company in accordance with the Act.






	  	        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered in New York, New York by its proper and duly
authorized officers as of the day and year first above written.



















		WYETH


	
			
		By:__________________________________

     Name:

     Title:
	










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


	
			
		By:__________________________________

     Name:

     Title:
	








		CITICORP USA INC.,

                                                             Individually and as Syndication
                                                          Agent	
			
		By:__________________________________

     Name:

     Title:
	









		THE BANK OF NOVA SCOTIA,

                                                          Individually and as Co-Documentation
                                                          Agent


	
			
		By:__________________________________

     Name:

     Title:
	








		COMMERZBANK AG, NEW YORK AND

                                                         GRAND CAYMAN BRANCHES,

                                                          Individually and as Co-Documentation
                                                          Agent


	
			
		By:__________________________________

     Name:

     Title:
	
		
By:__________________________________

     Name:

     Title:
	








		UBS LOAN FINANCE LLC,

                                                          Individually and as Co-Documentation
                                                          Agent


	
			
		By:__________________________________

     Name:

     Title:
	
		
By:__________________________________

     Name:

     Title:
	








		BANK OF AMERICA, N.A.,

                                                          Individually and as Managing
                                                          Agent


	
			
		By:__________________________________

     Name:

     Title:
	








		BARCLAYS BANK PLC,

                                                          Individually and as Managing Agent


	
			
		By:__________________________________

     Name:

     Title:
	








		WILLIAM STREET COMMITMENT CORPORATION

                                                         (Recourse only to William Street Commitment Corporation)
                                                          Individually and as Managing Agent
 

	
			
		By:__________________________________

     Name:

     Title:
	








		MORGAN STANLEY BANK,

                                                          Individually and as Managing Agent


	
			
		By:__________________________________

     Name:

     Title:
	








		BANCA NAZIONALE DEL LAVORO,

                                                          Individually and as Managing Agent


	
			
		By:__________________________________

     Name:

     Title:
	
		
By:__________________________________

     Name:

     Title:
	








		ABN AMRO BANK N.V.

                                                          

	
			
		By:__________________________________

     Name:

     Title:
	
		
By:__________________________________

     Name:

     Title:
	








		THE BANK OF NEW YORK

                                                          

	
			
		By:__________________________________

     Name:

     Title:
	








		SANPAOLO IMI S.P.A.

                                                          

	
			
		By:__________________________________

     Name:

     Title:
	
		By:__________________________________

     Name:

     Title:
	








		U.S. BANK N.A.

                                                         

	
			
		By:__________________________________

     Name:

     Title:
	








		WACHOVIA BANK, N.A.

                                                         

	
			
		By:__________________________________

     Name:

     Title:
	








		THE NORTHERN TRUST COMPANY

                                                         

	
			
		By:__________________________________

     Name:

     Title:
	








		BANCO POPULAR DE PUERTO RICO,
 NEW YORK BRANCH

                                                         

	
			
		By:__________________________________

     Name:

     Title:
	











 SCHEDULE I 





 COMMITMENTS 








			
	Lender 


JPMorgan Chase Bank, N.A. 

Citicorp USA, Inc. 

The Bank of Nova Scotia 

Commerzbank AG, New York and Grand Cayman Branches

UBS Loan Finance LLC 

Bank of America, N.A. 

Barclays Bank PLC 

William Street Commitment Corporation 

Morgan Stanley Bank 

Banca Nazionale del Lavoro 

ABN Amro Bank N.V. 

The Bank of New York 

SANPAOLO IMI S.p.A. 

U.S. Bank N.A. 

Wachovia Bank, N.A. 

The Northern Trust Company 

Banco Popular De Puerto Rico, New York Branch 

Total 
	  Commitment


  $135,000,000.00

  $135,000,000.00

  $100,000,000.00

  $100,000,000.00

  $100,000,000.00

  $100,000,000.00

  $100,000,000.00

  $100,000,000.00

  $100,000,000.00

  $ 70,000,000.00

  $ 50,000,000.00

  $ 50,000,000.00

 $ 50,000,000.00

  $ 50,000,000.00

  $ 50,000,000.00

  $ 35,000,000.00

  $ 25,000,000.00

  $1,350,000,000.00 

			


















SCHEDULE II



BANK ADDRESSES AND
LENDING OFFICES  









	JPMorgan Chase Bank, N.A.


























Citicorp USA, Inc.







The Bank of Nova Scotia






Commerzbank AG, New York and
 Grand Cayman Branches





UBS Loan Finance LLC  


             

                   


Bank of America, N.A.






Barclays Bank PLC






William Street Committment Corporation






Morgan Stanley






Banca Nazionale del Lavoro






ABN Amro Bank N.V.






The Bank of New York






SANPAOLO IMI S.p.A.






U.S. Bank N.A.






Wachovia Bank, N.A.






The Northern Trust Company






Banco Popular De Puerto Rico, New York Branch




















	270 Park Avenue, 4th Floor

New York, New York  10017

Attention:  Thomas T. Hou

Telephone:  (212) 270-6072

Facsimile:  (212) 270-6637



with copies to:



1111 Fannin, 10th Floor

Houston, Texas 77449

Attention:  Chrry Arnaez

Telephone:  (713) 750-2782

Facsimile:  (713) 750-2789




388 Greenwich Street

New York, New York 10043

Attention:  William Clark

Telephone:  (212) 816-8183

Facsimile:  (212) 816-8051



600 Peachtree Street, Suite 2700

Atlanta, Georgia 30308

Attention:  Patrick M. Brown

Telephone:  (404) 877-1506

Facsimile:  (404) 888-8982 



2 World Financial Center, 34th Floor

New York, New York 10281

Attention:  Robert Taylor

Telephone:  (212) 266-7708

Facsimile:  (212) 266-7594




677 Washington Boulevard

Stamford, Connecticut 06901

Attention:  Marie Haddad

Telephone:  (203) 719-5609

Facsimile:  (203) 719-3888



100 N. Tryone Street

Charlotte, North Carolina 28255

Attention:  Amie Edwards

Telephone:  (704) 387-1346

Facsimile:  (704) 387-4605



200 Park Avenue, 4th Floor

New York, New York 10186

Attention:  Nicholas Bell

Telephone:  (212) 412-4020

Facsimile:  (212) 412-7800



30 Hudson Street, 17th Floor

Jersey City, New Jersey 07302

Attention:  Phillip Green

Telephone:  (212) 357-4597

Facsimile:  (212) 428-1066



2500 Lake Park Blvd., Suite 300 C

West Valley City, Utah 84120

Attention:  Erma Dell' Aquila / Edward Henley

Telephone:  (212) 537-1532 / 2484

Facsimile:  (212) 537-1867 / 1866



51 West 52nd Street, 36th Floor

New York, New York 10019

Attention:  Donna La Spina

Telephone:  (212) 314-0245

Facsimile:  (212) 765-2978



500 Park Avenue

New York, New York 10022

Attention:  Pam Del Vecchio

Telephone:  (212) 446-4289

Facsimile:  (212) 832-7129



One Wall Street, 21st Floor

New York, New York 10286

Attention:  Tom McCormack

Telephone:  (212) 635-79010

Facsimile:  (212) 635-1481



245 Park Avenue, 35th Floor

New York, New York 10167

Attention:  Luca Sacchi

Telephone:  (212) 692-3130

Facsimile:  (212) 692-3178



425 Walnut Street, 8th Floor

Cincinnati, Ohio 45202

Attention:  Michael P. Dickman

Telephone:  (513) 632-3002

Facsimile:  (513) 632-2068



301 South Collage Street, DC-6 NC0760

Charlotte, North Carolina 28288

Attention:  David Simpson

Telephone:  (704) 715-9637

Facsimile:  (704) 383-6647



50 South LaSalle Street, L-8

Chicago, Illinois 60675

Attention:  Courtney L. O'Connor

Telephone:  (312) 557-5126

Facsimile:  (312) 444-4906



7 West 51st Street

New York, New York 10019

Attention:  Hector J. Gonzalez

Telephone:  (212) 445-1988

Facsimile:  (212) 245-4677