<PAGE>

                                                                    EXHIBIT 10.1

                            364-DAY CREDIT AGREEMENT

                           Dated as of March 11, 2005

      YORK INTERNATIONAL CORPORATION, a Delaware corporation (the "Borrower"),
the banks, financial institutions and other institutional lenders (the "Initial
Lenders") listed on the signature pages hereof, CITIBANK, N.A. ("Citibank"), as
the administrative agent (the "Agent") for the Lenders (as hereinafter defined),
JPMORGAN CHASE BANK, N.A., as syndication agent, FLEET NATIONAL BANK ("Fleet"),
BANK OF TOKYO MITSUBISHI TRUST COMPANY and NORDEA BANK FINLAND PLC, as
documentation agents, and CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN
SECURITIES INC., as joint lead arrangers and joint book managers, agree as
follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

            SECTION 1.01. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

            "Advance" means a Revolving Credit Advance or a Competitive Bid
      Advance.

            "Affiliate" means, as to any Person, any other Person that, directly
      or indirectly, controls, is controlled by or is under common control with
      such Person or is a director or officer of such Person. For purposes of
      this definition, the term "control" (including the terms "controlling",
      "controlled by" and "under common control with") of a Person means the
      possession, direct or indirect, of the power to vote 20% or more of the
      Voting Stock of such Person or to direct or cause the direction of the
      management and policies of such Person, whether through the ownership of
      Voting Stock, by contract or otherwise.

            "Agent's Account" means the account of the Agent maintained by the
      Agent at Citibank at its office at 399 Park Avenue, New York, New York
      10043, Account No. 36852248, Attention: Bank Loan Syndications.

            "Applicable Lending Office" means, with respect to each Lender, such
      Lender's Domestic Lending Office in the case of a Base Rate Advance and
      such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate
      Advance and, in the case of a Competitive Bid Advance, the office of such
      Lender notified by such Lender to the Agent as its Applicable Lending
      Office with respect to such Competitive Bid Advance.

            "Applicable Margin" means, as of any date (a) for Base Rate Advances
      prior to the Term Loan Conversion Date, 0.00% per annum and (b) for (i)
      Base Rate Advances on and after the Term Loan Conversion Date and (ii)
      Eurodollar Rate Advances, a percentage per annum determined by reference
      to the Public Debt Rating in effect on such date as set forth below:

<TABLE>
<CAPTION>
                          Applicable Margin for    Applicable Margin for     Applicable Margin for
                           Base Rate Advance On       Eurodollar Rate           Eurodollar Rate
                           and After the Term      Advances Prior to the     Advances On and After
Public Debt Rating           Loan Conversion       Term Loan Conversion          the Term Loan
   S&P/Moody's                    Date                     Date                 Conversion Date
------------------        ---------------------    ---------------------     ---------------------
<S>                       <C>                      <C>                       <C>
Level 1
A-or A3 or above                0.000%                    0.375%                   1.050%
</TABLE>

<PAGE>

<TABLE>
<S>                             <C>                       <C>                      <C>
Level 2
BBB+or Baa1                     0.000%                    0.525%                   1.250%
Level 3
BBB or Baa2                     0.000%                    0.625%                   1.375%
Level 4
BBB-and Baa3                    0.000%                    0.725%                   1.500%
Level 5
Lower than Level 4              0.250%                    1.250%                   2.750%
</TABLE>

            "Applicable Percentage" means, as of any date, a percentage per
      annum determined by reference to the Public Debt Rating in effect on such
      date as set forth below:

<TABLE>
<CAPTION>
Public Debt Rating                        Applicable
   S&P/Moody's                            Percentage
------------------                        ----------
<S>                                       <C>
Level 1
A-or A3 or above                            0.075%
Level 2
BBB+or Baa1                                 0.100%
Level 3
BBB or Baa2                                 0.125%
Level 4
BBB-and Baa3                                0.150%
Level 5
Lower than Level 4                          0.250%
</TABLE>

            "Applicable Utilization Fee" means, as of any date prior to the Term
      Loan Conversion Date that Usage exceeds 25% of the aggregate Revolving
      Credit Commitments, a percentage per annum determined by reference to the
      Public Debt Rating in effect on such date as set forth below:

<TABLE>
<CAPTION>
Public Debt Rating                        Applicable
   S&P/Moody's                          Utilization Fee
------------------                      ---------------
<S>                                     <C>
Level 1
A-or A3 or above                            0.100%
Level 2
BBB+or Baa1                                 0.125%
Level 3
BBB or Baa2                                 0.125%
Level 4
BBB-and Baa3                                0.125%
Level 5
Lower than Level 4                          0.250%
</TABLE>

            "Assignment and Acceptance" means an assignment and acceptance
      entered into by a Lender and an Eligible Assignee, and accepted by the
      Agent, in substantially the form of Exhibit C hereto.

            "Base Rate" means a fluctuating interest rate per annum in effect
      from time to time, which rate per annum shall at all times be equal to the
      highest of:

                                       2

<PAGE>

            (a) the rate of interest announced publicly by Citibank in New York,
      New York, from time to time, as Citibank's base rate;

            (b) the sum (adjusted to the nearest 1/4 of 1% or, if there is no
      nearest 1/4 of 1%, to the next higher 1/4 of 1%) of (i) 1/2 of 1% per
      annum, plus (ii) the rate obtained by dividing (A) the latest three-week
      moving average of secondary market morning offering rates in the United
      States for three-month certificates of deposit of major United States
      money market banks, such three-week moving average (adjusted to the basis
      of a year of 360 days) being determined weekly on each Monday (or, if such
      day is not a Business Day, on the next succeeding Business Day) for the
      three-week period ending on the previous Friday by Citibank on the basis
      of such rates reported by certificate of deposit dealers to and published
      by the Federal Reserve Bank of New York or, if such publication shall be
      suspended or terminated, on the basis of quotations for such rates
      received by Citibank from three New York certificate of deposit dealers of
      recognized standing selected by Citibank, by (B) a percentage equal to
      100% minus the average of the daily percentages specified during such
      three-week period by the Board of Governors of the Federal Reserve System
      (or any successor) for determining the maximum reserve requirement
      (including, but not limited to, any emergency, supplemental or other
      marginal reserve requirement) for Citibank with respect to liabilities
      consisting of or including (among other liabilities) three-month U.S.
      dollar non-personal time deposits in the United States, plus (iii) the
      average during such three-week period of the annual assessment rates
      estimated by Citibank for determining the then current annual assessment
      payable by Citibank to the Federal Deposit Insurance Corporation (or any
      successor) for insuring U.S. dollar deposits of Citibank in the United
      States; and

            (c) 1/2 of one percent per annum above the Federal Funds Rate.

      "Base Rate Advance" means a Revolving Credit Advance that bears interest
as provided in Section 2.07(a)(i).

      "Borrower Information" has the meaning specified in Section 8.08.

      "Borrowing" means a Revolving Credit Borrowing or a Competitive Bid
Borrowing.

      "Business Day" means a day of the year on which banks are not required or
authorized by law to close in New York City and, if the applicable Business Day
relates to any Eurodollar Rate Advances or LIBO Rate Advances, on which dealings
are carried on in the London interbank market.

      "Competitive Bid Advance" means an advance by a Lender to the Borrower as
part of a Competitive Bid Borrowing resulting from the competitive bidding
procedure described in Section 2.03 and refers to a Fixed Rate Advance or a LIBO
Rate Advance.

      "Competitive Bid Borrowing" means a borrowing consisting of simultaneous
Competitive Bid Advances from each of the Lenders whose offer to make one or
more Competitive Bid Advances as part of such borrowing has been accepted under
the competitive bidding procedure described in Section 2.03.

      "Competitive Bid Note" means a promissory note of the Borrower payable to
the order of any Lender, in substantially the form of Exhibit A-2 hereto,
evidencing the indebtedness of the Borrower to such Lender resulting from a
Competitive Bid Advance made by such Lender.

      "Consolidated" refers to the consolidation of accounts in accordance with
GAAP.

      "Convert", "Conversion" and "Converted" each refers to a conversion of
Revolving Credit Advances of one Type into Revolving Credit Advances of the
other Type pursuant to Section 2.08 or 2.09.

                                       3

<PAGE>

      "Covenant Debt" means the sum of, without duplication, (a) all items that,
in accordance with GAAP, would be classified as indebtedness on a Consolidated
balance sheet of the Borrower and its Subsidiaries, plus (b) Debt of the
Borrower and its Subsidiaries of the type described in clause (f) of the
definition of "Debt" and (c) the portion of any item that, in accordance with
GAAP, would be classified as indebtedness on a Consolidated balance sheet of any
Person that is guaranteed by the Borrower and its Subsidiaries.

      "Debt" of any Person means, without duplication, (a) all indebtedness of
such Person for borrowed money, (b) all obligations of such Person for the
deferred purchase price of property or services (other than trade payables
incurred in the ordinary course of such Person's business), (c) all obligations
of such Person evidenced by notes, bonds, debentures or other similar
instruments, (d) all obligations of such Person created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession
or sale of such property), (e) all obligations of such Person as lessee under
leases that have been or should be, in accordance with GAAP, recorded as capital
leases, (f) the portion of the cash purchase price related to the purchase of
accounts receivable from such Person (including without limitation, in the case
of the Borrower, the cash proceeds received from time to time from the sale of
the Borrower's accounts receivable) that shall not have been recovered by the
purchaser thereof (excluding up to $75,000,000 of receivables owing by foreign
obligors that are sold by the Borrower and its Subsidiaries), (g) all
obligations, contingent or otherwise, of such Person in respect of acceptances,
letters of credit or similar extensions of credit, (h) all obligations of such
Person in respect of Hedge Agreements, (i) all Debt of others referred to in
clauses (a) through (h) above or clause (j) below and other payment obligations
guaranteed directly or indirectly in any manner by such Person, or in effect
guaranteed directly or indirectly by such Person through an agreement (1) to pay
or purchase such Debt or to advance or supply funds for the payment or purchase
of such Debt, (2) to purchase, sell or lease (as lessee or lessor) property, or
to purchase or sell services, primarily for the purpose of enabling the debtor
to make payment of such Debt or to assure the holder of such Debt against loss,
(3) to supply funds to or in any other manner invest in the debtor (including
any agreement to pay for property or services irrespective of whether such
property is received or such services are rendered) or (4) otherwise to assure a
creditor against loss, and (j) all Debt referred to in clauses (a) through (i)
above secured by (or for which the holder of such Debt has an existing right,
contingent or otherwise, to be secured by) any Lien on property (including,
without limitation, accounts and contract rights) owned by such Person, even
though such Person has not assumed or become liable for the payment of such
Debt, the amount of such Debt being the lesser of the amount of the obligations
secured by such Lien and the fair market value of the assets subject to such
Lien.

      "Default" means any Event of Default or any event that would constitute an
Event of Default but for the requirement that notice be given or time elapse or
both.

      "Domestic Lending Office" means, with respect to any Lender, the office of
such Lender specified as its "Domestic Lending Office" opposite its name on
Schedule I hereto or in the Assignment and Acceptance pursuant to which it
became a Lender, or such other office of such Lender as such Lender may from
time to time specify to the Borrower and the Agent.

      "EBITDA" means, for any Person for any period, net income (or net loss)
plus the sum of (a) interest expense, (b) income tax expense, (c) depreciation
expense, (d) amortization expense, and (e) any extraordinary or non-recurring
losses (in the case of the Borrower and its Subsidiaries, inclusive of losses
related to Statement of Financial Accounting Standards No. 142 and No. 144 in an
aggregate amount not to exceed $350,000,000) minus any extraordinary or
non-recurring gains, for such period in each case determined for such Person in
accordance with GAAP.

      "Effective Date" has the meaning specified in Section 3.01.

                                       4

<PAGE>

      "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a Lender; or
(iii) any other Person approved by the Agent and, unless an Event of Default has
occurred and is continuing at the time any assignment is effected in accordance
with Section 8.07, the Borrower, such approval not to be unreasonably withheld
or delayed; provided, however, that neither the Borrower nor an Affiliate of the
Borrower shall qualify as an Eligible Assignee.

      "Environmental Action" means any action, suit, demand, demand letter,
claim, notice of non-compliance or violation, notice of liability or potential
liability, investigation, proceeding, consent order or consent agreement
relating in any way to any Environmental Law, Environmental Permit or Hazardous
Materials or arising from alleged injury or threat of injury to health, safety
or the environment, including, without limitation, (a) by any governmental or
regulatory authority for enforcement, cleanup, removal, response, remedial or
other actions or damages and (b) by any governmental or regulatory authority or
any third party for damages, contribution, indemnification, cost recovery,
compensation or injunctive relief.

      "Environmental Law" means any federal, state, local or foreign statute,
law, ordinance, rule, regulation, code, order, judgment, decree or judicial or
agency interpretation, policy or guidance relating to pollution or protection of
the environment, natural resources or, to the extent related to exposure to
Hazardous Materials, health or safety, including, without limitation, those
relating to the use, handling, transportation, treatment, storage, disposal,
release or discharge of Hazardous Materials.

      "Environmental Permit" means any permit, approval, identification number,
license or other authorization required under any Environmental Law.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

      "ERISA Affiliate" means any Person that for purposes of Title IV of ERISA
is a member of the Borrower's controlled group, or under common control with the
Borrower, within the meaning of Section 414 of the Internal Revenue Code.

      "ERISA Event" means (a) (i) the occurrence of a reportable event, within
the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day
notice requirement with respect to such event has been waived by the PBGC, or
(ii) the requirements of subsection (1) of Section 4043(b) of ERISA (without
regard to subsection (2) of such Section) are met with respect to a contributing
sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event
described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA
is reasonably expected to occur with respect to such Plan within the following
30 days; (b) the application for a minimum funding waiver with respect to a
Plan; (c) the provision by the administrator of any Plan of a notice of intent
to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any
such notice with respect to a plan amendment referred to in Section 4041(e) of
ERISA); (d) the cessation of operations at a facility of the Borrower or any
ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e)
the withdrawal by the Borrower or any ERISA Affiliate from a Multiple Employer
Plan during a plan year for which it was a substantial employer, as defined in
Section 4001(a)(2) of ERISA; (f) the conditions for the imposition of a lien
under Section 302(f) of ERISA shall have been met with respect to any Plan; (g)
the adoption of an amendment to a Plan requiring the provision of security to
such Plan pursuant to Section 307 of ERISA; or (h) the institution by the PBGC
of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the
occurrence of any event or condition described in Section 4042 of ERISA that
constitutes grounds for the termination of, or the appointment of a trustee to
administer, a Plan.

      "Eurocurrency Liabilities" has the meaning assigned to that term in
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

                                       5

<PAGE>

      "Eurodollar Lending Office" means, with respect to any Lender, the office
of such Lender specified as its "Eurodollar Lending Office" opposite its name on
Schedule I hereto or in the Assignment and Acceptance pursuant to which it
became a Lender (or, if no such office is specified, its Domestic Lending
Office), or such other office of such Lender as such Lender may from time to
time specify to the Borrower and the Agent.

      "Eurodollar Rate" means, for any Interest Period for each Eurodollar Rate
Advance comprising part of the same Revolving Credit Borrowing, an interest rate
per annum equal to the rate per annum obtained by dividing (a) the rate per
annum (rounded upward to the nearest whole multiple of 1/16 of 1% per annum)
appearing on Telerate Markets Page 3750 (or any successor page) as the London
interbank offered rate for deposits in U.S. dollars at approximately 11:00 A.M.
(London time) two Business Days prior to the first day of such Interest Period
for a term comparable to such Interest Period or, if for any reason such rate is
not available, the average (rounded upward to the nearest whole multiple of 1/16
of 1% per annum, if such average is not such a multiple) of the rate per annum
at which deposits in U.S. dollars are offered by the principal office of each of
the Reference Banks in London, England to prime banks in the London interbank
market at 11:00 A.M. (London time) two Business Days before the first day of
such Interest Period in an amount substantially equal to such Reference Bank's
Eurodollar Rate Advance comprising part of such Revolving Credit Borrowing to be
outstanding during such Interest Period and for a period equal to such Interest
Period by (b) a percentage equal to 100% minus the Eurodollar Rate Reserve
Percentage for such Interest Period. If the Telerate Markets Page 3750 (or any
successor page) is unavailable, the Eurodollar Rate for any Interest Period for
each Eurodollar Rate Advance comprising part of the same Revolving Credit
Borrowing shall be determined by the Agent on the basis of applicable rates
furnished to and received by the Agent from the Reference Banks two Business
Days before the first day of such Interest Period, subject, however, to the
provisions of Section 2.08.

      "Eurodollar Rate Advance" means a Revolving Credit Advance that bears
interest as provided in Section 2.07(a)(ii).

      "Eurodollar Rate Reserve Percentage" for any Interest Period for all
Eurodollar Rate Advances or LIBO Rate Advances comprising part of the same
Borrowing means the reserve percentage, if any, applicable two Business Days
before the first day of such Interest Period under regulations issued from time
to time by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve requirement)
for a member bank of the Federal Reserve System in New York City with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities (or
with respect to any other category of liabilities that includes deposits by
reference to which the interest rate on Eurodollar Rate Advances or LIBO Rate
Advances is determined) having a term equal to such Interest Period.

      "Events of Default" has the meaning specified in Section 6.01.

      "Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to 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 for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day that is a Business Day, the average of the quotations for such day on such
transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it.

      "Fixed Rate Advances" has the meaning specified in Section 2.03(a)(i).

      "Foreign Subsidiary" means any Subsidiary organized under the laws of a
jurisdiction other than the United States of America or any political
subdivision thereof.

      "GAAP" has the meaning specified in Section 1.03.

                                       6

<PAGE>

      "Hazardous Materials" means (a) petroleum and petroleum products,
byproducts or breakdown products, radioactive materials, asbestos-containing
materials and polychlorinated biphenyls and (b) any other chemicals, materials
or substances designated, classified or regulated as hazardous or toxic or as a
pollutant or contaminant under any Environmental Law.

      "Hedge Agreements" means interest rate swap, cap or collar agreements,
interest rate future or option contracts, currency swap agreements, currency
future or option contracts and other similar agreements.

      "Information Memorandum" means the information memorandum dated February
2005 used by the Agent in connection with the syndication of the Revolving
Credit Commitments, as supplemented by reports of the Borrower filed with the
Securities and Exchange Commission referenced in the information memorandum, by
reports filed by the Borrower with the Securities and Exchange Commission
subsequent to the date of the information memorandum but prior to March 1, 2005
and by the Borrower's 2004 fourth quarter and full year results announced on
February ________, 2005.

      "Interest Period" means, for each Eurodollar Rate Advance comprising part
of the same Revolving Credit Borrowing and each LIBO Rate Advance comprising
part of the same Competitive Bid Borrowing, the period commencing on the date of
such Eurodollar Rate Advance or LIBO Rate Advance or the date of the Conversion
of any Base Rate Advance into such Eurodollar Rate Advance and ending on the
last day of the period selected by the Borrower pursuant to the provisions below
and, thereafter, with respect to Eurodollar Rate Advances, each subsequent
period commencing on the last day of the immediately preceding Interest Period
and ending on the last day of the period selected by the Borrower pursuant to
the provisions below. The duration of each such Interest Period shall be one,
two, three or six months, and subject to clause (iii) of this definition, nine
or twelve months, as the Borrower may, upon notice received by the Agent not
later than 11:00 A.M. (New York City time) on the third Business Day prior to
the first day of such Interest Period, select; provided, however, that:

            (i) the Borrower may not select any Interest Period that ends after
      the Termination Date except that, if the Revolving Credit Advances have
      been converted to term loans pursuant to Section 2.06 prior to such
      selection, such Borrower may not select any Interest Period that ends
      after the Term Loan Maturity Date;

            (ii) Interest Periods commencing on the same date for Eurodollar
      Rate Advances comprising part of the same Revolving Credit Borrowing or
      for LIBO Rate Advances comprising part of the same Competitive Bid
      Borrowing shall be of the same duration;

            (iii) in the case of any such Revolving Credit Borrowing, the
      Borrower shall not be entitled to select an Interest Period having
      duration of nine or twelve months unless, by 2:00 P.M. (New York City
      time) on the third Business Day prior to the first day of such Interest
      Period, each Lender notifies the Administrative Agent that such Lender
      will be providing funding for such Revolving Credit Borrowing with such
      Interest Period (the failure of any Lender to so respond by such time
      being deemed for all purposes of this Agreement as an objection by such
      Lender to the requested duration of such Interest Period); provided that,
      if any or all of the Lenders object to the requested duration of such
      Interest Period, the duration of the Interest Period for such Revolving
      Credit Borrowing shall be one, two, three or six months, as specified by
      the Borrower requesting such Revolving Credit Borrowing in the applicable
      Notice of Revolving Credit Borrowing as the desired alternative to an
      Interest Period of nine or twelve months;

            (iv) whenever the last day of any Interest Period would otherwise
      occur on a day other than a Business Day, the last day of such Interest
      Period shall be extended to occur on the next succeeding Business Day,
      provided, however, that, if such extension would cause the last day of
      such Interest Period to occur in the next following calendar month, the
      last day of such Interest Period shall occur on the next preceding
      Business Day; and

                                       7

<PAGE>

            (v) whenever the first day of any Interest Period occurs on a day of
      an initial calendar month for which there is no numerically corresponding
      day in the calendar month that succeeds such initial calendar month by the
      number of months equal to the number of months in such Interest Period,
      such Interest Period shall end on the last Business Day of such succeeding
      calendar month.

      "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

      "Interim Financial Statements" has the meaning specified in Section
4.01(e).

      "Lenders" means the Initial Lenders and each Person that shall become a
party hereto pursuant to Section 8.07.

      "LIBO Rate" means, for any Interest Period for all LIBO Rate Advances
comprising part of the same Competitive Bid Borrowing, an interest rate per
annum equal to the rate per annum obtained by dividing (a) the rate per annum
(rounded upward to the nearest whole multiple of 1/16 of 1% per annum) appearing
on Dow Jones Markets Telerate Page 3750 (or any successor page) as the London
interbank offered rate for deposits in U.S. dollars at approximately 11:00 A.M.
(London time) two Business Days prior to the first day of such Interest Period
for a term comparable to such Interest Period or, if for any reason such rate is
not available, the average (rounded upward to the nearest whole multiple of 1/16
of 1% per annum, if such average is not such a multiple) of the rate per annum
at which deposits in U.S. dollars offered by the principal office of each of the
Reference Banks in London, England to prime banks in the London interbank market
at 11:00 A.M. (London time) two Business Days before the first day of such
Interest Period in an amount substantially equal to the amount that would be the
Reference Banks' respective ratable shares of such Borrowing if such Borrowing
were to be a Revolving Credit Borrowing to be outstanding during such Interest
Period and for a period equal to such Interest Period by (b) a percentage equal
to 100% minus the Eurodollar Rate Reserve Percentage for such Interest Period.
If the Dow Jones Markets Telerate Page 3750 (or any successor page) is
unavailable, the LIBO Rate for any Interest Period for each LIBO Rate Advance
comprising part of the same Competitive Bid Borrowing shall be determined by the
Agent on the basis of applicable rates furnished to and received by the Agent
from the Reference Banks two Business Days before the first day of such Interest
Period, subject, however, to the provisions of Section 2.08.

      "LIBO Rate Advances" means a Competitive Bid Advance bearing interest
based on the LIBO Rate.

      "Lien" means any lien, security interest or other charge or encumbrance of
any kind, including, without limitation, the lien or retained security title of
a conditional vendor and any easement, right of way or other encumbrance on
title to real property; provided, however, that no transfer of assets that is
treated as a sale in accordance with GAAP shall be deemed to constitute a Lien
for purposes of this Agreement.

      "Loan Document" means this Agreement and the Notes (if any).

      "Material Adverse Change" means any material adverse change in the
business, condition (financial or otherwise), operations, performance or
properties of the Borrower or the Borrower and its Subsidiaries taken as a
whole.

      "Material Adverse Effect" means a material adverse effect on (a) the
business, condition (financial or otherwise), operations, performance or
properties of the Borrower or the Borrower and its Subsidiaries taken as a
whole, (b) the rights and remedies of the Agent or any Lender under this
Agreement or any Note or (c) the ability of the Borrower to perform its
obligations under this Agreement or any Note.

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

                                       8

<PAGE>

      "Multiemployer Plan" means a multiemployer plan, as defined in Section
4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate is making or
accruing an obligation to make contributions, or has within any of the preceding
five plan years made or accrued an obligation to make contributions.

      "Multiple Employer Plan" means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the
Borrower or any ERISA Affiliate and at least one Person other than the Borrower
and the ERISA Affiliates or (b) was so maintained and in respect of which the
Borrower or any ERISA Affiliate could have liability under Section 4064 or 4069
of ERISA in the event such plan has been or were to be terminated.

      "Net Worth" means, on any date, all amounts which, in accordance with
GAAP, would be included under stockholders' equity on a Consolidated balance
sheet of the Borrower and its Subsidiaries at such date, adjusted to exclude (x)
accumulated foreign currency translation adjustments, (y) accumulated losses
related to Statement of Financial Accounting Standards No. 142 and No. 144 in an
aggregate amount not to exceed $350,000,000 and (z) accumulated losses related
to restructuring charges and operating expenses related to restructuring actions
in an amount not to exceed $103,000,000 taken not later than December 31, 2003,
of which not more than $50,000,000 shall be cash charges and expenses.

      "Note" means a Revolving Credit Note or a Competitive Bid Note.

      "Notice of Competitive Bid Borrowing" has the meaning specified in Section
2.03(a).

      "Notice of Revolving Credit Borrowing" has the meaning specified in
Section 2.02(a).

      "OFAC" means the U.S. Department of Treasury's Office of Foreign Assets
Control.

      "PBGC" means the Pension Benefit Guaranty Corporation (or any successor).

      "Permitted Liens" means such of the following as to which no enforcement,
collection, execution, levy or foreclosure proceeding shall have been commenced:
(a) Liens for taxes, assessments and governmental charges or levies to the
extent not required to be paid under Section 5.01(b) hereof; (b) Liens imposed
by law, such as materialmen's, mechanics', carriers', workmen's and repairmen's
Liens and other similar Liens arising in the ordinary course of business
securing obligations that are not overdue for a period of more than 60 days; (c)
pledges or deposits to secure obligations under workers' compensation laws or
similar legislation or to secure public or statutory obligations; (d) easements,
rights of way and other encumbrances on title to real property that do not
render title to the property encumbered thereby unmarketable or materially
adversely affect the use of such property for its present purposes and (e) Liens
securing performance of bids, trade contracts (other than for borrowed money),
leases, surety and appeal bonds, performance bonds and similar obligations
incurred in the ordinary course of business.

      "Person" means an individual, partnership, corporation (including a
business trust), joint stock company, trust, unincorporated association, joint
venture, limited liability company or other entity, or a government or any
political subdivision or agency thereof.

      "Plan" means a Single Employer Plan or a Multiple Employer Plan.

      "Public Debt Rating" means, as of any date, the rating that has been most
recently announced by either S&P or Moody's, as the case may be, for any class
of non-credit enhanced long-term senior unsecured debt issued by the Borrower
(and if either such rating agency has issued more than one such rating, the
lowest thereof). For purposes of the foregoing, (a) if only one of S&P and
Moody's shall have in effect a Public Debt Rating, the Applicable Margin, the
Applicable Percentage and the Applicable Utilization Fee shall be determined by
reference to the available rating; (b) if neither S&P nor Moody's shall have in
effect a Public Debt Rating, the Applicable Margin, the Applicable Percentage
and the Applicable Utilization Fee will be set in accordance with Level 5 under
the definition of "Applicable

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<PAGE>

      Margin", "Applicable Percentage" or "Applicable Utilization Fee", as the
      case may be; (c) if the ratings established by S&P and Moody's shall fall
      within different levels, the Applicable Margin, the Applicable Percentage
      and the Applicable Utilization Fee shall be based upon the higher rating
      unless such ratings differ by two or more levels, in which case the
      applicable level will be deemed to be one level above the lower of such
      levels; (d) if any rating established by S&P or Moody's shall be changed,
      such change shall be effective as of the date on which such change is
      first announced publicly by the rating agency making such change; and (e)
      if S&P or Moody's shall change the basis on which ratings are established,
      each reference to the Public Debt Rating announced by S&P or Moody's, as
      the case may be, shall refer to the then equivalent rating by S&P or
      Moody's, as the case may be.

            "Ratable Share" means, with respect to any Lender at any time, a
      fraction the numerator of which is such Lender's Revolving Credit
      Commitment at such time and the denominator of which is the Revolving
      Credit Facility at such time.

            "Reference Banks" means Citibank, JPMorgan Chase Bank, N.A. and
      Fleet.

            "Register" has the meaning specified in Section 8.07(d).

            "Required Lenders" means at any time Lenders owed at least a
      majority in interest of the then aggregate unpaid principal amount of the
      Revolving Credit Advances owing to Lenders, or, if no such principal
      amount is then outstanding, Lenders having at least a majority in interest
      of the Revolving Credit Commitments.

            "Revolving Credit Advance" means an advance by a Lender to the
      Borrower as part of a Revolving Credit Borrowing and refers to a Base Rate
      Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of
      Revolving Credit Advance).

            "Revolving Credit Borrowing" means a borrowing consisting of
      simultaneous Revolving Credit Advances of the same Type made by each of
      the Lenders pursuant to Section 2.01.

            "Revolving Credit Commitment" means as to any Lender (a) the amount
      set forth opposite such Lender's name on the signature pages hereof under
      the caption "Revolving Credit Commitment", or (b) if such Lender has
      entered into any Assignment and Acceptance, the amount set forth for such
      Lender in the Register maintained by the Agent pursuant to Section 8.07(d)
      as such Lender's "Revolving Credit Commitment", as such amount may be
      reduced pursuant to Section 2.05.

            "Revolving Credit Facility" means the aggregate of the Revolving
      Credit Commitments.

            "Revolving Credit Note" means a promissory note of the Borrower
      payable to the order of any Lender, delivered pursuant to a request made
      under Section 2.16 in substantially the form of Exhibit A-1 hereto,
      evidencing the aggregate indebtedness of the Borrower to such Lender
      resulting from the Revolving Credit Advances made by such Lender. "S&P"
      means Standard & Poor's, a division of The McGraw-Hill Companies, Inc.

            "Single Employer Plan" means a single employer plan, as defined in
      Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the
      Borrower or any ERISA Affiliate and no Person other than the Borrower and
      the ERISA Affiliates or (b) was so maintained and in respect of which the
      Borrower or any ERISA Affiliate could have liability under Section 4069 of
      ERISA in the event such plan has been or were to be terminated.

            "Subsidiary" of any Person means any corporation, partnership, joint
      venture, limited liability company, trust or estate of which (or in which)
      more than 50% of (a) the issued and outstanding capital

                                       10

<PAGE>

      stock having ordinary voting power to elect a majority of the Board of
      Directors of such corporation (irrespective of whether at the time capital
      stock of any other class or classes of such corporation shall or might
      have voting power upon the occurrence of any contingency), (b) the
      interest in the capital or profits of such limited liability company,
      partnership or joint venture or (c) the beneficial interest in such trust
      or estate is at the time directly or indirectly owned or controlled by
      such Person, by such Person and one or more of its other Subsidiaries or
      by one or more of such Person's other Subsidiaries.

            "Term Loan Conversion Date" means the Termination Date on which all
      Revolving Credit Advances outstanding on such date are converted into term
      loans pursuant to Section 2.06.

            "Term Loan Election" has the meaning specified in Section 2.06.

            "Term Loan Maturity Date" means the earlier of (a) the first
      anniversary of the Termination Date and (b) the date of termination in
      whole of the aggregate Commitments pursuant to Section 2.05 or 6.01.

            "Termination Date" means the earlier of March 10, 2006 and the date
      of termination in whole of the Revolving Credit Commitments pursuant to
      Section 2.05(a) or 6.01.

            "Unused Revolving Credit Commitment" means, with respect to any
      Lender at any time, (a) such Lender's Revolving Credit Commitment at such
      time minus (b) the sum of (i) the aggregate principal amount of all
      Revolving Credit Advances made by such Lender and outstanding at such time
      plus (ii) such Lender's Ratable Share of the aggregate principal amount of
      all Competitive Bid Advances outstanding at such time.

            "Usage" means, at any time the sum of the aggregate principal amount
      of the Advances then outstanding.

            "Voting Stock" means capital stock issued by a corporation, or
      equivalent interests in any other Person, the holders of which are
      ordinarily, in the absence of contingencies, entitled to vote for the
      election of directors (or persons performing similar functions) of such
      Person, even if the right so to vote has been suspended by the happening
      of such a contingency.

            SECTION 1.02. Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
mean "to but excluding".

            SECTION 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the financial statements of the Borrower as of December 31, 2001, as modified
by the Borrower's adoption of Statement of Financial Accounting Standards No.
142 and No. 144 ("GAAP").

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

            SECTION 2.01. The Revolving Credit Advances. Each Lender severally
agrees, on the terms and conditions hereinafter set forth, to make Revolving
Credit Advances to the Borrower from time to time on any Business Day during the
period from the Effective Date until the Termination Date in an amount for each
Revolving Credit Advance not to exceed such Lender's Unused Revolving Credit
Commitment. Each Revolving Credit Borrowing shall be in an aggregate amount of
$10,000,000 or an integral multiple of $1,000,000 in excess thereof and shall
consist of Revolving Credit Advances of the same Type made on the same day by
the Lenders ratably according to their respective Revolving Credit Commitments.
Within the limits of each Lender's Unused Revolving Credit Commitment, the
Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.10
and reborrow under this Section 2.01(a).

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<PAGE>

            SECTION 2.02. Making the Revolving Credit Advances. (a) Each
Revolving Credit Borrowing shall be made on notice, given not later than (x)
11:00 A.M. (New York City time) on the third Business Day prior to the date of
the proposed Revolving Credit Borrowing in the case of a Revolving Credit
Borrowing consisting of Eurodollar Rate Advances or (y) 11:00 A.M. (New York
City time) on the date of the proposed Revolving Credit Borrowing in the case of
a Revolving Credit Borrowing consisting of Base Rate Advances, by the Borrower
to the Agent, which shall give to each Lender prompt notice thereof by
telecopier. Each such notice of a Revolving Credit Borrowing (a "Notice of
Revolving Credit Borrowing") shall be by telephone, confirmed immediately in
writing, or telecopier in substantially the form of Exhibit B-1 hereto,
specifying therein the requested (i) date of such Revolving Credit Borrowing,
(ii) Type of Advances comprising such Revolving Credit Borrowing, (iii)
aggregate amount of such Revolving Credit Borrowing, and (iv) in the case of a
Revolving Credit Borrowing consisting of Eurodollar Rate Advances, initial
Interest Period for each such Revolving Credit Advance. Each Lender shall,
before 12:00 noon (New York City time) on the date of such Revolving Credit
Borrowing make available for the account of its Applicable Lending Office to the
Agent at the Agent's Account, in same day funds, such Lender's ratable portion
of such Revolving Credit Borrowing. After the Agent's receipt of such funds and
upon fulfillment of the applicable conditions set forth in Article III, the
Agent will make such funds available to the Borrower at the Agent's address
referred to in Section 8.02.

            (b) Anything in subsection (a) above to the contrary
notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for
any Revolving Credit Borrowing if the aggregate amount of such Revolving Credit
Borrowing is less than $10,000,000 or if the obligation of the Lenders to make
Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08 or
2.12 and (ii) the Eurodollar Rate Advances may not be outstanding as part of
more than ten separate Revolving Credit Borrowings.

            (c) Each Notice of Revolving Credit Borrowing shall be irrevocable
and binding on the Borrower. In the case of any Revolving Credit Borrowing that
the related Notice of Revolving Credit Borrowing specifies is to be comprised of
Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any
loss, cost or expense incurred by such Lender as a result of any failure to
fulfill on or before the date specified in such Notice of Revolving Credit
Borrowing for such Revolving Credit Borrowing the applicable conditions set
forth in Article III, including, without limitation, any loss (excluding loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the
Revolving Credit Advance to be made by such Lender as part of such Revolving
Credit Borrowing when such Revolving Credit Advance, as a result of such
failure, is not made on such date.

            (d) Unless the Agent shall have received notice from a Lender prior
to the date of any Revolving Credit Borrowing that such Lender will not make
available to the Agent such Lender's ratable portion of such Revolving Credit
Borrowing, the Agent may assume that such Lender has made such portion available
to the Agent on the date of such Revolving Credit Borrowing in accordance with
subsection (a) of this Section 2.02 and the Agent may, in reliance upon such
assumption, make available to the Borrower on such date a corresponding amount.
If and to the extent that such Lender shall not have so made such ratable
portion available to the Agent, such Lender and the Borrower severally agree to
repay to the Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date such amount is made available to
the Borrower until the date such amount is repaid to the Agent, at (i) in the
case of the Borrower, the interest rate applicable at the time to Revolving
Credit Advances comprising such Revolving Credit Borrowing and (ii) in the case
of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent
such corresponding amount, such amount so repaid shall constitute such Lender's
Revolving Credit Advance as part of such Revolving Credit Borrowing for purposes
of this Agreement.

            (e) The failure of any Lender to make the Revolving Credit Advance
to be made by it as part of any Revolving Credit Borrowing shall not relieve any
other Lender of its obligation, if any, hereunder to make its Revolving Credit
Advance on the date of such Revolving Credit Borrowing, but no Lender shall be
responsible for the failure of any other Lender to make the Revolving Credit
Advance to be made by such other Lender on the date of any Revolving Credit
Borrowing.

            SECTION 2.03. The Competitive Bid Advances. (a) Each Lender
severally agrees that the Borrower may make Competitive Bid Borrowings under
this Section 2.03 from time to time on any Business Day during the period from
the date hereof until the date occurring 30 days prior to the Termination Date
in the manner

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<PAGE>

set forth below; provided that, following the making of each Competitive Bid
Borrowing, the aggregate Usage shall not exceed the Revolving Credit Facility.

            (i) The Borrower may request a Competitive Bid Borrowing under this
      Section 2.03 by delivering to the Agent, by telecopier, a notice of a
      Competitive Bid Borrowing (a "Notice of Competitive Bid Borrowing"), in
      substantially the form of Exhibit B-2 hereto, specifying therein the
      requested (v) date of such proposed Competitive Bid Borrowing, (w)
      aggregate amount of such proposed Competitive Bid Borrowing, (x) in the
      case of a Competitive Bid Borrowing consisting of LIBO Rate Advances,
      Interest Period, or in the case of a Competitive Bid Borrowing consisting
      of Fixed Rate Advances, maturity date for repayment of each Fixed Rate
      Advance to be made as part of such Competitive Bid Borrowing (which
      maturity date may not be earlier than the date occurring 7 days after the
      date of such Competitive Bid Borrowing or later than the earlier of (I)
      180 days after the date of such Competitive Bid Borrowing and (II) the
      Termination Date), (y) interest payment date or dates relating thereto,
      and (z) other terms (if any) to be applicable to such Competitive Bid
      Borrowing, not later than 10:00 A.M. (New York City time) (A) at least one
      Business Day prior to the date of the proposed Competitive Bid Borrowing,
      if the Borrower shall specify in the Notice of Competitive Bid Borrowing
      that the rates of interest to be offered by the Lenders shall be fixed
      rates per annum (the Advances comprising any such Competitive Bid
      Borrowing being referred to herein as "Fixed Rate Advances") and (B) at
      least four Business Days prior to the date of the proposed Competitive Bid
      Borrowing, if the Borrower shall instead specify in the Notice of
      Competitive Bid Borrowing that the Advances comprising such Competitive
      Bid Borrowing shall be LIBO Rate Advances. Each Notice of Competitive Bid
      Borrowing shall be irrevocable and binding on the Borrower. The Agent
      shall in turn promptly notify each Lender of each request for a
      Competitive Bid Borrowing received by it from the Borrower by sending such
      Lender a copy of the related Notice of Competitive Bid Borrowing.

            (ii) Each Lender may, if, in its sole discretion, it elects to do
      so, irrevocably offer to make one or more Competitive Bid Advances to the
      Borrower as part of such proposed Competitive Bid Borrowing at a rate or
      rates of interest specified by such Lender in its sole discretion, by
      notifying the Agent (which shall give prompt notice thereof to the
      Borrower), (A) before 9:30 A.M. (New York City time) on the date of such
      proposed Competitive Bid Borrowing, in the case of a Competitive Bid
      Borrowing consisting of Fixed Rate Advances and (B) before 10:00 A.M. (New
      York City time) three Business Days before the date of such proposed
      Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing
      consisting of LIBO Rate Advances of the minimum amount and maximum amount
      of each Competitive Bid Advance which such Lender would be willing to make
      as part of such proposed Competitive Bid Borrowing (which amounts may,
      subject to the proviso to the first sentence of this Section 2.03(a),
      exceed such Lender's Revolving Credit Commitment, if any), the rate or
      rates of interest therefor and such Lender's Applicable Lending Office
      with respect to such Competitive Bid Advance; provided that if the Agent
      in its capacity as a Lender shall, in its sole discretion, elect to make
      any such offer, it shall notify the Borrower of such offer at least 30
      minutes before the time and on the date on which notice of such election
      is to be given to the Agent, by the other Lenders. If any Lender shall
      elect not to make such an offer, such Lender shall so notify the Agent
      before 10:00 A.M. (New York City time) on the date on which notice of such
      election is to be given to the Agent by the other Lenders, and such Lender
      shall not be obligated to, and shall not, make any Competitive Bid Advance
      as part of such Competitive Bid Borrowing; provided that the failure by
      any Lender to give such notice shall not cause such Lender to be obligated
      to make any Competitive Bid Advance as part of such proposed Competitive
      Bid Borrowing.

            (iii) The Borrower shall, in turn, (A) before 10:30 A.M. (New York
      City time) on the date of such proposed Competitive Bid Borrowing, in the
      case of a Competitive Bid Borrowing consisting of Fixed Rate Advances and
      (B) before 11:00 A.M. (New York City time) three Business Days before the
      date of such proposed Competitive Bid Borrowing, in the case of a
      Competitive Bid Borrowing consisting of LIBO Rate Advances, either:

                  (x) cancel such Competitive Bid Borrowing by giving the Agent
            notice to that effect, or

                                       13

<PAGE>

                  (y) accept one or more of the offers made by any Lender or
            Lenders pursuant to paragraph (ii) above, in its sole discretion, by
            giving notice to the Agent of the amount of each Competitive Bid
            Advance (which amount shall be equal to or greater than the minimum
            amount, and equal to or less than the maximum amount, notified to
            the Borrower by the Agent on behalf of such Lender for such
            Competitive Bid Advance pursuant to paragraph (ii) above) to be made
            by each Lender as part of such Competitive Bid Borrowing, and reject
            any remaining offers made by Lenders pursuant to paragraph (ii)
            above by giving the Agent notice to that effect. The Borrower shall
            accept the offers made by any Lender or Lenders to make Competitive
            Bid Advances in order of the lowest to the highest rates of interest
            offered by such Lenders. If two or more Lenders have offered the
            same interest rate, the amount to be borrowed at such interest rate
            will be allocated among such Lenders in proportion to the amount
            that each such Lender offered at such interest rate.

            (iv) If the Borrower notifies the Agent that such Competitive Bid
      Borrowing is cancelled pursuant to paragraph (iii)(x) above, the Agent
      shall give prompt notice thereof to the Lenders and such Competitive Bid
      Borrowing shall not be made.

            (v) If the Borrower accepts one or more of the offers made by any
      Lender or Lenders pursuant to paragraph (iii)(y) above, the Agent shall in
      turn promptly notify (A) each Lender that has made an offer as described
      in paragraph (ii) above, of the date and aggregate amount of such
      Competitive Bid Borrowing and whether or not any offer or offers made by
      such Lender pursuant to paragraph (ii) above have been accepted by the
      Borrower, (B) each Lender that is to make a Competitive Bid Advance as
      part of such Competitive Bid Borrowing, of the amount of each Competitive
      Bid Advance to be made by such Lender as part of such Competitive Bid
      Borrowing, and (C) each Lender that is to make a Competitive Bid Advance
      as part of such Competitive Bid Borrowing, upon receipt, that the Agent
      has received forms of documents appearing to fulfill the applicable
      conditions set forth in Article III. Each Lender that is to make a
      Competitive Bid Advance as part of such Competitive Bid Borrowing shall,
      before 12:00 noon (New York City time) on the date of such Competitive Bid
      Borrowing specified in the notice received from the Agent pursuant to
      clause (A) of the preceding sentence or any later time when such Lender
      shall have received notice from the Agent pursuant to clause (C) of the
      preceding sentence, make available for the account of its Applicable
      Lending Office to the Agent at the Agent's Account, in same day funds,
      such Lender's portion of such Competitive Bid Borrowing. Upon fulfillment
      of the applicable conditions set forth in Article III and after receipt by
      the Agent of such funds, the Agent will make such funds available to the
      Borrower at the Agent's address referred to in Section 8.02. Promptly
      after each Competitive Bid Borrowing the Agent will notify each Lender of
      the amount of the Competitive Bid Borrowing and the dates upon which such
      Competitive Bid Borrowing commenced and will terminate.

            (vi) If the Borrower notifies the Agent that it accepts one or more
      of the offers made by any Lender or Lenders pursuant to paragraph (iii)(y)
      above, such notice of acceptance shall be irrevocable and binding on the
      Borrower. The Borrower shall indemnify each Lender against any loss, cost
      or expense incurred by such Lender as a result of any failure to fulfill
      on or before the date specified in the related Notice of Competitive Bid
      Borrowing for such Competitive Bid Borrowing the applicable conditions set
      forth in Article III, including, without limitation, any loss (excluding
      loss of anticipated profits), cost or expense incurred by reason of the
      liquidation or reemployment of deposits or other funds acquired by such
      Lender to fund the Competitive Bid Advance to be made by such Lender as
      part of such Competitive Bid Borrowing when such Competitive Bid Advance,
      as a result of such failure, is not made on such date.

            (b) Each Competitive Bid Borrowing shall be in an aggregate amount
of $10,000,000 or an integral multiple of $1,000,000 in excess thereof and,
following the making of each Competitive Bid Borrowing, the Borrower shall be in
compliance with the limitation set forth in the proviso to the first sentence of
subsection (a) above.

            (c) Within the limits and on the conditions set forth in this
Section 2.03, the Borrower may from time to time borrow under this Section 2.03,
repay or prepay pursuant to subsection (d) below, and reborrow

                                       14

<PAGE>

under this Section 2.03, provided that a Competitive Bid Borrowing shall not be
made within three Business Days of the date of any other Competitive Bid
Borrowing.

            (d) The Borrower shall repay to the Agent for the account of each
Lender that has made a Competitive Bid Advance, on the maturity date of each
Competitive Bid Advance (such maturity date being that specified by the Borrower
for repayment of such Competitive Bid Advance in the related Notice of
Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above and
provided in the Competitive Bid Note evidencing such Competitive Bid Advance),
the then unpaid principal amount of such Competitive Bid Advance. The Borrower
shall have no right to prepay any principal amount of any Competitive Bid
Advance unless, and then only on the terms, specified by the Borrower for such
Competitive Bid Advance in the related Notice of Competitive Bid Borrowing
delivered pursuant to subsection (a)(i) above and set forth in the Competitive
Bid Note evidencing such Competitive Bid Advance.

            (e) The Borrower shall pay interest on the unpaid principal amount
of each Competitive Bid Advance from the date of such Competitive Bid Advance to
the date the principal amount of such Competitive Bid Advance is repaid in full,
at the rate of interest for such Competitive Bid Advance specified by the Lender
making such Competitive Bid Advance in its notice with respect thereto delivered
pursuant to subsection (a)(ii) above, payable on the interest payment date or
dates specified by the Borrower for such Competitive Bid Advance in the related
Notice of Competitive Bid Borrowing delivered pursuant to subsection (a)(i)
above, as provided in the Competitive Bid Note evidencing such Competitive Bid
Advance. Upon the occurrence and during the continuance of an Event of Default
under Section 6.01(a), the Borrower shall pay interest on the amount of unpaid
principal of and interest on each Competitive Bid Advance owing to a Lender,
payable in arrears on the date or dates interest is payable thereon, at a rate
per annum equal at all times to 2% per annum above the rate per annum required
to be paid on such Competitive Bid Advance under the terms of the Competitive
Bid Note evidencing such Competitive Bid Advance unless otherwise agreed in such
Competitive Bid Note.

            (f) The indebtedness of the Borrower resulting from each Competitive
Bid Advance made to the Borrower as part of a Competitive Bid Borrowing shall be
evidenced by a separate Competitive Bid Note of the Borrower payable to the
order of the Lender making such Competitive Bid Advance.

            SECTION 2.04. Fees. (a) Facility Fee. The Borrower agrees to pay to
the Agent for the account of each Lender a facility fee on the aggregate amount
of such Lender's Revolving Credit Commitment from the Effective Date in the case
of each Initial Lender and from the effective date specified in the Assignment
and Acceptance pursuant to which it became a Lender in the case of each other
Lender until the Termination Date at a rate per annum equal to the Applicable
Percentage in effect from time to time, payable in arrears quarterly on the last
day of each March, June, September and December, commencing March 31, 2005, and
on the Termination Date.

            (b) Agent's Fees. The Borrower shall pay to the Agent for its own
account such fees as may from time to time be agreed between the Borrower and
the Agent.

            SECTION 2.05. Termination or Reduction of the Commitments. (a)
Optional. The Borrower shall have the right, upon at least three Business Days'
notice to the Agent, to terminate in whole or permanently reduce ratably in part
the unused portions of the respective Unused Revolving Credit Commitments of the
Lenders, provided that each partial reduction shall be in the aggregate amount
of $10,000,000 or an integral multiple of $1,000,000 in excess thereof.

            (b) Mandatory. On the Termination Date and, if the Borrower has made
the Term Loan Election in accordance with Section 2.06 prior to such date, from
time to time thereafter upon each prepayment of the Revolving Credit Advances
pursuant to Section 2.10, the Commitments of the Lenders shall be automatically
and permanently reduced on a pro rata basis by an amount equal to the amount by
which (i) the aggregate Commitments immediately prior to such reduction exceeds
(ii) the aggregate unpaid principal amount of all Revolving Credit Advances
outstanding at such time.

            SECTION 2.06. Repayment of Revolving Credit Advances. The Borrower
shall, subject to the next succeeding sentence, repay to the Agent for the
ratable account of the Lenders on the Termination Date the

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<PAGE>

aggregate principal amount of the Revolving Credit Advances then outstanding.
The Borrower may, upon not less than 15 days' notice to the Agent, elect (the
"Term Loan Election") to convert all of the Revolving Credit Advances
outstanding on the Termination Date in effect at such time into term loans which
the Borrower shall repay in full ratably to the Lenders on the Term Loan
Maturity Date; provided that the conditions set forth in Section 3.02 have been
satisfied. All Revolving Credit Advances converted into term loans pursuant to
this Section 2.06 shall continue to constitute Revolving Credit Advances except
that the Borrower may not reborrow pursuant to Section 2.01 after all or any
portion of such Revolving Credit Advances have been prepaid pursuant to Section
2.10.

            SECTION 2.07. Interest on Revolving Credit Advances. (a) Scheduled
Interest. The Borrower shall pay interest on the unpaid principal amount of each
Revolving Credit Advance owing to each Lender from the date of such Revolving
Credit Advance until such principal amount shall be paid in full, at the
following rates per annum:

            (i) Base Rate Advances. During such periods as such Advance is a
      Base Rate Advance, a rate per annum equal at all times to the sum of (x)
      the Base Rate in effect from time to time plus (y) the Applicable Margin
      in effect from time to time plus (z) the Applicable Utilization Fee in
      effect from time to time, payable in arrears quarterly on the last day of
      each March, June, September and December during such periods and on the
      date such Base Rate Advance shall be Converted or paid in full.

            (ii) Eurodollar Rate Advances. During such periods as such Advance
      is a Eurodollar Rate Advance, a rate per annum equal at all times during
      each Interest Period for such Revolving Credit Advance to the sum of (x)
      the Eurodollar Rate for such Interest Period for such Revolving Credit
      Advance plus (y) the Applicable Margin in effect from time to time plus
      (z) the Applicable Utilization Fee in effect from time to time, payable in
      arrears on the last day of such Interest Period and, if such Interest
      Period has a duration of more than three months, on each day that occurs
      during such Interest Period every three months from the first day of such
      Interest Period and on the date such Eurodollar Rate Advance shall be
      Converted or paid in full.

            (b) Default Interest. Upon the occurrence and during the continuance
of an Event of Default under Section 6.01(a), the Agent may, and upon the
request of the Required Lenders shall, require the Borrower to pay interest
("Default Interest") on (i) the unpaid principal amount of each Revolving Credit
Advance owing to each Lender, payable in arrears on the dates referred to in
clause (a)(i) or (a)(ii) above, at a rate per annum equal at all times to 2% per
annum above the rate per annum required to be paid on such Revolving Credit
Advance pursuant to clause (a)(i) or (a)(ii) above and (ii) to the fullest
extent permitted by law, the amount of any interest, fee or other amount payable
hereunder that is not paid when due, from the date such amount shall be due
until such amount shall be paid in full, payable in arrears on the date such
amount shall be paid in full and on demand, at a rate per annum equal at all
times to 2% per annum above the rate per annum required to be paid on Base Rate
Advances pursuant to clause (a)(i) above, provided, however, that following
acceleration of the Advances pursuant to Section 6.01, Default Interest shall
accrue and be payable hereunder whether or not previously required by the Agent.

            SECTION 2.08. Interest Rate Determination. (a) Each Reference Bank
agrees to furnish to the Agent timely information for the purpose of determining
each Eurodollar Rate and each LIBO Rate. If any one or more of the Reference
Banks shall not furnish such timely information to the Agent for the purpose of
determining any such interest rate, the Agent shall determine such interest rate
on the basis of timely information furnished by the remaining Reference Banks.
The Agent shall give prompt notice to the Borrower and the Lenders of the
applicable interest rate determined by the Agent for purposes of Section
2.07(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for
the purpose of determining the interest rate under Section 2.07(a)(ii).

            (b) If, with respect to any Eurodollar Rate Advances, the Required
Lenders notify the Agent that the Eurodollar Rate for any Interest Period for
such Advances will not adequately reflect the cost to such Required Lenders of
making, funding or maintaining their respective Eurodollar Rate Advances for
such Interest Period, the Agent shall forthwith so notify the Borrower and the
Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the
last day of the then existing Interest Period therefor, Convert into a Base Rate
Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving
Credit Advances into, Eurodollar

                                       16

<PAGE>

Rate Advances shall be suspended until the Agent shall notify the Borrower and
the Lenders that the circumstances causing such suspension no longer exist.

            (c) If the Borrower shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Agent will forthwith so notify the Borrower and the Lenders and such Advances
will automatically, on the last day of the then existing Interest Period
therefor, Convert into Base Rate Advances.

            (d) On the date on which the aggregate unpaid principal amount of
Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment
or prepayment or otherwise, to less than $10,000,000, such Advances shall
automatically Convert into Base Rate Advances.

            (e) Upon the occurrence and during the continuance of any Event of
Default under Section 6.01(a), (i) each Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make,
or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

            (f) If Telerate Markets Page 3750 is unavailable and fewer than two
Reference Banks furnish timely information to the Agent for determining the
Eurodollar Rate or LIBO Rate for any Eurodollar Rate Advances or LIBO Rate
Advances, as the case may be,

            (i) the Agent shall forthwith notify the Borrower and the Lenders
      that the interest rate cannot be determined for such Eurodollar Rate
      Advances or LIBO Rate Advances, as the case may be,

            (ii) with respect to Eurodollar Rate Advances, each such Advance
      will automatically, on the last day of the then existing Interest Period
      therefor, Convert into a Base Rate Advance (or if such Advance is then a
      Base Rate Advance, will continue as a Base Rate Advance), and

            (iii) the obligation of the Lenders to make Eurodollar Rate Advances
      or LIBO Rate Advances or to Convert Revolving Credit Advances into
      Eurodollar Rate Advances shall be suspended until the Agent shall notify
      the Borrower and the Lenders that the circumstances causing such
      suspension no longer exist.

            SECTION 2.09. Optional Conversion of Revolving Credit Advances. The
Borrower may on any Business Day, upon notice given to the Agent not later than
11:00 A.M. (New York City time) on the third Business Day prior to the date of
the proposed Conversion and subject to the provisions of Sections 2.08 and 2.12,
Convert all Revolving Credit Advances of one Type comprising the same Borrowing
into Revolving Credit Advances of the other Type; provided, however, that any
Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made
only on the last day of an Interest Period for such Eurodollar Rate Advances,
any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in
an amount not less than the minimum amount specified in Section 2.02(b) and no
Conversion of any Revolving Credit Advances shall result in more separate
Revolving Credit Borrowings than permitted under Section 2.02(b). Each such
notice of a Conversion shall, within the restrictions specified above, specify
(i) the date of such Conversion, (ii) the Revolving Credit Advances to be
Converted, and (iii) if such Conversion is into Eurodollar Rate Advances, the
duration of the initial Interest Period for each such Advance. Each notice of
Conversion shall be irrevocable and binding on the Borrower.

            SECTION 2.10. Prepayments of Revolving Credit Advances. (a)
Optional. The Borrower may, upon notice at least three Business Days' prior to
the date of such prepayment, in the case of Eurodollar Rate Advances, and not
later than 11:00 A.M. (New York City time) on the date of such prepayment, in
the case of Base Rate Advances, to the Agent stating the proposed date and
aggregate principal amount of the prepayment, and if such notice is given, the
Borrower shall prepay the outstanding principal amount of the Revolving Credit
Advances comprising part of the same Revolving Credit Borrowing in whole or
ratably in part, together with accrued interest to the date of such prepayment
on the principal amount prepaid; provided, however, that (x) each partial
prepayment shall be in an aggregate principal amount of $10,000,000 or an
integral multiple of $1,000,000 in excess thereof

                                       17

<PAGE>

and (y) in the event of any such prepayment of a Eurodollar Rate Advance, the
Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant
to Section 8.04(c).

            (b) Mandatory. The Borrower shall, on each Business Day, prepay an
aggregate principal amount of the Revolving Credit Advances comprising part of
the same Revolving Credit Borrowing equal to the amount by which the aggregate
principal amount of the Advances then outstanding exceeds the Revolving Credit
Facility on such Business Day.

            SECTION 2.11. Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Lender of agreeing to make or
making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances
(excluding for purposes of this Section 2.11 any such increased costs resulting
from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii)
changes in the basis of taxation of overall net income or overall gross income
by the United States or by the foreign jurisdiction or state under the laws of
which such Lender is organized or has its Applicable Lending Office or any
political subdivision thereof), then the Borrower shall from time to time, upon
demand by such Lender (with a copy of such demand to the Agent), pay to the
Agent for the account of such Lender additional amounts sufficient to compensate
such Lender for such increased cost; provided, however, that before making any
such demand, each Lender agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a different
Applicable Lending Office if the making of such a designation would avoid the
need for, or reduce the amount of, such increased cost and would not, in the
reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.
A certificate as to the amount of such increased cost, submitted to the Borrower
and the Agent by such Lender, shall be conclusive and binding for all purposes,
absent manifest error.

            (b) If any Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or would
affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and that the amount of such
capital is increased by or based upon the existence of such Lender's commitment
to lend hereunder and other commitments of such type, then, upon demand by such
Lender (with a copy of such demand to the Agent), the Borrower shall pay to the
Agent for the account of such Lender, from time to time as specified by such
Lender, additional amounts sufficient to compensate such Lender or such
corporation in the light of such circumstances, to the extent that such Lender
reasonably determines such increase in capital to be allocable to the existence
of such Lender's commitment to lend hereunder. A certificate as to such amounts
submitted to the Borrower and the Agent by such Lender shall be conclusive and
binding for all purposes, absent manifest error.

            (c) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section 2.11 shall not constitute a waiver of such
Lender's right to demand such compensation; provided that the Borrower shall not
be required to compensate such Lender pursuant to this Section for any increased
costs or reductions incurred more than 180 days prior to the date that such
Lender notifies the Borrower of the event giving rise to such increased costs or
reductions and of such Lender's intention to claim compensation therefor;
provided, further that, if the event giving rise to such increased costs or
reductions is retroactive, then the 180 day period referred to above shall be
extended to include the period of retroactive effect thereof.

            SECTION 2.12. Illegality. Notwithstanding any other provision of
this Agreement, if any Lender shall notify the Agent that the introduction of or
any change in or in the interpretation of any law or regulation makes it
unlawful, or any central bank or other governmental authority asserts that it is
unlawful, for any Lender or its Eurodollar Lending Office to perform its
obligations hereunder to make Eurodollar Rate Advances or LIBO Rate Advances or
to fund or maintain Eurodollar Rate Advances or LIBO Rate Advances hereunder,
(a) each Eurodollar Rate Advance or LIBO Rate Advance, as the case may be, will
automatically, at the end of the applicable Interest Period then in effect if
permitted and otherwise upon such demand, Convert into a Base Rate Advance or an
Advance that bears interest at the rate set forth in Section 2.07(a)(i), as the
case may be, and (b) the obligation of the Lenders to make Eurodollar Rate
Advances or LIBO Rate Advances or to Convert Revolving Credit Advances into
Eurodollar Rate Advances shall be suspended until the Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no
longer exist; provided, however, that before making any such demand,

                                       18

<PAGE>

each Lender agrees to use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions) to designate a different
Eurocurrency Lending Office if the making of such a designation would allow such
Lender or its Eurocurrency Lending Office to continue to perform its obligations
to make Eurocurrency Rate Advances or to continue to fund or maintain
Eurocurrency Rate Advances and would not, in the judgment of such Lender, be
otherwise disadvantageous to such Lender.

            SECTION 2.13. Payments and Computations. (a) The Borrower shall make
each payment hereunder, irrespective of any right of counterclaim or set-off,
not later than 11:00 A.M. (New York City time) on the day when due in U.S.
dollars to the Agent at the Agent's Account in same day funds. The Agent will
promptly thereafter cause to be distributed like funds relating to the payment
of principal or interest or facility fees ratably (other than amounts payable
pursuant to Section 2.03, 2.11, 2.14 or 8.04(c)) to the Lenders for the account
of their respective Applicable Lending Offices, and like funds relating to the
payment of any other amount payable to any Lender to such Lender for the account
of its Applicable Lending Office, in each case to be applied in accordance with
the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance
and recording of the information contained therein in the Register pursuant to
Section 8.07(c), from and after the effective date specified in such Assignment
and Acceptance, the Agent shall make all payments hereunder and under the Notes
in respect of the interest assigned thereby to the Lender assignee thereunder,
and the parties to such Assignment and Acceptance shall make all appropriate
adjustments in such payments for periods prior to such effective date directly
between themselves.

            (b) All computations of interest based on the Base Rate shall be
made by the Agent on the basis of a year of 365 or 366 days, as the case may be,
and all computations of interest based on the Eurodollar Rate, the LIBO Rate or
the Federal Funds Rate or in respect of Fixed Rate Advances and of facility fees
shall be made by the Agent on the basis of a year of 360 days, in each case for
the actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest or facility fees are payable.
Each determination by the Agent of an interest rate hereunder shall be
conclusive and binding for all purposes, absent manifest error.

            (c) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest or facility fee, as
the case may be; provided, however, that, if such extension would cause payment
of interest on or principal of Eurodollar Rate Advances or LIBO Rate Advances to
be made in the next following calendar month, such payment shall be made on the
next preceding Business Day.

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

            SECTION 2.14. Taxes. (a) Any and all payments by the Borrower to or
for the account of any Lender or the Agent hereunder or under the Notes or any
other documents to be delivered hereunder shall be made, in accordance with
Section 2.13 or the applicable provisions of such other documents, free and
clear of and without deduction for any and all present or future withholding
taxes, including levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of each Lender and the
Agent, taxes imposed on its overall net income, and franchise taxes imposed on
it in lieu of net income taxes, by the jurisdiction under the laws of which such
Lender or the Agent (as the case may be) is organized or any political
subdivision thereof and, in the case of each Lender, taxes imposed on its
overall net income, and franchise taxes imposed on it in lieu of net income
taxes, by the jurisdiction of such Lender's Applicable Lending Office or any
political subdivision thereof (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities in respect of payments
hereunder or under the Notes being hereinafter referred to as "Taxes"). If the
Borrower shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder or under any Note or any other

                                       19

<PAGE>

documents to be delivered hereunder to any Lender or the Agent, (i) the sum
payable shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 2.14) such Lender or the Agent (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the Borrower shall pay
the full amount deducted to the relevant taxation authority or other authority
in accordance with applicable law.

            (b) In addition, the Borrower shall pay any present or future stamp
or documentary taxes or any other excise or property taxes, charges or similar
levies that arise from any payment made hereunder or under the Notes or any
other documents to be delivered hereunder or from the execution, delivery or
registration of, performing under, or otherwise with respect to, this Agreement
or the Notes or any other documents to be delivered hereunder, but excluding all
other United States federal taxes other than withholding taxes (hereinafter
referred to as "Other Taxes").

            (c) The Borrower shall indemnify each Lender and the Agent for and
hold it harmless against the full amount of Taxes or Other Taxes (including,
without limitation, taxes of any kind imposed or asserted by any jurisdiction on
amounts payable under this Section 2.14) imposed on or paid by such Lender or
the Agent (as the case may be) and any liability (including penalties, interest
and expenses) arising therefrom or with respect thereto. This indemnification
shall be made within 30 days from the date such Lender or the Agent (as the case
may be) makes written demand therefor.

            (d) Within 30 days after the date of any payment of Taxes, the
Borrower shall furnish to the Agent, at its address referred to in Section 8.02,
the original or a certified copy of a receipt evidencing such payment to the
extent such a receipt is issued therefor, or other written proof of payment
thereof that is reasonably satisfactory to the Agent. In the case of any payment
hereunder or under the Notes or any other documents to be delivered hereunder by
or on behalf of the Borrower through an account or branch outside the United
States or by or on behalf of the Borrower by a payor that is not a United States
person, if the Borrower determines that no Taxes are payable in respect thereof,
the Borrower shall furnish, or shall cause such payor to furnish, to the Agent,
at such address, an opinion of counsel acceptable to the Agent stating that such
payment is exempt from Taxes. For purposes of this subsection (d) and subsection
(e), the terms "United States" and "United States person" shall have the
meanings specified in Section 7701 of the Internal Revenue Code.

            (e) Each Lender organized under the laws of a jurisdiction outside
the United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Initial Lender and on the date of the Assumption
Agreement or the Assignment and Acceptance pursuant to which it becomes a Lender
in the case of each other Lender, and from time to time thereafter as reasonably
requested in writing by the Borrower (but only so long as such Lender remains
lawfully able to do so), shall provide each of the Agent and the Borrower with
two original Internal Revenue Service forms W-8BEN or W-8ECI, as appropriate, or
any successor or other form prescribed by the Internal Revenue Service,
certifying that such Lender is exempt from or entitled to a reduced rate of
United States withholding tax on payments pursuant to this Agreement or the
Notes. If the form provided by a Lender at the time such Lender first becomes a
party to this Agreement indicates a United States interest withholding tax rate
in excess of zero, withholding tax at such rate shall be considered excluded
from Taxes unless and until such Lender provides the appropriate forms
certifying that a lesser rate applies, whereupon withholding tax at such lesser
rate only shall be considered excluded from Taxes for periods governed by such
form; provided, however, that, if at the date of the Assignment and Acceptance
pursuant to which a Lender assignee becomes a party to this Agreement, the
Lender assignor was entitled to payments under subsection (a) in respect of
United States withholding tax with respect to interest paid at such date, then,
to such extent, the term Taxes shall include (in addition to withholding taxes
that may be imposed in the future or other amounts otherwise includable in
Taxes) United States withholding tax, if any, applicable with respect to the
Lender assignee on such date. If any form or document referred to in this
subsection (e) requires the disclosure of information, other than information
necessary to compute the tax payable and information required on the date hereof
by Internal Revenue Service form W-8BEN or W-8ECI, that the Lender reasonably
considers to be confidential, the Lender shall give notice thereof to the
Borrower and shall not be obligated to include in such form or document such
confidential information.

                  (f) For any period with respect to which a Lender has failed
to provide the Borrower with the appropriate form, certificate or other document
described in Section 2.14(e) (other than if such failure is due to a

                                       20

<PAGE>

change in law, or in the interpretation or application thereof, occurring
subsequent to the date on which a form, certificate or other document originally
was required to be provided, or if such form, certificate or other document
otherwise is not required under subsection (e) above), such Lender shall not be
entitled to indemnification under Section 2.14(a) or (c) with respect to Taxes
imposed by the United States by reason of such failure; provided, however, that
should a Lender become subject to Taxes because of its failure to deliver a
form, certificate or other document required hereunder, the Borrower shall take
such steps as the Lender shall reasonably request to assist the Lender to
recover such Taxes.

            SECTION 2.15. Sharing of Payments, Etc. If any Lender shall obtain
any payment (whether voluntary, involuntary, through the exercise of any right
of set-off, or otherwise) on account of the Revolving Credit Advances owing to
it (other than pursuant to Section 2.11, 2.14 or 8.04(c)) in excess of its
ratable share of payments on account of the Revolving Credit Advances obtained
by all the Lenders, such Lender shall forthwith purchase from the other Lenders
such participations in the Revolving Credit Advances owing to them as shall be
necessary to cause such purchasing Lender to share the excess payment ratably
with each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Lender, such purchase from
each Lender shall be rescinded and such Lender shall repay to the purchasing
Lender the purchase price to the extent of such recovery together with an amount
equal to such Lender's ratable share (according to the proportion of (i) the
amount of such Lender's required repayment to (ii) the total amount so recovered
from the purchasing Lender) of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered. The Borrower
agrees that any Lender so purchasing a participation from another Lender
pursuant to this Section 2.15 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off) with respect
to such participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation.

            SECTION 2.16. Evidence of Debt. (a) Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Revolving Credit
Advance owing to such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder in respect of Revolving Credit Advances. The Borrower agrees that upon
notice by any Lender to the Borrower (with a copy of such notice to the Agent)
to the effect that a Revolving Credit Note is required or appropriate in order
for such Lender to evidence (whether for purposes of pledge, enforcement or
otherwise) the Revolving Credit Advances owing to, or to be made by, such
Lender, the Borrower shall promptly execute and deliver to such Lender a
Revolving Credit Note payable to the order of such Lender in a principal amount
up to the Revolving Credit Commitment of such Lender.

            (b) The Register maintained by the Agent pursuant to Section 8.07(d)
shall include a control account, and a subsidiary account for each Lender, in
which accounts (taken together) shall be recorded (i) the date and amount of
each Borrowing made hereunder, the Type of Advances comprising such Borrowing
and, if appropriate, the Interest Period applicable thereto, (ii) the terms of
each Assignment and Acceptance delivered to and accepted by it, (iii) the amount
of any principal or interest due and payable or to become due and payable from
the Borrower to each Lender hereunder and (iv) the amount of any sum received by
the Agent from the Borrower hereunder and each Lender's share thereof.

            (c) Entries made in good faith by the Agent in the Register pursuant
to subsection (b) above, and by each Lender in its account or accounts pursuant
to subsection (a) above, shall be prima facie evidence of the amount of
principal and interest due and payable or to become due and payable from the
Borrower to, in the case of the Register, each Lender and, in the case of such
account or accounts, such Lender, under this Agreement, absent manifest error;
provided, however, that the failure of the Agent or such Lender to make an
entry, or any finding that an entry is incorrect, in the Register or such
account or accounts shall not limit or otherwise affect the obligations of the
Borrower under this Agreement.

            SECTION 2.17. Use of Proceeds. The proceeds of the Advances shall be
available (and the Borrower agrees that it shall use such proceeds) solely for
general corporate purposes of the Borrower and its Subsidiaries.

                                   ARTICLE III

                                       21

<PAGE>

                     CONDITIONS TO EFFECTIVENESS AND LENDING

            SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01
and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and
as of the first date (the "Effective Date") on which the following conditions
precedent have been satisfied:

            (a) There shall have occurred no Material Adverse Change since
      December 31, 2003, except as disclosed in the Interim Financial
      Statements.

            (b) There shall exist no action, suit, investigation, litigation or
      proceeding affecting the Borrower or any of its Subsidiaries pending or
      threatened before any court, governmental agency or arbitrator that (i)
      could be reasonably expected to have a Material Adverse Effect or (ii)
      purports to affect the legality, validity or enforceability of this
      Agreement or any Note or the consummation of the transactions contemplated
      hereby.

            (c) Nothing shall have come to the attention of the Lenders during
      the course of their due diligence investigation to lead them to believe
      that the Information Memorandum was or has become misleading, incorrect or
      incomplete in any material respect; without limiting the generality of the
      foregoing, the Lenders shall have been given such access to the
      management, records, books of account, contracts and properties of the
      Borrower and its Subsidiaries as they shall have requested.

            (d) All governmental and third party consents and approvals
      necessary in connection with the transactions contemplated hereby shall
      have been obtained (without the imposition of any conditions that are not
      acceptable to the Lenders) and shall remain in effect, and no law or
      regulation shall be applicable in the reasonable judgment of the Lenders
      that restrains, prevents or imposes materially adverse conditions upon the
      transactions contemplated hereby.

            (e) The Borrower shall have notified the Agent, who will promptly
      notify each Lender, in writing as to the proposed Effective Date.

            (f) The Borrower shall have paid all accrued fees and expenses of
      the Agent and the Lenders (including the accrued fees and expenses of
      counsel to the Agent).

            (g) On the Effective Date, the following statements shall be true
      and the Agent shall have received for the account of each Lender a
      certificate signed by a duly authorized officer of the Borrower, dated the
      Effective Date, stating that:

                  (i) The representations and warranties contained in Section
            4.01 are correct on and as of the Effective Date,

                  (ii) No event has occurred and is continuing that constitutes
            a Default, and

                  (iii) The Borrower has terminated the commitments of the
            lenders and repaid or prepaid in full all amounts outstanding under
            the 364-Day Revolving Credit Agreement dated as of March 12, 2004
            among the Borrower, the lenders parties thereto and Citibank, N.A.,
            as agent.

                  By execution of this Agreement, each of the Lenders that is a
            lender under the credit agreement referred to in clause (iii) above
            hereby waives the requirement set forth in Section 2.05 of such
            credit agreement of three business days' prior notice to the
            termination of their commitments thereunder.

            (h) The Agent shall have received on or before the Effective Date
      the following, each dated such day, in form and substance satisfactory to
      the Agent and (except for the Revolving Credit Notes) in sufficient copies
      for each Lender:

                                       22

<PAGE>

                  (i) The Revolving Credit Notes to the order of the Lenders to
            the extent requested by any Lender pursuant to Section 2.16.

                  (ii) Certified copies of the resolutions of the Board of
            Directors of the Borrower approving the Loan Documents, and of all
            documents evidencing other necessary corporate action and
            governmental approvals, if any, with respect to the Loan Documents.

                  (iii) A certificate of the Secretary or an Assistant Secretary
            of the Borrower certifying the names and true signatures of the
            officers of the Borrower authorized to sign the Loan Documents and
            the other documents to be delivered hereunder.

                  (iv) A favorable opinion of each of Jane G. Davis, Vice
            President, Secretary and General Counsel of the Borrower, and Miles
            & Stockbridge P.C., counsel for the Borrower, substantially in the
            form of Exhibit D-1 and Exhibit D-2 hereto, respectively, and as to
            such other matters as any Lender through the Agent may reasonably
            request.

                  (v) A favorable opinion of Shearman & Sterling LLP, counsel
            for the Agent, in form and substance satisfactory to the Agent.

            SECTION 3.02. Conditions Precedent to Each Revolving Credit
Borrowing and the Term Loan Conversion Date. The obligation of each Lender to
make a Revolving Credit Advance on the occasion of each Revolving Credit
Borrowing and the effectiveness of the Term Loan Election pursuant to Section
2.06 shall be subject to the conditions precedent that the Effective Date shall
have occurred and on the date of such Revolving Credit Borrowing or on the Term
Loan Conversion Date, as the case may be, (a) the following statements shall be
true (and each of the giving of the applicable Notice of Revolving Credit
Borrowing, notice of Term Loan Election and the acceptance by the Borrower of
the proceeds of such Revolving Credit Borrowing shall constitute a
representation and warranty by the Borrower that on the date of such Borrowing
or the Term Loan Conversion Date such statements are true):

            (i) the representations and warranties contained in Section 4.01
      (except, in the case of Revolving Credit Borrowings, the representations
      set forth in the last sentence of subsection (e) thereof and in subsection
      (f)(i) thereof) are correct on and as of such date, before and after
      giving effect to such Revolving Credit Borrowing and to the application of
      the proceeds therefrom or to the Term Loan Election, as the case may be,
      as though made on and as of such date, and

            (ii) no event has occurred and is continuing, or would result from
      such Revolving Credit Borrowing or from the application of the proceeds
      therefrom or from the effectiveness of the Term Loan Election, that
      constitutes a Default;

and (b) the Agent shall have received such other approvals, opinions or
documents as any Lender through the Agent may reasonably request.

            SECTION 3.03. Conditions Precedent to Each Competitive Bid
Borrowing. The obligation of each Lender that is to make a Competitive Bid
Advance on the occasion of a Competitive Bid Borrowing to make such Competitive
Bid Advance as part of such Competitive Bid Borrowing is subject to the
conditions precedent that (i) the Agent shall have received the written
confirmatory Notice of Competitive Bid Borrowing with respect thereto, (ii) on
or before the date of such Competitive Bid Borrowing, but prior to such
Competitive Bid Borrowing, the Agent shall have received a Competitive Bid Note
payable to the order of such Lender for each of the one or more Competitive Bid
Advances to be made by such Lender as part of such Competitive Bid Borrowing, in
a principal amount equal to the principal amount of the Competitive Bid Advance
to be evidenced thereby and otherwise on such terms as were agreed to for such
Competitive Bid Advance in accordance with Section 2.03, and (iii) on the date
of such Competitive Bid Borrowing the following statements shall be true (and
each of the giving of the applicable Notice of Competitive Bid Borrowing and the
acceptance by the Borrower of the proceeds of such Competitive Bid Borrowing
shall constitute a representation and warranty by the Borrower that on the date
of such Competitive Bid Borrowing such statements are true):

                                       23

<PAGE>

            (a) the representations and warranties contained in Section 4.01
      (except the representations set forth in the last sentence of subsection
      (e) thereof and in subsection (f)(i) thereof) are correct on and as of the
      date of such Competitive Bid Borrowing, before and after giving effect to
      such Competitive Bid Borrowing and to the application of the proceeds
      therefrom, as though made on and as of such date,

            (b) no event has occurred and is continuing, or would result from
      such Competitive Bid Borrowing or from the application of the proceeds
      therefrom, that constitutes a Default, and

            (c) no event has occurred and no circumstance exists as a result of
      which the information concerning the Borrower that has been provided to
      the Agent and each Lender by the Borrower in connection herewith would
      include an untrue statement of a material fact or omit to state any
      material fact or any fact necessary to make the statements contained
      therein, in the light of the circumstances under which they were made, not
      misleading.

            SECTION 3.04. Determinations Under Section 3.01. For purposes of
determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Agent responsible for the transactions contemplated by this Agreement
shall have received notice from such Lender prior to the date that the Borrower,
by notice to the Lenders, designates as the proposed Effective Date, specifying
its objection thereto. The Agent shall promptly notify the Lenders of the
occurrence of the Effective Date.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

            SECTION 4.01. Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:

            (a) The Borrower is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Delaware.

            (b) The execution, delivery and performance by the Borrower of the
      Loan Documents and the consummation of the transactions contemplated
      hereby, are within the Borrower's corporate powers, have been duly
      authorized by all necessary corporate action, and do not contravene (i)
      the Borrower's charter or by-laws or (ii) law or any contractual
      restriction binding on or affecting the Borrower.

            (c) No authorization or approval or other action by, and no notice
      to or filing with, any governmental authority or regulatory body or any
      other third party is required for the due execution, delivery and
      performance by the Borrower of the Loan Documents.

            (d) This Agreement has been, and each of the other Loan Documents
      when delivered hereunder will have been, duly executed and delivered by
      the Borrower. This Agreement is, and each of the other Loan Documents when
      delivered hereunder will be, the legal, valid and binding obligation of
      the Borrower enforceable against the Borrower in accordance with their
      respective 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).

            (e) The Consolidated balance sheet of the Borrower and its
      Subsidiaries as at December 31, 2003, and the related Consolidated
      statements of income and cash flows of the Borrower and its Subsidiaries
      for the fiscal year then ended, accompanied by an opinion of KPMG LLP,
      independent public accountants, and the Consolidated balance sheet of the
      Borrower and its Subsidiaries as at September 30, 2004, and the related
      Consolidated statements of income and cash flows (together with said
      balance sheet,

                                       24

<PAGE>

      the "Interim Financial Statements") of the Borrower and its Subsidiaries
      for the nine months then ended, duly certified by the chief financial
      officer of the Borrower, copies of which have been furnished to each
      Lender, fairly present, subject, in the case of said balance sheet as at
      September 30, 2004, and said statements of income and cash flows for the
      nine months then ended, to year-end audit adjustments, the Consolidated
      financial condition of the Borrower and its Subsidiaries as at such dates
      and the Consolidated results of the operations of the Borrower and its
      Subsidiaries for the periods ended on such dates, all in accordance with
      generally accepted accounting principles consistently applied. Since
      December 31, 2003, there has been no Material Adverse Change, except as
      disclosed in the Interim Financial Statements.

            (f) There is no pending or, to the knowledge of the Borrower,
      threatened action, suit, investigation, litigation or proceeding,
      including, without limitation, any Environmental Action, affecting the
      Borrower or any of its Subsidiaries before any court, governmental agency
      or arbitrator that (i) could be reasonably expected to have a Material
      Adverse Effect or (ii) purports to affect the legality, validity or
      enforceability of this Agreement or any Note or the consummation of the
      transactions contemplated hereby.

            (g) The Borrower is not engaged in the business of extending credit
      for the purpose of purchasing or carrying margin stock (within the meaning
      of Regulation U issued by the Board of Governors of the Federal Reserve
      System), and no proceeds of any Advance will be used to purchase or carry
      any margin stock or to extend credit to others for the purpose of
      purchasing or carrying any margin stock.

            (h) The Borrower 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.

                                    ARTICLE V
                            COVENANTS OF THE BORROWER

            SECTION 5.01. Affirmative Covenants. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, the Borrower
will:

            (a) Compliance with Laws, Etc. Comply, and cause each of its
      Subsidiaries to comply, in all material respects, with all applicable
      laws, rules, regulations and orders, such compliance to include, without
      limitation, compliance with ERISA and Environmental Laws.

            (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its
      Subsidiaries to pay and discharge, before the same shall become
      delinquent, (i) all taxes, assessments and governmental charges or levies
      imposed upon it or upon its property and (ii) all lawful claims that, if
      unpaid, might by law become a Lien upon its property; provided, however,
      that neither the Borrower nor any of its Subsidiaries shall be required to
      pay or discharge any such tax, assessment, charge or claim that (i) does
      not singly or in the aggregate exceed $25,000,000 or (ii) is being
      contested in good faith and by proper proceedings and as to which
      appropriate reserves are being maintained, unless and until any Lien
      resulting therefrom attaches to its property and becomes enforceable
      against its other creditors.

            (c) Maintenance of Insurance. Maintain, and cause each of its
      Subsidiaries to maintain, insurance with responsible and reputable
      insurance companies or associations in such amounts and covering such
      risks as is usually carried by companies engaged in similar businesses and
      owning similar properties in the same general areas in which the Borrower
      or such Subsidiary operates.

            (d) Preservation of Corporate Existence, Etc. Preserve and maintain,
      and cause each of its Subsidiaries to preserve and maintain, its corporate
      existence, rights (charter and statutory) and franchises; provided,
      however, that (i) the Borrower and its Subsidiaries may consummate any
      transaction permitted under Section 5.02(b), (ii) any Subsidiary the
      aggregate book value of the assets of which is less than $65,000,000 will
      not be subject to this Section 5.01(d) and (iii) neither the Borrower nor
      any of its Subsidiaries shall be required to preserve any right or
      franchise or, in the case of any immaterial

                                       25

<PAGE>

      Subsidiary, its existence, if the Borrower or such Subsidiary shall
      determine that the preservation thereof is no longer desirable in the
      conduct of the business of the Borrower or such Subsidiary, as the case
      may be, and that the loss thereof is not disadvantageous in any material
      respect to the Borrower, such Subsidiary or the Lenders.

            (e) Visitation Rights. At any reasonable time and from time to time
      upon reasonable notice, permit the Agent or any of the Lenders or any
      agents or representatives thereof, to examine and make copies of and
      abstracts from the records and books of account of, and visit the
      properties of, the Borrower and any of its Subsidiaries, and to discuss
      the affairs, finances and accounts of the Borrower and any of its
      Subsidiaries with any of their officers or directors and with their
      independent certified public accountants.

            (f) Keeping of Books. Keep, and cause each of its Subsidiaries to
      keep, proper books of record and account, in which full and correct
      entries shall be made of all financial transactions and the assets and
      business of the Borrower and each such Subsidiary in accordance with
      generally accepted accounting principles in effect from time to time.

            (g) Maintenance of Properties, Etc. Maintain and preserve, and cause
      each of its Subsidiaries to maintain and preserve, all of its material
      properties that are used or useful in the conduct of its business in good
      working order and condition, ordinary wear and tear excepted.

            (h) Transactions with Affiliates. Conduct, and cause each of its
      Subsidiaries to conduct, all transactions otherwise permitted under this
      Agreement with any of their Affiliates (other than the Borrower and its
      Subsidiaries) on terms that are fair and reasonable and no less favorable
      to the Borrower or such Subsidiary than it would obtain in a comparable
      arm's-length transaction with a Person not an Affiliate, except for
      transactions with joint ventures in which the Borrower owns, directly or
      indirectly, an interest of at least 20%, which could not, singly or in the
      aggregate, reasonably be expected to have a Material Adverse Effect.

            (i) Reporting Requirements. Furnish to the Lenders:

                  (i) as soon as available and in any event within 45 days after
            the end of each of the first three quarters of each fiscal year of
            the Borrower, the Consolidated balance sheet of the Borrower and its
            Subsidiaries as of the end of such quarter and Consolidated
            statements of income and cash flows of the Borrower and its
            Subsidiaries for the period commencing at the end of the previous
            fiscal year and ending with the end of such quarter, duly certified
            (subject to year-end audit adjustments) by the chief financial
            officer or treasurer of the Borrower as having been prepared in
            accordance with generally accepted accounting principles and
            certificates of the chief financial officer or treasurer of the
            Borrower as to compliance with the terms of this Agreement and
            setting forth in reasonable detail the calculations necessary to
            demonstrate compliance with Section 5.03, provided that in the event
            of any change in generally accepted accounting principles used in
            the preparation of such financial statements, the Borrower shall
            also provide, if necessary for the determination of compliance with
            Section 5.03, a statement of reconciliation conforming such
            financial statements to GAAP;

                  (ii) as soon as available and in any event within 90 days
            after the end of each fiscal year of the Borrower, a copy of the
            annual audit report for such year for the Borrower and its
            Subsidiaries, containing the Consolidated balance sheet of the
            Borrower and its Subsidiaries as of the end of such fiscal year and
            Consolidated statements of income and cash flows of the Borrower and
            its Subsidiaries for such fiscal year, in each case accompanied by
            an opinion without a "going concern" or like qualification or
            exception, or qualification arising out of the scope of the audit,
            acceptable to the Required Lenders by KPMG LLP or other independent
            public accountants of nationally recognized standing and
            certificates of the chief financial officer or treasurer of the
            Borrower as to compliance with the terms of this Agreement and
            setting forth in reasonable detail the calculations necessary to
            demonstrate compliance with Section 5.03, provided that in the event


                                       26

<PAGE>

            of any change in generally accepted accounting principles used in
            the preparation of such financial statements, the Borrower shall
            also provide, if necessary for the determination of compliance with
            Section 5.03, a statement of reconciliation conforming such
            financial statements to GAAP;

                  (iii) as soon as possible and in any event within five days
            after the occurrence of each Default continuing on the date of such
            statement, a statement of the chief financial officer or treasurer
            of the Borrower setting forth details of such Default and the action
            that the Borrower has taken and proposes to take with respect
            thereto;

                  (iv) promptly after the sending or filing thereof, copies of
            all reports that the Borrower sends to any of its securityholders,
            and copies of all reports and registration statements that the
            Borrower or any Subsidiary files with the Securities and Exchange
            Commission;

                  (v) promptly after the commencement (or, if later, promptly
            after the Borrower becomes aware) thereof, notice of all actions and
            proceedings before any court, governmental agency or arbitrator
            affecting the Borrower or any of its Subsidiaries of the type
            described in Section 4.01(f);

                  (vi) promptly after the Borrower becomes aware thereof, notice
            of a development or event which could reasonably be expected to have
            a Material Adverse Effect; and

                  (vii) such other information respecting the Borrower or any of
            its Subsidiaries as any Lender through the Agent may from time to
            time reasonably request.

            (j) Change in Nature of Business. Continue, and cause its
      Subsidiaries to continue, to engage in business of the same general type
      as conducted by it and its Subsidiaries, taken as a whole, on the date
      hereof.

            SECTION 5.02. Negative Covenants. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, the Borrower
will not:

            (a) Liens, Etc. Create or suffer to exist, or permit any of its
      Subsidiaries to create or suffer to exist, any Lien on or with respect to
      any of its properties, whether now owned or hereafter acquired, or assign,
      or permit any of its Subsidiaries to assign, any right to receive income,
      other than:

                  (i) Permitted Liens and Liens on assets of Subsidiaries of the
            Borrower for the benefit of other Subsidiaries of the Borrower or
            for the benefit of the Borrower,

                  (ii) purchase money Liens upon or in any assets acquired or
            held by the Borrower or any Subsidiary in the ordinary course of
            business to secure the purchase price of such assets or to secure
            Debt incurred solely for the purpose of financing the acquisition of
            such assets, or Liens existing on such assets at the time of or
            substantially contemporaneously with its acquisition (other than any
            such Liens created in contemplation of such acquisition that were
            not incurred to finance the acquisition of such assets) or
            extensions, renewals or replacements of any of the foregoing for the
            same or a lesser amount, provided, however, that no such Lien shall
            extend to or cover any properties of any character other than the
            assets being acquired, and no such extension, renewal or replacement
            shall extend to or cover any properties not theretofore subject to
            the Lien being extended, renewed or replaced.

                  (iii) the Liens existing on the Effective Date and described
            on Schedule 5.02(a) hereto,

                  (iv) Liens on property of a Person existing at the time such
            Person is merged into or consolidated with the Borrower or any
            Subsidiary of the Borrower or becomes a Subsidiary of the

                                       27

<PAGE>

            Borrower; provided that such Liens were not created in contemplation
            of such merger, consolidation or acquisition and do not extend to
            any assets other than those of the Person so merged into or
            consolidated with the Borrower or such Subsidiary or acquired by the
            Borrower or such Subsidiary,

                  (v) the replacement, extension or renewal of any Lien
            permitted by clause (iii) or (iv) above upon or in the same property
            theretofore subject thereto or the replacement, extension or renewal
            (without increase in the amount or change in any direct or
            contingent obligor) of the Debt secured thereby,

                  (vi) Liens on any capital stock which is not Voting Stock, and
            on not more than 20% of the Voting Stock, of any Foreign Subsidiary
            securing Debt of the Borrower or any Foreign Subsidiary in an
            aggregate amount at any time outstanding for the Borrower and all
            Foreign Subsidiaries not to exceed 25% of Net Worth; and

                  (vii) Liens not otherwise permitted by this Section 5.02(a)
            securing obligations in an aggregate amount not to exceed 10% of Net
            Worth.

            (b) Mergers, Etc. Merge or consolidate with or into, or convey,
      transfer, lease or otherwise dispose of (whether in one transaction or in
      a series of transactions) all or substantially all of its assets (whether
      now owned or hereafter acquired) to, any Person, or permit any of its
      Subsidiaries to do so, except that (i) any Subsidiary of the Borrower may
      merge or consolidate with or into, or dispose of assets to, any other
      Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower may merge
      into or dispose of assets to the Borrower and (iii) any Subsidiary of the
      Borrower may sell, lease, transfer or otherwise dispose of any or all of
      its assets in connection with an investment in a joint venture engaged in
      a business of the same general type as that engaged in by the Borrower and
      its Subsidiaries, provided, in each case, that no Default shall have
      occurred and be continuing at the time of such proposed transaction or
      would result therefrom and provided, further, that any Subsidiary of the
      Borrower the then aggregate book value of the assets of which is less than
      $65,000,000 shall not be subject to this Section 5.02(b).

            (c) Accounting Changes. Make or permit, or permit any of its
      Subsidiaries to make or permit, any change in accounting policies or
      reporting practices, except as required or permitted by generally accepted
      accounting principles.

            SECTION 5.03. Financial Covenants. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, the Borrower
will:

            (a) Interest Coverage Ratio. Maintain a ratio of Consolidated EBITDA
      of the Borrower and its Subsidiaries for the period of four fiscal
      quarters most recently ended to Consolidated interest expense of the
      Borrower and its Subsidiaries for that period as reported on the
      Consolidated statements of income (or comparable statement) of not less
      than 3.50 : 1.00

            (b) Covenant Debt to Capital. Maintain a ratio of Consolidated
      Covenant Debt to the sum of Consolidated Covenant Debt plus Net Worth of
      not greater than 0.50 : 1.00, measured as of the end of each fiscal
      quarter.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

            SECTION 6.01. Events of Default. If any of the following events
("Events of Default") shall occur and be continuing:

                                       28

<PAGE>

            (a) The Borrower shall fail to pay any principal of any Advance when
      the same becomes due and payable; or the Borrower shall fail to pay any
      interest on any Advance or make any other payment of fees or other amounts
      payable under this Agreement or any Note within five Business Days after
      the same becomes due and payable; or

            (b) Any representation or warranty made by the Borrower herein or by
      the Borrower (or any of its officers) in connection with this Agreement
      shall prove to have been incorrect in any material respect when made; or

            (c) (i) The Borrower shall fail to perform or observe any term,
      covenant or agreement contained in Section 5.01(d), (e), (h) or (i), 5.02
      or 5.03, or (ii) the Borrower shall fail to perform or observe any other
      term, covenant or agreement contained in this Agreement on its part to be
      performed or observed if such failure shall remain unremedied for 30 days
      after written notice thereof shall have been given to the Borrower by the
      Agent or any Lender; or

            (d) The Borrower or any of its Subsidiaries shall fail to pay any
      principal of or premium or interest on any Debt that is outstanding in a
      principal or notional amount of at least $25,000,000 in the aggregate (but
      excluding Debt outstanding hereunder) of the Borrower or such Subsidiary
      (as the case may be), when the same becomes due and payable (whether by
      scheduled maturity, required prepayment, acceleration, demand or
      otherwise), and such failure shall continue after the applicable grace
      period, if any, specified in the agreement or instrument relating to such
      Debt; or any other event shall occur or condition shall exist under any
      agreement or instrument relating to any such Debt and shall continue after
      the applicable grace period, if any, specified in such agreement or
      instrument, if the effect of such event or condition is to accelerate, or
      to permit the acceleration of, the maturity of such Debt; or any such Debt
      shall be declared to be due and payable, or required to be prepaid or
      redeemed (other than by a regularly scheduled required prepayment or
      redemption), purchased or defeased, or an offer to prepay, redeem,
      purchase or defease such Debt shall be required to be made, in each case
      prior to the stated maturity thereof; or

            (e) The Borrower or any of its Subsidiaries shall generally not pay
      its debts as such debts become due, or shall admit in writing its
      inability to pay its debts generally, or shall make a general assignment
      for the benefit of creditors; or any proceeding shall be instituted by or
      against the Borrower or any of its Subsidiaries seeking to adjudicate it a
      bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
      arrangement, adjustment, protection, relief, or composition of it or its
      debts under any law relating to bankruptcy, insolvency or reorganization
      or relief of debtors, or seeking the entry of an order for relief or the
      appointment of a receiver, trustee, custodian or other similar official
      for it or for any substantial part of its property and, in the case of any
      such proceeding instituted against it (but not instituted by it), either
      such proceeding shall remain undismissed or unstayed for a period of 30
      days, or any of the actions sought in such proceeding (including, without
      limitation, the entry of an order for relief against, or the appointment
      of a receiver, trustee, custodian or other similar official for, it or for
      any substantial part of its property) shall occur; or the Borrower or any
      of its Subsidiaries shall take any corporate action to authorize any of
      the actions set forth above in this subsection (e); or

            (f) Judgments or orders for the payment of money in excess of
      $25,000,000 in the aggregate shall be rendered against the Borrower or any
      of its Subsidiaries and either (i) enforcement proceedings shall have been
      commenced by any creditor upon such judgment or order or (ii) there shall
      be any period of 10 consecutive days during which a stay of enforcement of
      such judgment or order, by reason of a pending appeal or otherwise, shall
      not be in effect; or

            (g) (i) Any Person or two or more Persons acting in concert shall
      have acquired beneficial ownership (within the meaning of Rule 13d-3 of
      the Securities and Exchange Commission under the Securities Exchange Act
      of 1934), directly or indirectly, of Voting Stock of the Borrower (or
      other securities convertible into such Voting Stock) representing 30% or
      more of the combined voting power of all Voting Stock of the Borrower; or
      (ii) during any period of up to 24 consecutive months, commencing

                                       29

<PAGE>

      before or after the date of this Agreement, individuals who at the
      beginning of such 24-month period were directors of the Borrower shall
      cease for any reason to constitute a majority of the board of directors of
      the Borrower (except to the extent that individuals who at the beginning
      of such 24-month period were replaced by individuals (x) elected by a
      majority of the remaining members of the board of directors of the
      Borrower or (y) nominated for election by a majority of the remaining
      members of the board of directors of the Borrower and thereafter elected
      as directors by the shareholders of the Borrower) or

            (i) The Borrower or any of its ERISA Affiliates shall incur, or, in
      the reasonable opinion of the Required Lenders, shall be reasonably likely
      to incur liability in excess of $25,000,000 in the aggregate as a result
      of one or more of the following: (i) the occurrence of any ERISA Event;
      (ii) the partial or complete withdrawal of the Borrower or any of its
      ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or
      termination of a Multiemployer Plan;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, declare the
obligation of each Lender to make Advances to be terminated, whereupon the same
shall forthwith terminate, and (ii) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, declare the
Advances, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Advances, all such
interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by the Borrower; provided, however, that in the
event of an actual or deemed entry of an order for relief with respect to the
Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to
make Advances shall automatically be terminated and (B) the Advances, all such
interest and all such amounts shall automatically become and be due and payable,
without presentment, demand, protest or any notice of any kind, all of which are
hereby expressly waived by the Borrower.

                                   ARTICLE VII

                                    THE AGENT

            SECTION 7.01. Authorization and Action. Each Lender hereby appoints
and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers and discretion under this Agreement as are delegated to the
Agent by the terms hereof, together with such powers and discretion as are
reasonably incidental thereto. As to any matters not expressly provided for by
this Agreement (including, without limitation, enforcement or collection of the
Notes), the Agent shall not be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required Lenders, and such instructions shall be binding upon all Lenders
and all holders of Notes; provided, however, that the Agent shall not be
required to take any action that exposes the Agent to personal liability or that
is contrary to this Agreement or applicable law. The Agent agrees to give to
each Lender prompt notice of each notice given to it by the Borrower pursuant to
the terms of this Agreement.

            SECTION 7.02. Agent's Reliance, Etc. Neither the Agent nor any of
its directors, officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection with this
Agreement, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agent: (i) may treat
the Lender that made any Advance as the holder of the Debt resulting therefrom
until the Agent receives and accepts an Assignment and Acceptance entered into
by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided
in Section 8.07; (ii) may consult with legal counsel (including counsel for the
Borrower), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (iii)
makes no warranty or representation to any Lender and shall not be responsible
to any Lender for any statements, warranties or representations (whether written
or oral) made in or in connection with this Agreement; (iv) shall not have any
duty to ascertain or to inquire as to the performance, observance or
satisfaction of any of the terms, covenants or conditions of this Agreement on
the part of the Borrower or the existence at any time of any Default or to
inspect the property (including the books and records) of the Borrower; (v)
shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or
any other instrument or document furnished pursuant hereto; and (vi) shall

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incur no liability under or in respect of this Agreement by acting upon any
notice, consent, certificate or other instrument or writing (which may be by
telecopier or telegram) believed by it to be genuine and signed or sent by the
proper party or parties.

            SECTION 7.03. Citibank and Affiliates. With respect to its
Commitment, the Advances made by it and the Note issued to it, Citibank shall
have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the Agent; and the term "Lender" or
"Lenders" shall, unless otherwise expressly indicated, include Citibank in its
individual capacity. Citibank and its Affiliates may accept deposits from, lend
money to, act as trustee under indentures of, accept investment banking
engagements from and generally engage in any kind of business with, the
Borrower, any of its Subsidiaries and any Person who may do business with or own
securities of the Borrower or any such Subsidiary, all as if Citibank were not
the Agent and without any duty to account therefor to the Lenders. The Agent
shall have no duty to disclose information obtained or received by it or any of
its Affiliates relating to the Borrower or its Subsidiaries to the extent such
information was obtained or received in any capacity other than as Agent.

            SECTION 7.04. Lender Credit Decision. Each Lender acknowledges that
it has, independently and without reliance upon the Agent or any other Lender
and based on the financial statements referred to in Section 4.01 and such other
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the 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 decisions in taking or
not taking action under this Agreement.

            SECTION 7.05. Indemnification. Each Lender agrees to indemnify the
Agent (to the extent not reimbursed by the Borrower) from and against such
Lender's Ratable Share of any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever that may be imposed on, incurred by, or asserted
against the Agent, in its capacity as such, in any way relating to or arising
out of this Agreement or any action taken or omitted by the Agent, in its
capacity as such, under this Agreement (collectively, the "Indemnified Costs"),
provided that no Lender shall be liable for any portion of the Indemnified Costs
resulting from the Agent's gross negligence or willful misconduct. Without
limitation of the foregoing, each Lender agrees to reimburse the Agent promptly
upon demand for such Lender's Ratable Share of any out-of-pocket expenses
(including reasonable counsel fees) incurred by the Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
to the extent that the Agent is not reimbursed for such expenses by the
Borrower. In the case of any investigation, litigation or proceeding giving rise
to any Indemnified Costs, this Section 7.05 applies whether any such
investigation, litigation or proceeding is brought by the Agent, any Lender or a
third party.

            SECTION 7.06. Successor Agent. The Agent may resign at any time by
giving written notice thereof to the Lenders and the Borrower and may be removed
at any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be a commercial bank organized
under the laws of the United States of America or of any State thereof and
having a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement. After any retiring Agent's resignation or removal hereunder as Agent,
the provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.

            SECTION 7.07. Other Agents. Each Lender hereby acknowledges that
neither the syndication agent, any documentation agent nor any other Lender
designated as any "Agent" on the signature pages hereof (other than the Agent)
has any liability hereunder other than in its capacity as a Lender.

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<PAGE>

                                  ARTICLE VIII

                                  MISCELLANEOUS

            SECTION 8.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Revolving Credit Notes, nor consent to any
departure by the Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no amendment, waiver
or consent shall, unless in writing and signed by all the Lenders, do any of the
following: (a) waive any of the conditions specified in Section 3.01, (b)
increase the aggregate Revolving Credit Commitments of the Lenders, (c) reduce
the principal of, or interest on, the Revolving Credit Advances or any fees or
other amounts payable hereunder, (d) postpone any date fixed for any payment of
principal of, or interest on, the Revolving Credit Advances or any fees or other
amounts payable hereunder, (e) change the percentage of the Revolving Credit
Commitments or of the aggregate unpaid principal amount of the Revolving Credit
Advances, or the number of Lenders, that shall be required for the Lenders or
any of them to take any action hereunder or (f) amend this Section 8.01; and
provided further that no amendment, waiver or consent shall, unless in writing
and signed by the Agent in addition to the Lenders required above to take such
action, affect the rights or duties of the Agent under this Agreement or any
Note.

            SECTION 8.02. Notices, Etc. (a) All notices and other communications
provided for hereunder shall be either (x) in writing (including telecopier or
telegraphic communication) and mailed, telecopied, telegraphed or delivered or
(y) as and to the extent set forth in Section 8.02(b) and in the proviso to this
Section 8.02(a), if to the Borrower, at its address at 631 South Richland
Avenue, York, Pennsylvania 17403, Attention: Treasurer, Telephone: (717)
771-7438, Fax: (717) 771-6843; if to any Initial Lender, at its Domestic Lending
Office specified opposite its name on Schedule I hereto; if to any other Lender,
at its Domestic Lending Office specified in the Assignment and Acceptance
pursuant to which it became a Lender; and if to the Agent, at its address at Two
Penns Way, New Castle, Delaware 19720, Attention: Bank Loan Syndications
Department; or, as to the Borrower or the Agent, at such other address as shall
be designated by such party in a written notice to the other parties and, as to
each other party, at such other address as shall be designated by such party in
a written notice to the Borrower and the Agent, provided that materials required
to be delivered pursuant to Section 5.01(i)(i), (ii) or (iv) shall be delivered
to the Agent as specified in Section 8.02(b) or as otherwise specified to the
Borrower by the Agent. All such notices and communications shall, when mailed,
telecopied or telegraphed, be effective when deposited in the mails, telecopied
or delivered to the telegraph company, respectively, except that notices and
communications to the Agent pursuant to Article II, III or VII shall not be
effective until received by the Agent. Delivery by telecopier of an executed
counterpart of any amendment or waiver of any provision of this Agreement or the
Notes or of any Exhibit hereto to be executed and delivered hereunder shall be
effective as delivery of a manually executed counterpart thereof.

            (b) So long as Citibank or any of its Affiliates is the Agent,
materials required to be delivered pursuant to Section 5.01(i)(i), (ii) and (iv)
shall be delivered to the Agent in an electronic medium in a format acceptable
to the Agent and the Lenders by e-mail at oploanswebadmin@citigroup.com. The
Borrower agrees that the Agent may make such materials, as well as any other
written information, documents, instruments and other material relating to the
Borrower, any of its Subsidiaries or any other materials or matters relating to
this Agreement, the Notes or any of the transactions contemplated hereby
(collectively, the "Communications") available to the Lenders by posting such
notices on Intralinks or a substantially similar electronic system reasonably
approved by the Borrower (the "Platform"). The Borrower acknowledges that (i)
the distribution of material through an electronic medium is not necessarily
secure and that there are confidentiality and other risks associated with such
distribution, (ii) the Platform is provided "as is" and "as available" and (iii)
neither the Agent nor any of its Affiliates warrants the accuracy, adequacy or
completeness of the Communications or the Platform and each expressly disclaims
liability for errors or omissions in the Communications or the Platform. No
warranty of any kind, express, implied or statutory, including, without
limitation, any warranty of merchantability, fitness for a particular purpose,
non-infringement of third party rights or freedom from viruses or other code
defects, is made by the Agent or any of its Affiliates in connection with the
Platform.

            (c) Each Lender agrees that notice to it (as provided in the next
sentence) (a "Notice") specifying that any Communications have been posted to
the Platform shall constitute effective delivery of such

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<PAGE>

information, documents or other materials to such Lender for purposes of this
Agreement; provided that if requested by any Lender the Agent shall deliver a
copy of the Communications to such Lender by email or telecopier. Each Lender
agrees (i) to notify the Agent in writing of such Lender's e-mail address to
which a Notice may be sent by electronic transmission (including by electronic
communication) on or before the date such Lender becomes a party to this
Agreement (and from time to time thereafter to ensure that the Agent has on
record an effective e-mail address for such Lender) and (ii) that any Notice may
be sent to such e-mail address.

            SECTION 8.03. No Waiver; Remedies. No failure on the part of any
Lender or the Agent to exercise, and no delay in exercising, any right hereunder
or under any Note shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

            SECTION 8.04. Costs and Expenses. (a) The Borrower agrees to pay on
demand all costs and expenses of the Agent in connection with the preparation,
execution, delivery, administration, modification and amendment of this
Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, (A) all due diligence, syndication (including
printing, distribution and bank meetings), transportation, computer,
duplication, appraisal, consultant, and audit expenses and (B) the reasonable
fees and expenses of counsel for the Agent with respect thereto and with respect
to advising the Agent as to its rights and responsibilities under this
Agreement. The Borrower further agrees to pay on demand all costs and expenses
of the Agent and the Lenders, if any (including, without limitation, reasonable
counsel fees and expenses), in connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of this Agreement, the Notes and
the other documents to be delivered hereunder, including, without limitation,
reasonable fees and expenses of counsel for the Agent and each Lender in
connection with the enforcement of rights under this Section 8.04(a).

            (b) The Borrower agrees to indemnify and hold harmless the Agent and
each Lender and each of their Affiliates and their officers, directors,
employees, agents and advisors (each, an "Indemnified Party") from and against
any and all claims, damages, losses, liabilities and expenses (including,
without limitation, reasonable fees and expenses of counsel) incurred by or
asserted or awarded against any Indemnified Party, in each case arising out of
or in connection with or by reason of (including, without limitation, in
connection with any investigation, litigation or proceeding or preparation of a
defense in connection therewith) (i) the Notes, this Agreement, any of the
transactions contemplated herein or the actual or proposed use of the proceeds
of the Advances or (ii) the actual or alleged presence of Hazardous Materials on
any property of the Borrower or any of its Subsidiaries or any Environmental
Action relating in any way to the Borrower or any of its Subsidiaries, except to
the extent such claim, damage, loss, liability or expense is found by a court of
competent jurisdiction to have resulted from such Indemnified Party's gross
negligence or willful misconduct. In the case of an investigation, litigation or
other proceeding to which the indemnity in this Section 8.04(b) applies, such
indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by the Borrower, its directors, equityholders or creditors
or an Indemnified Party or any other Person, whether or not any Indemnified
Party is otherwise a party thereto and whether or not the transactions
contemplated hereby are consummated. The Borrower also agrees not to assert any
claim for special, indirect, consequential or punitive damages against the
Agent, any Lender, any of their Affiliates, or any of their respective
directors, officers, employees, attorneys and agents, on any theory of
liability, arising out of or otherwise relating to the Notes, this Agreement,
any of the transactions contemplated herein or the actual or proposed use of the
proceeds of the Advances. The Borrower further agrees to pay any civil penalty
or fine assessed by OFAC against the Agent or any Lender and all reasonable
costs and expenses (including, without limitation, reasonable counsel fees and
expenses) incurred in connection with the defense thereof, as a result of making
Advances or the acceptance of payments due under any Loan Document.

            (c) If any payment of principal of, or Conversion of, any Eurodollar
Rate Advance or LIBO Rate Advance is made by the Borrower to or for the account
of a Lender other than on the last day of the Interest Period for such Advance,
as a result of a payment or Conversion pursuant to Section 2.08(d) or (e), 2.10
or 2.12, acceleration of the maturity of the Notes pursuant to Section 6.01 or
for any other reason, or by an Eligible Assignee to a Lender other than on the
last day of the Interest Period for such Advance upon an assignment of rights
and obligations under this Agreement pursuant to Section 8.07 as a result of a
demand by the Borrower pursuant to Section 8.07(a), the Borrower shall, upon
demand by such Lender (with a copy of such demand to the Agent), pay to the
Agent for the account of such Lender any amounts required to compensate such
Lender for any additional losses, costs or expenses that it may reasonably incur
as a result of such payment or Conversion, including, without

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<PAGE>

limitation, any loss (excluding loss of anticipated profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by any Lender to fund or maintain such Advance.

            (d) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
Sections 2.11, 2.14 and 8.04 shall survive the payment in full of principal,
interest and all other amounts payable hereunder and under the Notes.

            SECTION 8.05. Right of Set-off. Upon (i) the occurrence and during
the continuance of any Event of Default and (ii) the making of the request or
the granting of the consent specified by Section 6.01 to authorize the Agent to
declare the Notes due and payable pursuant to the provisions of Section 6.01,
each Lender and each of its Affiliates is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other indebtedness at any time owing by such Lender or such
Affiliate to or for the credit or the account of the Borrower against any and
all of the obligations of the Borrower now or hereafter existing under this
Agreement and the Note held by such Lender, whether or not such Lender shall
have made any demand under this Agreement or such Note and although such
obligations may be unmatured. Each Lender agrees promptly to notify the Borrower
after any such set-off and application, provided that the failure to give such
notice shall not affect the validity of such set-off and application. The rights
of each Lender and its Affiliates under this Section are in addition to other
rights and remedies (including, without limitation, other rights of set-off)
that such Lender and its Affiliates may have.

            SECTION 8.06. Binding Effect. This Agreement shall become effective
(other than Sections 2.01 and 2.03, which shall only become effective upon
satisfaction of the conditions precedent set forth in Section 3.01) when it
shall have been executed by the Borrower and the Agent and when the Agent shall
have been notified by each Initial Lender that such Initial Lender has executed
it and thereafter shall be binding upon and inure to the benefit of the
Borrower, the Agent and each Lender and their respective successors and assigns,
except that the Borrower shall not have the right to assign its rights hereunder
or any interest herein without the prior written consent of the Lenders.

            SECTION 8.07. Assignments and Participations. (a) Each Lender may
and, if demanded by the Borrower (following a demand by such Lender pursuant to
Section 2.11 or 2.14) upon at least five Business Days' notice to such Lender
and the Agent, will assign to one or more Persons all or a portion of its rights
and obligations under this Agreement (including, without limitation, all or a
portion of its Commitment, the Revolving Credit Advances owing to it and the
Revolving Credit Note or Notes held by it); provided, however, that (i) each
such assignment shall be of a constant, and not a varying, percentage of all
rights and obligations under this Agreement (other than any right to make
Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive
Bid Notes), (ii) except in the case of an assignment to a Person that,
immediately prior to such assignment, was a Lender or an assignment of all of a
Lender's rights and obligations under this Agreement, the amount of the
Commitment of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $10,000,000 or an
integral multiple of $1,000,000 in excess thereof, (iii) each such assignment
shall be to an Eligible Assignee, (iv) each such assignment made as a result of
a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by
the Borrower after consultation with the Agent and shall be either an assignment
of all of the rights and obligations of the assigning Lender under this
Agreement or an assignment of a portion of such rights and obligations made
concurrently with another such assignment or other such assignments that
together cover all of the rights and obligations of the assigning Lender under
this Agreement, (v) no Lender shall be obligated to make any such assignment as
a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and
until such Lender shall have received one or more payments from either the
Borrower or one or more Eligible Assignees in an aggregate amount at least equal
to the aggregate outstanding principal amount of the Advances owing to such
Lender, together with accrued interest thereon and any accrued fees to the date
of payment of such principal amount and all other amounts payable to such Lender
under this Agreement, and (vi) the parties to each such assignment shall execute
and deliver to the Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with any Revolving Credit Note subject to
such assignment and a processing and recordation fee of $3,500 payable by the
parties to each such assignment, provided, however, that in the case of each
assignment made as a result of a demand by the Borrower, such recordation fee
shall be payable by the Borrower except that no such recordation fee shall be
payable in the case of an assignment made at the request of the Borrower to an
Eligible

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<PAGE>

Assignee that is an existing Lender, and (vii) any Lender may, without the
approval of the Borrower and the Agent, assign all or a portion of its rights to
any of its Affiliates. Upon such execution, delivery, acceptance and recording,
from and after the effective date specified in each Assignment and Acceptance,
(x) the assignee thereunder shall be a party hereto and, to the extent that
rights and obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
and (y) the Lender assignor thereunder shall, to the extent that rights and
obligations hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights (other than its rights under Section 2.11,
2.14 and 8.04 to the extent any claim thereunder relates to an event arising
prior to such assignment) and be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all or the
remaining portion of an assigning Lender's rights and obligations under this
Agreement, such Lender shall cease to be a party hereto).

            (b) By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; (ii) such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower or the performance or observance by the Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Agent, such assigning Lender or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi)
such assignee appoints and authorizes the Agent to take such action as agent on
its behalf and to exercise such powers and discretion under this Agreement as
are delegated to the Agent by the terms hereof, together with such powers and
discretion as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all of the obligations that
by the terms of this Agreement are required to be performed by it as a Lender.

            (c) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee,
together with any Revolving Credit Note or Notes subject to such assignment, the
Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit C hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Borrower.

            (d) The Agent shall maintain at its address referred to in Section
8.02 a copy of each Assignment and Acceptance delivered to and accepted by it
and a register for the recordation of the names and addresses of the Lenders and
the Revolving Credit Commitment of, and principal amount of the Advances owing
to, each Lender from time to time (the "Register"). The entries in the Register
shall be conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Agent and the Lenders may treat each Person whose name is recorded
in the Register as a Lender hereunder for all purposes of this Agreement. The
Register shall be available for inspection by the Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

            (e) Each Lender may sell participations to one or more banks or
other entities (other than the Borrower or any of its Affiliates) in or to all
or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Revolving Credit Commitment, the
Advances owing to it and any Note or Notes held by it); provided, however, that
(i) such Lender's obligations under this Agreement (including, without
limitation, its Revolving Credit Commitment to the Borrower hereunder) shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) such Lender shall
remain the holder of any such Note for all purposes of this Agreement, (iv) the
Borrower, the Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and (v) no participant under any such
participation shall have any right to approve any amendment or waiver of any
provision of this Agreement or any Note, or any

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<PAGE>

consent to any departure by the Borrower therefrom, except to the extent that
such amendment, waiver or consent would reduce the principal of, or interest on,
the Notes or any fees or other amounts payable hereunder, in each case to the
extent subject to such participation, or postpone any date fixed for any payment
of principal of, or interest on, the Notes or any fees or other amounts payable
hereunder, in each case to the extent subject to such participation.

            (f) Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
8.07, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower furnished to such Lender
by or on behalf of the Borrower; provided that, prior to any such disclosure,
the assignee or participant or proposed assignee or participant shall agree to
preserve the confidentiality of any Borrower Information relating to the
Borrower received by it from such Lender.

            (g) Notwithstanding any other provision set forth in this Agreement,
any Lender may at any time create a security interest in all or any portion of
its rights under this Agreement (including, without limitation, the Advances
owing to it and any Note or Notes held by it) in favor of any Federal Reserve
Bank in accordance with Regulation A of the Board of Governors of the Federal
Reserve System.

            SECTION 8.08. Confidentiality. Neither the Agent nor any Lender may
disclose to any Person any information that the Borrower furnishes to the Agent
or any Lender in a writing designated as confidential or that is otherwise
specifically identified as being confidential (such information being referred
to collectively herein as the "Borrower Information"), except that each of the
Agent and each of the Lenders may disclose Borrower Information (i) to its and
its affiliates' employees, officers, directors, agents and advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Borrower Information and will expressly agree to
keep such Borrower Information confidential on substantially the same terms as
provided herein), (ii) to the extent requested by any regulatory authority,
(iii) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (iv) to any other party to this Agreement,
(v) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or the enforcement of rights
hereunder, (vi) subject to an agreement containing provisions substantially the
same as those of this Section 8.08, to any assignee of or participant in, or any
prospective assignee of or participant in, any of its rights or obligations
under this Agreement, (vii) to the extent such Borrower Information (A) is or
becomes generally available to the public on a non-confidential basis other than
as a result of a breach of this Section 8.08 by the Agent or such Lender, or (B)
is or becomes available to the Agent or such Lender on a nonconfidential basis
from a source other than the Borrower and (viii) with the written consent of the
Borrower.

            SECTION 8.09. Governing Law. This Agreement and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New
York.

            SECTION 8.10. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

            SECTION 8.11. Jurisdiction, Etc. (a) Each of the parties hereto
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York State court or federal court of
the United States of America sitting in New York City, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Notes, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and
determined in any such New York State court or, to the extent permitted by law,
in such federal court. The Borrower hereby agrees that service of process in any
such action or proceeding brought in the any such New York State court or in
such federal court may be made by the mailing thereof by any parties hereto by
registered or certified mail, postage prepaid, to the Borrower at its address
specified pursuant to Section 8.02. Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that any party
may otherwise have to bring any action or proceeding relating to this Agreement
or the Notes in the courts of any jurisdiction.

                                       36

<PAGE>

            (b) Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or the Notes
in any New York State or federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

            SECTION 8.12. Patriot Act. Each Lender hereby notifies each Borrower
that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the "Act"), it is required to
obtain, verify and record information that identifies each borrower, guarantor
or grantor hereunder, which information includes the name and address of each
borrower, guarantor or grantor hereunder and other information that will allow
such Lender to identify such borrower, guarantor or grantor hereunder in
accordance with the Act.

                                       37
<PAGE>

            SECTION 8.13. Waiver of Jury Trial. Each of the Borrower, the Agent
and the Lenders hereby irrevocably waives all right to trial by jury in any
action, proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to this Agreement or the Notes or the
actions of the Agent or any Lender in the negotiation, administration,
performance or enforcement thereof.

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

                                         YORK INTERNATIONAL CORPORATION

                                         By _______________________
                                            Title:

                                         CITIBANK, N.A.,
                                            as Administrative Agent

                                         By _______________________
                                            Title:

                                       38
<PAGE>

                              Administrative Agent

$20,000,000                              CITIBANK, N.A.

                                         By _______________________
                                            Name:
                                            Title:

                                Syndication Agent

$20,000,000                              JPMORGAN CHASE BANK, N.A.

                                         By _______________________
                                            Name:
                                            Title:

                             Co-Documentation Agents

$17,000,000                              BANK OF TOKYO-MITSUBISHI TRUST COMPANY

                                         By _______________________
                                            Name:
                                            Title:

$17,000,000                              BNP PARIBAS

                                         By _______________________
                                            Name:
                                            Title:

                                         By _______________________
                                            Name:
                                            Title:

$17,000,000                              FLEET NATIONAL BANK

                                         By _______________________
                                            Name:
                                            Title:

$17,000,000                              NORDEA BANK FINLAND PLC

                                         By _______________________
                                            Name:
                                            Title:

                                         By _______________________
                                            Name:
                                            Title:

                                       39
<PAGE>

                                     Lenders

$12,000,000                              BANK AUSTRIA CREDITANSTALT AG

                                         By _______________________
                                            Name:
                                            Title:

$12,000,000                              THE BANK OF NOVA SCOTIA

                                         By _______________________
                                            Name:
                                            Title:

$12,000,000                              DANSKE BANK A/S

                                         By _______________________
                                            Name:
                                            Title:

                                         By _______________________
                                            Name:
                                            Title:

$12,000,000                              ING BANK N.V.

                                         By _______________________
                                            Name:
                                            Title:

$12,000,000                              THE ROYAL BANK OF SCOTLAND PLC

                                         By _______________________
                                            Name:
                                            Title:

$12,000,000                              WACHOVIA BANK, NATIONAL ASSOCIATION

                                         By _______________________
                                            Name:
                                            Title:

$10,000,000                              THE BANK OF NEW YORK

                                         By _______________________
                                            Name:
                                            Title:

$10,000,000                              NATIONAL CITY BANK

                                         By _______________________
                                            Name:
                                            Title:

$200,000,000.00   Total of the Revolving Credit Commitments

                                       40
<PAGE>

                                                                      SCHEDULE I
                                                  YORK INTERNATIONAL CORPORATION
                                                        364-DAY CREDIT AGREEMENT
                                                      APPLICABLE LENDING OFFICES
<TABLE>
<CAPTION>

   Name of Initial Lender             Domestic Lending Office               Eurodollar Lending Office
   ----------------------             -----------------------               -------------------------
<S>                                <C>                                    <C>
Bank Austria Creditanstalt AG      A-1030 Vienna                          A-1030 Vienna
                                   Vordere Zollamtsstrasse 13             Vordere Zollamtsstrasse 13
                                   Austria                                Austria
                                   Attn: Inge Grienauer                   Attn: Inge Grienauer
                                   T: 43 (0) 50505-44222                  T: 43 (0) 50505-44222
                                   F: 43 (0) 50505-4934                   F: 43 (0) 50505-4934

The Bank of New York               1 Wall Street                          1 Wall Street
                                   New York, NY 10286                     New York, NY 10286
                                   Attn: Walter Parelli                   Attn: Walter Parelli
                                   T: 212 635-6820                        T: 212 635-6820
                                   F: 212 635-7978                        F: 212 635-7978

The Bank of Nova Scotia            One Liberty Plaza                      One Liberty Plaza
                                   New York, NY 10006                     New York, NY 10006
                                   Attn: David Mahmood                    Attn: David Mahmood
                                   T: 212 225-5149                        T: 212 225-5149
                                   F: 212 225-5254                        F: 212 225-5254

Bank of Tokyo-Mitsubishi Trust     BTM Information Services, Inc.         BTM Information Services, Inc.
Company                            c/o Bank of Tokyo-Mitsubishi Trust     c/o Bank of Tokyo-Mitsubishi Trust
                                   Company                                Company
                                   1251 Avenue of the Americas            1251 Avenue of the Americas
                                   12th Floor                             12th Floor
                                   New York, NY 10020                     New York, NY 10020
                                   Attn: Rolando Uy                       Attn: Rolando Uy
                                   T: 201 413-8570                        T: 201 413-8570
                                   F: 201 5213-2304                       F: 201 5213-2304

BNP Paribas                        787 Seventh Avenue                     787 Seventh Avenue
                                   New York, NY 10019                     New York, NY 10019
                                   Attn: Richard Pace                     Attn: Richard Pace
                                   T: 212 841-3266                        T: 212 841-3266
                                   F: 212 841-2745                        F: 212 841-2745

Citibank, N.A.                     Two Penns Way, Suite 200               Two Penns Way, Suite 200
                                   New Castle, DE 19720                   New Castle, DE 19720
                                   Attn:  Bilal Aman                      Attn: Bilal Aman
                                   T: 302 894-6013                        T: 302 894-6013
                                   F: 212 994-0961                        F: 212 994-0961

Danske Bank A/S                    Danske Bank, Holmens Kanal Branch      Danske Bank, Holmens Kanal Branch
                                   Holmens Kanal 2-12                     Holmens Kanal 2-12
                                   DK - 1092 Copenhagen K                 DK - 1092 Copenhagen K
                                   Denmark                                Denmark
                                   Attn: Loan Administration              Attn: Loan Administration
                                   T: 45 43 39 49 06/09                   T: 45 43 39 49 06/09
                                   F: 45 43 39 13 27/28                   F: 45 43 39 13 27/28

Fleet National Bank                100 Federal Street                     100 Federal Street
                                   Mail Stop: MA5-100-09-03               Mail Stop: MA5-100-09-03
                                   Boston, MA 02110                       Boston, MA 02110
                                   Attn: Nancy A. Craddock                Attn: Nancy A. Craddock
</TABLE>

<PAGE>

<TABLE>
<S>                                <C>                                    <C>
                                   T: 617 434-8129                        T: 617 434-8129
                                   F: 617 434-0601                        F: 617 434-0601
</TABLE>

                                       2
<PAGE>

<TABLE>
<S>                                <C>                                    <C>
ING Bank N.V.                      Weena 505                              Weena 505
                                   3013 AL Rotterdam                      3013 AL Rotterdam
                                   The Netherlands                        The Netherlands
                                   Attn. J. de Vos                        Attn. J. de Vos
                                   T: 31 10 4446854                       T: 31 10 4446854
                                   F: 31 10 4446783                       F: 31 10 4446783

JPMorgan Chase Bank                270 Park Avenue, 4th Floor             270 Park Avenue, 4th Floor
                                   New York, NY  10017                    New York, NY 10017
                                   Attn: Randolph Cates                   Attn: Randolph Cates
                                   T: 212 270-8997                        T: 212 270-8997
                                   F: 212 270-6637                        F: 212 270-6637

National City Bank                 One South Broad Street                 One South Broad Street
                                   14th Floor, Locator 01-5997            14th Floor, Locator 01-5997
                                   Philadelphia, PA 19107                 Philadelphia, PA 19107
                                   Attn: Manager                          Attn: Manager

Nordea Bank Finland plc            437 Madison Avenue                     437 Madison Avenue
                                   New York, NY 10022                     New York, NY 10022
                                   Attn: Henrik Steffensen                Attn: Henrik Steffensen
                                   T: 212 318-9306                        T: 212 318-9306
                                   F: 212 318-9318                        F: 212 318-9318

The Royal Bank of Scotland plc     101 Park Avenue                        101 Park Avenue
                                   New York, NY 10178                     New York, NY 10178
                                   Attn: Shiela Shaw                      Attn: Shiela Shaw
                                   T: 212-401-1406                        T: 212-401-1406
                                   F: 212-401-1336                        F: 212-401-1336

Wachovia Bank, National            201 S. College Street                  201 S. College Street
Association                        Charlotte, NC 28288                    Charlotte, NC 28288
                                   Attn: Sherry Richards                  Attn: Sherry Richards
                                   T: 704 715-1459                        T: 704 715-1459
                                   F: 704 374-2802                        F: 704 374-2802
</TABLE>

                                       3
<PAGE>

                                Schedule 5.02(a)

                                      Liens

      (i) The interest of lessors under various capital leases of computer and
other office equipment and other miscellaneous property and equipment with an
aggregate value of less than $15,000,000.

<PAGE>

                                                           EXHIBIT A-1 - FORM OF
                                                                REVOLVING CREDIT
                                                                 PROMISSORY NOTE

U.S.$__________                                    Dated:  __________, 200_

            FOR VALUE RECEIVED, the undersigned, YORK INTERNATIONAL CORPORATION,
a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
_______________ (the "Lender") for the account of its Applicable Lending Office
on the later of the Termination Date and the date designated pursuant to Section
2.06 of the Credit Agreement (each as defined in the Credit Agreement referred
to below) the principal sum of U.S.$[amount of the Lender's Commitment in
figures] or, if less, the aggregate principal amount of the Revolving Credit
Advances made by the Lender to the Borrower pursuant to the 364-Day Credit
Agreement dated as of March 11, 2005 among the Borrower, the Lender and certain
other lenders parties thereto, and Citibank, N.A. as Agent for the Lender and
such other lenders (as amended or modified from time to time, the "Credit
Agreement"; the terms defined therein being used herein as therein defined)
outstanding on such date.

            The Borrower promises to pay interest on the unpaid principal amount
of each Revolving Credit Advance from the date of such Revolving Credit Advance
until such principal amount is paid in full, at such interest rates, and payable
at such times, as are specified in the Credit Agreement.

            Both principal and interest are payable in lawful money of the
United States of America to Citibank, as Agent, at 399 Park Avenue, New York,
New York 10043, in same day funds. Each Revolving Credit Advance owing to the
Lender by the Borrower pursuant to the Credit Agreement, and all payments made
on account of principal thereof, shall be recorded by the Lender and, prior to
any transfer hereof, endorsed on the grid attached hereto which is part of this
Promissory Note.

            This Promissory Note is one of the Revolving Credit Notes referred
to in, and is entitled to the benefits of, the Credit Agreement. The Credit
Agreement, among other things, (i) provides for the making of Revolving Credit
Advances by the Lender to the Borrower from time to time in an aggregate amount
not to exceed at any time outstanding the U.S. dollar amount first above
mentioned, the indebtedness of the Borrower resulting from each such Revolving
Credit Advance being evidenced by this Promissory Note and (ii) contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayments on account of principal hereof prior to
the maturity hereof upon the terms and conditions therein specified.

                                   YORK INTERNATIONAL CORPORATION

                                   By __________________________
                                      Title:

<PAGE>

                       ADVANCES AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
                                     AMOUNT OF
                AMOUNT OF         PRINCIPAL PAID       UNPAID PRINCIPAL        NOTATION
       DATE      ADVANCE            OR PREPAID             BALANCE             MADE BY
       ----     ---------         --------------       ----------------        --------
<S>             <C>               <C>                  <C>                     <C>
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
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---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
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</TABLE>

                                       2
<PAGE>

                                                           EXHIBIT A-2 - FORM OF
                                                                 COMPETITIVE BID
                                                                 PROMISSORY NOTE

U.S.$____________                               Dated: ______________, 200_

            FOR VALUE RECEIVED, the undersigned, YORK INTERNATIONAL CORPORATION,
a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
_________________________ (the "Lender") for the account of its Applicable
Lending Office (as defined in the 364-Day Credit Agreement dated as of March 11,
2005 among the Borrower, the Lender and certain other lenders parties thereto,
and Citibank, N.A., as Agent for the Lender and such other lenders (as amended
or modified from time to time, the "Credit Agreement"; the terms defined therein
being used herein as therein defined)), on _______________, 200_, the principal
amount of U.S.$_______________].

            The Borrower promises to pay interest on the unpaid principal amount
hereof from the date hereof until such principal amount is paid in full, at the
interest rate and payable on the interest payment date or dates provided below:

      Interest Rate: _____% per annum (calculated on the basis of a year of
      _____ days for the actual number of days elapsed).

            Both principal and interest are payable in lawful money of the
United States of America to Citibank, as agent, for the account of the Lender at
the office of Citibank, at _________________________ in same day funds.

            This Promissory Note is one of the Competitive Bid Notes referred to
in, and is entitled to the benefits of, the Credit Agreement. The Credit
Agreement, among other things, contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events.

            The Borrower hereby waives presentment, demand, protest and notice
of any kind. No failure to exercise, and no delay in exercising, any rights
hereunder on the part of the holder hereof shall operate as a waiver of such
rights.

            This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                   YORK INTERNATIONAL CORPORATION

                                   By __________________________
                                      Title:

<PAGE>

                                                 EXHIBIT B-1 - FORM OF NOTICE OF
                                                      REVOLVING CREDIT BORROWING
Citibank, N.A., as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
  Two Penns Way
  New Castle, Delaware 19720

                                     [Date]

                  Attention: Bank Loan Syndications Department

Ladies and Gentlemen:

            The undersigned, York International Corporation, refers to the
364-Day Credit Agreement, dated as of March 11, 2005 (as amended or modified
from time to time, the "Credit Agreement", the terms defined therein being used
herein as therein defined), among the undersigned, certain Lenders parties
thereto and Citibank, N.A., as Agent for said Lenders, and hereby gives you
notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the
undersigned hereby requests a Revolving Credit Borrowing under the Credit
Agreement, and in that connection sets forth below the information relating to
such Revolving Credit Borrowing (the "Proposed Revolving Credit Borrowing") as
required by Section 2.02(a) of the Credit Agreement:

            (i) The Business Day of the Proposed Revolving Credit Borrowing is
      _______________, 200_.

            (ii) The Type of Advances comprising the Proposed Revolving Credit
      Borrowing is [Base Rate Advances] [Eurodollar Rate Advances].

            (iii) The aggregate amount of the Proposed Revolving Credit
      Borrowing is $______________.

            [(iv) The initial Interest Period for each Eurodollar Rate Advance
      made as part of the Proposed Revolving Credit Borrowing is _____
      month[s].]

            The undersigned hereby certifies that the following statements are
true on the date hereof, and will be true on the date of the Proposed Revolving
Credit Borrowing:

            (A) the representations and warranties contained in Section 4.01 of
      the Credit Agreement (except the representations set forth in the last
      sentence of subsection (e) thereof and in subsection (f) thereof (other
      than clause (ii) thereof)) are correct, before and after giving effect to
      the Proposed Revolving Credit Borrowing and to the application of the
      proceeds therefrom, as though made on and as of such date; and

            (B) no event has occurred and is continuing, or would result from
      such Proposed Revolving Credit Borrowing or from the application of the
      proceeds therefrom, that constitutes a Default.

                                   Very truly yours,

                                   YORK INTERNATIONAL CORPORATION

                                   By __________________________
                                      Title:.

<PAGE>

                                                 EXHIBIT B-2 - FORM OF NOTICE OF
                                                       COMPETITIVE BID BORROWING

Citibank, N.A., as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
  Two Penns Way
  New Castle, Delaware 19720

                                     [Date]

                  Attention: Bank Loan Syndications Department

Ladies and Gentlemen:

            The undersigned, York International Corporation, refers to the
      364-Day Credit Agreement, dated as of March 11, 2005 (as amended or
      modified from time to time, the "Credit Agreement", the terms defined
      therein being used herein as therein defined), among the undersigned,
      certain Lenders parties thereto and Citibank, N.A., as Agent for said
      Lenders, and hereby gives you notice, irrevocably, pursuant to Section
      2.03 of the Credit Agreement that the undersigned hereby requests a
      Competitive Bid Borrowing under the Credit Agreement, and in that
      connection sets forth the terms on which such Competitive Bid Borrowing
      (the "Proposed Competitive Bid Borrowing") is requested to be made:

      (A) Date of Competitive Bid Borrowing      ________________________
      (B) Amount of Competitive Bid Borrowing    ________________________
      (C) [Maturity Date] [Interest Period]      ________________________
      (D) Interest Rate Basis                    ________________________
      (E) Interest Payment Date(s)               ________________________
      (F) ___________________                    ________________________

            The undersigned hereby certifies that the following statements are
true on the date hereof, and will be true on the date of the Proposed
Competitive Bid Borrowing:

            (a) the representations and warranties contained in Section 4.01 of
      the Credit Agreement (except the representations set forth in the last
      sentence of subsection (e) thereof and in subsection (f) thereof (other
      than clause (ii) thereof)) are correct, before and after giving effect to
      the Proposed Competitive Bid Borrowing and to the application of the
      proceeds therefrom, as though made on and as of such date;

            (b) no event has occurred and is continuing, or would result from
      the Proposed Competitive Bid Borrowing or from the application of the
      proceeds therefrom, that constitutes a Default;

            (c) no event has occurred and no circumstance exists as a result of
      which the information concerning the undersigned that has been provided to
      the Agent and each Lender by the undersigned in connection with the Credit
      Agreement would include an untrue statement of a material fact or omit to
      state any material fact or any fact necessary to make the statements
      contained therein, in the light of the circumstances under which they were
      made, not misleading; and

            (d) the aggregate amount of the Proposed Competitive Bid Borrowing
      and all other Borrowings to be made on the same day under the Credit
      Agreement is within the aggregate amount of the unused Revolving Credit
      Commitments of the Lenders.

<PAGE>

            The undersigned hereby confirms that the Proposed Competitive Bid
Borrowing is to be made available to it in accordance with Section 2.03(a)(v) of
the Credit Agreement.

                                   Very truly yours,

                                   YORK INTERNATIONAL CORPORATION

                                   By __________________________
                                      Title:

                                       2
<PAGE>

                                                             EXHIBIT C - FORM OF
                                                       ASSIGNMENT AND ACCEPTANCE

            Reference is made to the 364-Day Credit Agreement dated as of March
11, 2005 (as amended or modified from time to time, the "Credit Agreement")
among York International Corporation, a Delaware corporation (the "Borrower"),
the Lenders (as defined in the Credit Agreement) and Citibank, N.A., as agent
for the Lenders (the "Agent"). Terms defined in the Credit Agreement are used
herein with the same meaning.

            The "Assignor" and the "Assignee" referred to on Schedule I hereto
agree as follows:

            1. The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, an interest in and to
the Assignor's rights and obligations under the Credit Agreement as of the date
hereof (other than in respect of Competitive Bid Advances and Competitive Bid
Notes) equal to the percentage interest specified on Schedule 1 hereto of all
outstanding rights and obligations under the Credit Agreement (other than in
respect of Competitive Bid Advances and Competitive Bid Notes). After giving
effect to such sale and assignment, the Assignee's Revolving Credit Commitment
and the amount of the Revolving Credit Advances owing to the Assignee will be as
set forth on Schedule 1 hereto.

            2. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit Agreement
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement or any other instrument or document furnished
pursuant thereto; (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under the
Credit Agreement or any other instrument or document furnished pursuant thereto;
and (iv) attaches the Revolving Credit Note, if any, held by the Assignor [and
requests that the Agent exchange such Revolving Credit Note for a new Revolving
Credit Note payable to the order of [the Assignee in an amount equal to the
Revolving Credit Commitment assumed by the Assignee pursuant hereto or new
Revolving Credit Notes payable to the order of the Assignee in an amount equal
to the Revolving Credit Commitment assumed by the Assignee pursuant hereto and]
the Assignor in an amount equal to the Revolving Credit Commitment retained by
the Assignor under the Credit Agreement, [respectively,] as specified on
Schedule 1 hereto.

            3. The Assignee (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 4.01 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Agent, the Assignor or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers and discretion under the Credit Agreement as are
delegated to the Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; (v) agrees that it will perform
in accordance with their terms all of the obligations that by the terms of the
Credit Agreement are required to be performed by it as a Lender; and (vi)
attaches any U.S. Internal Revenue Service forms required under Section 2.14 of
the Credit Agreement.

            4. Following the execution of this Assignment and Acceptance, it
will be delivered to the Agent for acceptance and recording by the Agent. The
effective date for this Assignment and Acceptance (the "Effective Date") shall
be the date of acceptance hereof by the Agent, unless otherwise specified on
Schedule 1 hereto.

            5. Upon such acceptance and recording by the Agent, as of the
Effective Date, (i) the Assignee shall be a party to the Credit Agreement and,
to the extent provided in this Assignment and Acceptance,

<PAGE>

have the rights and obligations of a Lender thereunder and (ii) the Assignor
shall, to the extent provided in this Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Credit Agreement.

            6. Upon such acceptance and recording by the Agent, from and after
the Effective Date, the Agent shall make all payments under the Credit Agreement
and the Revolving Credit Notes in respect of the interest assigned hereby
(including, without limitation, all payments of principal, interest and facility
fees with respect thereto) to the Assignee. The Assignor and Assignee shall make
all appropriate adjustments in payments under the Credit Agreement and the
Revolving Credit Notes for periods prior to the Effective Date directly between
themselves.

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

            8. This Assignment and Acceptance may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of Schedule 1 to this Assignment and Acceptance by telecopier shall
be effective as delivery of a manually executed counterpart of this Assignment
and Acceptance.

            IN WITNESS WHEREOF, the Assignor and the Assignee have caused
Schedule 1 to this Assignment and Acceptance to be executed by their officers
thereunto duly authorized as of the date specified thereon.

                                       2
<PAGE>

                                   Schedule 1
                                       to
                            Assignment and Acceptance

Percentage interest assigned:                                   _______%

Assignee's Revolving Credit Commitment:                         $______

Aggregate outstanding principal amount of Revolving Credit      $______
Advances assigned:

Principal amount of Revolving Credit Note payable to Assignee:  $______

Principal amount of Revolving Credit Note payable to Assignor:  $______

Effective Date*:  _______________, 200_

                                        [NAME OF ASSIGNOR], as Assignor

                                        By __________________________
                                        Title:

                                        Dated:  _______________, 200_

                                        [NAME OF ASSIGNEE], as Assignee

                                        By __________________________
                                        Title:

                                        Dated:  _______________, 200_

                                        Domestic Lending Office:
                                              [Address]

                                        Eurodollar Lending Office:
                                              [Address]

----------------
*     This date should be no earlier than five Business Days after the delivery
      of this Assignment and Acceptance to the Agent.

                                       3
<PAGE>

Accepted [and Approved]** this
________ day of _________, 200_

CITIBANK, N.A., as Agent

By_____________________________
  Title:

[Approved this __________ day
of _______________, 200_

YORK INTERNATIONAL CORPORATION

By____________________________]*
  Title:

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

**    Required if the Assignee is an Eligible Assignee solely by reason of
      clauses (iii) of the definition of "Eligible Assignee".

*     Required if the Assignee is an Eligible Assignee solely by reason of
      clause (iii) of the definition of "Eligible Assignee".

                                       4
<PAGE>

                                                             EXHIBIT D - FORM OF
                                                              OPINION OF COUNSEL
                                                                FOR THE BORROWER

<PAGE>

                                                                  EXECUTION COPY

                                U.S. $200,000,000

                            364-DAY CREDIT AGREEMENT

                           Dated as of March 11, 2005

                                      Among

                         YORK INTERNATIONAL CORPORATION

                                   as Borrower

                                       and

                        THE INITIAL LENDERS NAMED HEREIN

                               as Initial Lenders

                                       and

                                 CITIBANK, N.A.

                             as Administrative Agent

                                       and

                            JPMORGAN CHASE BANK, N.A.

                              as Syndication Agent

                                       and

                              FLEET NATIONAL BANK,
                     BANK OF TOKYO MITSUBISHI TRUST COMPANY

                                       and

                             NORDEA BANK FINLAND PLC

                             as Documentation Agents

                                       and

                          CITIGROUP GLOBAL MARKETS INC.

                                       and

                           J.P. MORGAN SECURITIES INC.

                  as Joint Lead Arrangers and Joint Bookrunners

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                             <C>
ARTICLE I

     SECTION 1.01.  Certain Defined Terms                                                        1

     SECTION 1.02.  Computation of Time Periods                                                 11

     SECTION 1.03.  Accounting Terms                                                            11

ARTICLE II

     SECTION 2.01.  The Revolving Credit Advances                                               11

     SECTION 2.02.  Making the Revolving Credit Advances                                        12

     SECTION 2.03.  The Competitive Bid Advances                                                12

     SECTION 2.04.  Fees                                                                        15

     SECTION 2.05.  Termination or Reduction of the Revolving Credit Commitments                15

     SECTION 2.06.  Repayment of Revolving Credit Advances                                      15

     SECTION 2.07.  Interest on Revolving Credit Advances                                       16

     SECTION 2.08.  Interest Rate Determination                                                 16

     SECTION 2.09.  Optional Conversion of Revolving Credit Advances                            17

     SECTION 2.10.  Prepayments of Revolving Credit Advances                                    17

     SECTION 2.11.  Increased Costs                                                             18

     SECTION 2.12.  Illegality                                                                  18

     SECTION 2.13.  Payments and Computations                                                   19

     SECTION 2.14.  Taxes                                                                       19

     SECTION 2.15.  Sharing of Payments, Etc.                                                   21

     SECTION 2.16.  Evidence of Debt                                                            21

     SECTION 2.17.  Use of Proceeds                                                             21

ARTICLE III

     SECTION 3.01.  Conditions Precedent to Effectiveness of Sections 2.01 and 2.03             22
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                             <C>
     SECTION 3.02.  Conditions Precedent to Each Revolving Credit Borrowing and
            the Term Loan Conversion Date                                                       23

     SECTION 3.03.  Conditions Precedent to Each Competitive Bid Borrowing                      23

     SECTION 3.04.  Determinations Under Section 3.01                                           24

ARTICLE IV

     SECTION 4.01.  Representations and Warranties of the Borrower                              24

ARTICLE V

     SECTION 5.01.  Affirmative Covenants                                                       25

     SECTION 5.02.  Negative Covenants                                                          27

     SECTION 5.03.  Financial Covenants                                                         28

ARTICLE VI

     SECTION 6.01.  Events of Default                                                           28

ARTICLE VII

     SECTION 7.01.  Authorization and Action                                                    30

     SECTION 7.02.  Agent's Reliance, Etc.                                                      30

     SECTION 7.03.  Citibank and Affiliates                                                     31

     SECTION 7.04.  Lender Credit Decision                                                      31

     SECTION 7.05.  Indemnification                                                             31

     SECTION 7.06.  Successor Agent                                                             31

     SECTION 7.07.  Other Agents                                                                31

ARTICLE VIII

     SECTION 8.01.  Amendments, Etc.                                                            32

     SECTION 8.02.  Notices, Etc.                                                               32

     SECTION 8.03.  No Waiver; Remedies                                                         33

     SECTION 8.04.  Costs and Expenses                                                          33

     SECTION 8.05.  Right of Set-off                                                            34
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                             <C>
     SECTION 8.06.  Binding Effect                                                              34

     SECTION 8.07.  Assignments and Participations                                              34

     SECTION 8.08.  Confidentiality                                                             36

     SECTION 8.09.  Governing Law                                                               36

     SECTION 8.10.  Execution in Counterparts                                                   36

     SECTION 8.11.  Jurisdiction, Etc.                                                          36

     SECTION 8.12.  Patriot Act                                                                 37

     SECTION 8.13.  Waiver of Jury Trial                                                        38
</TABLE>

                                      iii
<PAGE>

Schedules

Schedule I - List of Applicable Lending Offices

Schedule 5.02(a) - Existing Liens

Exhibits

Exhibit A-1   -    Form of Revolving Credit Note

Exhibit A-2   -    Form of Competitive Bid Note

Exhibit B-1   -    Form of Notice of Revolving Credit Borrowing

Exhibit B-2   -    Form of Notice of Competitive Bid Borrowing

Exhibit C     -    Form of Assignment and Acceptance

Exhibit D     -    Form of Opinion of Counsel for the Borrower

                                       iv