Exhibit 10.2
                                                                    ------------


                                U.S. $450,000,000


                             3-YEAR CREDIT AGREEMENT


                            Dated as of May 10, 2004


                                      Among


                    THE INTERPUBLIC GROUP OF COMPANIES, INC.
                                   as Company


                   THE INITIAL LENDERS, INITIAL ISSUING BANKS
                        AND SWING LINE BANK NAMED HEREIN
          as Initial Lenders, Initial Issuing Banks and Swing Line Bank


                                 CITIBANK, N.A.
                             as Administrative Agent


                               JPMORGAN CHASE BANK
                              as Syndication Agent


                                 HSBC BANK USA,
                               LLOYDS TSB BANK PLC
                                       and
                             UBS AG, STAMFORD BRANCH
                           as Co-Documentation Agents


                                       and


                          CITIGROUP GLOBAL MARKETS INC.
                        as Lead Arranger and Book Manager


<PAGE>


                                TABLE OF CONTENTS



                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms.......................................2

SECTION 1.02. Computation of Time Periods................................11

SECTION 1.03. Accounting Terms...........................................11


                                   ARTICLE II

             AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT

SECTION 2.01. The Advances...............................................12

SECTION 2.02. Making the Advances........................................13

SECTION 2.03. Issuance of and Drawings and Reimbursement
              Under Letters of Credit....................................15

SECTION 2.04. Fees.......................................................16

SECTION 2.05. Optional Termination or Reduction of the
              Commitments................................................17

SECTION 2.06. Repayment..................................................17

SECTION 2.07. Interest on Advances.......................................18

SECTION 2.08. Interest Rate Determination................................18

SECTION 2.09. Optional Conversion of Revolving Credit Advances...........19

SECTION 2.10. Prepayments of Advances....................................20

SECTION 2.11. Increased Costs............................................20

SECTION 2.12. Illegality.................................................21

SECTION 2.13. Payments and Computations..................................21

SECTION 2.14. Taxes......................................................22

SECTION 2.15. Sharing of Payments, Etc...................................24

SECTION 2.16. Evidence of Debt...........................................24

SECTION 2.17. Use of Proceeds............................................24

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

SECTION 3.01. Conditions Precedent to Effectiveness of
              Sections 2.01 and 2.03.....................................25

SECTION 3.02. Initial Advance to Each Designated Subsidiary..............26

SECTION 3.03. Conditions Precedent to Each Borrowing and Issuance........26

SECTION 3.04. Determinations Under Sections 3.01 and 3.02................27


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Company..............27


                                    ARTICLE V

                            COVENANTS OF THE COMPANY

SECTION 5.01. Affirmative Covenants......................................28

SECTION 5.02. Negative Covenants.........................................31

SECTION 5.03. Financial Covenants........................................34


                                   ARTICLE VI

                                EVENTS OF DEFAULT

SECTION 6.01. Events of Default..........................................34

SECTION 6.02. Actions in Respect of the Letters of Credit upon Default...36


                                   ARTICLE VII

                                    GUARANTY

SECTION 7.01. Guaranty...................................................37

SECTION 7.02. Guaranty Absolute..........................................37

SECTION 7.03. Waivers and Acknowledgments................................38

SECTION 7.04. Subrogation................................................38

SECTION 7.05. Continuing Guaranty; Assignments...........................39


                                  ARTICLE VIII

                                    THE AGENT

SECTION 8.01. Authorization and Action...................................39

SECTION 8.02. Agent's Reliance, Etc......................................40

SECTION 8.03. Citibank and Affiliates....................................40

SECTION 8.04. Lender Credit Decision.....................................40

SECTION 8.05. Indemnification............................................40

SECTION 8.06. Successor Agent............................................41

SECTION 8.07. Sub-Agent..................................................41

SECTION 8.08. Other Agents...............................................41


                                   ARTICLE IX

                                  MISCELLANEOUS

SECTION 9.01. Amendments, Etc............................................42

SECTION 9.02. Notices, Etc...............................................42

SECTION 9.03. No Waiver; Remedies........................................43

SECTION 9.04. Costs and Expenses.........................................43

SECTION 9.05. Right of Set-off...........................................44

SECTION 9.06. Binding Effect.............................................44

SECTION 9.07. Assignments and Participations.............................44

SECTION 9.08. Confidentiality............................................47

SECTION 9.09. Designated Subsidiaries....................................47

SECTION 9.10. Governing Law..............................................47

SECTION 9.11. Execution in Counterparts..................................48

SECTION 9.12. Judgment...................................................48

SECTION 9.13. Jurisdiction, Etc..........................................48

SECTION 9.14. Substitution of Currency....................................3

SECTION 9.15. No Liability Regarding Letters of Credit....................3

SECTION 9.16. Patriot Act Notification....................................3

SECTION 9.17. Waiver of Jury Trial........................................3


<PAGE>


Schedules
---------

Schedule I          - List of Applicable Lending Offices
Schedule 2.01(c)    - Existing Letters of Credit
Schedule 5.02(e)    - Acquisitions
Schedule 5.02(h)    - Subsidiary Debt


Exhibits
--------

Exhibit A           - Form of Note
Exhibit B           - Form of Notice of Borrowing
Exhibit C           - Form of Assignment and Acceptance
Exhibit D-1         - Form of Opinion of Cleary, Gottlieb, Steen & Hamilton
Exhibit D-2         - Form of Opinion of In-House Counsel for the Company
Exhibit E           - Form of Designation Agreement


<PAGE>


                             3-YEAR CREDIT AGREEMENT

                            Dated as of May 10, 2004


                  THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware
corporation (the "Company"), the banks, financial institutions and other
institutional lenders (the "Initial Lenders"), the initial issuing banks (the
"Initial Issuing Banks") and Swing Line Bank (as hereinafter defined) listed on
the signature pages hereof, JPMORGAN CHASE BANK, as Syndication Agent, HSBC BANK
USA, LLOYDS TSB BANK PLC AND UBS AG, STAMFORD BRANCH, as co-documentation
agents, CITIGROUP GLOBAL MARKETS INC., as lead arranger and book manager, and
CITIBANK, N.A. ("Citibank"), as administrative agent (the "Agent") for the
Lenders (as hereinafter defined), 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 Swing Line
         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 10% 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 (a) in the case of Advances
         denominated in Dollars, 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, (b) in
         the case of Advances denominated in any Committed Currency, the account
         of the Sub-Agent designated in writing from time to time by the Agent
         to the Company and the Lenders for such purpose and (c) in any such
         case, such other account of the Agent as is designated in writing from
         time to time by the Agent to the Company and the Lenders for such
         purpose.

                  "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 Eurocurrency Lending Office in the case
         of a Eurocurrency Rate Advance.

                  "Applicable Margin" 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:

         -----------------------------------------------------------------------
           Public Debt Rating   Applicable Margin for    Applicable Margin for
              S&P/Moody's        Base Rate Advances   Eurocurrency Rate Advances
         -----------------------------------------------------------------------
          Level 1
          BBB or Baa2 or above          0.000%                 0.550%
         -----------------------------------------------------------------------
          Level 2
          BBB- and Baa3                 0.000%                 0.650%
         -----------------------------------------------------------------------
          Level 3
          BBB- or Baa3                  0.000%                 0.875%
         -----------------------------------------------------------------------
          Level 4
          BB+ and Ba1                   0.000%                 1.150%
         -----------------------------------------------------------------------
          Level 5
          Lower than Level 4            0.050%                 1.550%
         -----------------------------------------------------------------------

                  "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:

         ------------------------------------------------------------
         Public Debt Rating                       Applicable
             S&P/Moody's                          Percentage
         ------------------------------------------------------------
         Level 1
         BBB or Baa2 or above                      0.200%
         ------------------------------------------------------------
         Level 2
         BBB- and Baa3                             0.225%
         ------------------------------------------------------------
         Level 3
         BBB- or Baa3                              0.250%
         ------------------------------------------------------------
         Level 4
         BB+ and Ba1                               0.350%
         ------------------------------------------------------------
         Level 5
         Lower than Level 4                        0.450%
         ------------------------------------------------------------

                  "Applicable Utilization Fee" means, as of any date that the
         aggregate Advances exceed 50% 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:

         -------------------------------------------------------------
         Public Debt Rating                         Applicable
            S&P/Moody's                          Utilization Fee
         -------------------------------------------------------------
         Level 1
         BBB or Baa2 or above                       0.125%
         -------------------------------------------------------------
         Level 2
         BBB- and Baa3                              0.250%
         -------------------------------------------------------------
         Level 3
         BBB- or Baa3                               0.250%
         -------------------------------------------------------------
         Level 4
         BB+ and Ba1                                0.250%
         -------------------------------------------------------------
         Level 5
         Lower than Level 4                         0.500%
         -------------------------------------------------------------

                  "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.

                  "Available Amount" of any Letter of Credit means, at any time,
         the maximum amount available to be drawn under such Letter of Credit at
         such time (assuming compliance at such time with all conditions to
         drawing), converting all non-Dollar amounts into the Dollar Equivalent
         thereof at such time.

                  "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:

                      (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 an Advance denominated in Dollars
         that bears interest as provided in Section 2.07(a)(i).

                  "Borrower Information" has the meaning specified in Section
          9.08.

                  "Borrowers" means, collectively, the Company and the
          Designated Subsidiaries from time to time.

                  "Borrowing" means a Revolving Credit Borrowing or a Swing Line
         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 Eurocurrency Rate Advances, on
         which dealings are carried on in the London interbank market and banks
         are open for business in London and in the country of issue of the
         currency of such Eurocurrency Rate Advance (or, in the case of an
         Advance denominated in Euros, on which the Trans-European Automated
         Real-Time Gross Settlement Express Transfer (TARGET) System is open).

                  "Commitment" means a Revolving Credit Commitment, Swing Line
         Commitment or a Letter of Credit Commitment.

                  "Committed Currencies" means lawful currency of the United
         Kingdom of Great Britain and Northern Ireland, lawful currency of The
         Swiss Federation, lawful currency of Japan, Euro and any other currency
         requested by the applicable Borrower that can be provided by all
         Lenders.

                  "Committed L/C Currencies" means lawful currency of the United
         Kingdom of Great Britain and Northern Ireland, lawful currency of The
         Swiss Federation, lawful currency of Japan, lawful currency of
         Singapore, lawful currency of Canada, lawful currency of Sweden, lawful
         currency of Denmark, lawful currency of Australia, Euro and any other
         currency requested by the applicable Borrower that can be provided by
         all Issuing Banks.

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

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

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

                  "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 generally accepted accounting principles, recorded as
         capital leases, (f) all obligations, contingent or otherwise, of such
         Person in respect of acceptances, letters of credit or similar
         extensions of credit, (g) all obligations of such Person in respect of
         Hedge Agreements, (h) all Debt of others referred to in clauses (a)
         through (g) above or clause (i) below 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 (i) all Debt referred to in clauses (a) through (h)
         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; provided, however, that the term "Debt"
         shall not include obligations under agreements providing for
         indemnification, deferred purchase price payments or similar
         obligations incurred or assumed in connection with the acquisition or
         disposition of assets or stock, whether by merger or otherwise.

                  "Debt for Borrowed Money" of the Company means, without
         duplication, Debt for money borrowed (including unreimbursed drawings
         under letters of credit) or any capitalized lease obligation, any
         obligation under a purchase money mortgage, conditional sale or other
         title retention agreement or any obligation under notes payable or
         drafts accepted representing extensions of credit, but shall not
         include any Debt in respect of Hedge Agreements.

                  "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.

                  "Designated Subsidiary" means any direct or indirect
         wholly-owned Subsidiary of the Company designated for borrowing
         privileges under this Agreement pursuant to Section 9.09.

                  "Designation Agreement" means, with respect to any Designated
         Subsidiary, an agreement in the form of Exhibit E hereto signed by such
         Designated Subsidiary and the Company.

                  "Dollars" and the "$" sign each means lawful currency of the
         United States of America.

                  "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
         Company and the Agent.

                  "EBITDA" means, 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, (e) non-recurring
         restructuring charges in an amount not to exceed $275,000,000 (up to
         $240,000,000 of which may be cash charges) recorded in the financial
         statements of the Company and its Consolidated Subsidiaries for the
         fiscal quarter ended March 31, 2003 and each of the fiscal periods
         ending June 30, 2003, September 30, 2003, December 31, 2003, March 31,
         2004, June 30, 2004 and September 30, 2004, (f) non-cash, non-recurring
         charges in an amount not to exceed $50,000,000 taken with respect to
         the impairment of the remaining book value of Cab (No. 1) Limited
         (formerly known as Brands Hatch Leisure Limited), Octagon Worldwide
         Limited and Octagon Worldwide Inc. and their respective Subsidiaries,
         (g) all impairment charges taken with respect to capital expenditures
         made on or after January 1, 2003 on behalf of Cab (No. 1) Limited,
         Octagon Worldwide Limited and Octagon Worldwide Inc. and their
         respective Subsidiaries, (h) non-cash, non-recurring goodwill or
         investment impairment charges in an amount not to exceed $300,000,000
         taken in the fiscal periods ending September 30, 2003, December 31,
         2003, March 31, 2004, June 30, 2004 and September 30, 2004, (i)
         payments made by the Company not to exceed $135,000,000 (up to
         $40,000,000 of which may be in cash) relating to the settlement of
         certain litigation matters, (j) $24,800,000 in respect of the early
         repayment by the Company of all amounts outstanding under each of its
         five Note Purchase Agreements with The Prudential Insurance Company of
         America dated as of May 26, 1994, April 28, 1995, October 31, 1996,
         August 19, 1997 and January 21, 1999, respectively, with respect to the
         fiscal quarter ending September 30, 2003, (k) from and after such time
         as the Company adopts the fair value based method of accounting for
         stock-based employee compensation in accordance with Statement of
         Financial Accounting Standards No. 123 and Statement of Financial
         Accounting Standards No. 148, non-cash charges related to such adoption
         and (l) cash payments made by the Company relating to the cash
         consideration paid by the Company not exceeding $160,000,000 in
         connection with the liabilities and obligations of Cab (No. 1) Limited,
         Octagon Worldwide Limited and Octagon Worldwide Inc. and their
         respective Subsidiaries, in each case determined in accordance with
         GAAP for such period minus gain realized by the Company upon the sale
         of NFO Worldwide, Inc. in accordance with GAAP.

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

                  "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
         Lender; and (iii) any other Person approved by the Agent, each Issuing
         Bank and, unless an Event of Default has occurred and is continuing at
         the time any assignment is effected in accordance with Section 9.07,
         the Company, each such approval not to be unreasonably withheld or
         delayed; provided, however, that neither the Company nor an Affiliate
         of the Company shall qualify as an Eligible Assignee.

                  "Equivalent" in Dollars of any Committed Currency or Committed
         L/C Currency on any date means the equivalent in Dollars of such
         currency determined by using the quoted spot rate at which the
         Sub-Agent's principal office in London offers to exchange Dollars for
         such currency in London at approximately 4:00 P.M. (London time)
         (unless otherwise indicated by the terms of this Agreement) on such
         date as is required pursuant to the terms of this Agreement, and the
         "Equivalent" in any Committed Currency or Committed L/C Currency of
         Dollars means the equivalent in such currency of Dollars determined by
         using the quoted spot rate at which the Sub-Agent's principal office in
         London offers to exchange such currency for Dollars in London at
         approximately 4:00 P.M. (London time) (unless otherwise indicated by
         the terms of this Agreement) on such date as is required pursuant to
         the terms of this Agreement.

                  "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 Company's controlled group, or under
         common control with the Company, within the meaning of Section 414 of
         the Internal Revenue Code.

                  "ERISA Event" means (a) 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; (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 Company or any ERISA
         Affiliate in the circumstances described in Section 4062(e) of ERISA;
         (e) the withdrawal by the Company 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.

                  "EURIBO Rate" means, for any Interest Period, the rate per
         annum appearing on Moneyline Telerate Markets Page 248 (or on any
         successor or substitute page, or any successor to or substitute for
         Moneyline Telerate Markets, providing rate quotations comparable to
         those currently provided on such page of Moneyline Telerate Markets, as
         determined by the Agent from time to time for purposes of providing
         quotations of interest rates applicable to deposits in Euro by
         reference to the Banking Federation of the European Union Settlement
         Rates for deposits in Euro) at approximately 10:00 a.m., London time,
         two Business Days prior to the commencement of such Interest Period, as
         the rate for deposits in Euro with a maturity 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 respective rates
         per annum at which deposits in Euros 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 Eurocurrency Rate Advance
         comprising part of such Borrowing to be outstanding during such
         Interest Period and for a period equal to such Interest Period
         (subject, however, to the provisions of Section 2.08).

                  "Euro" means the lawful currency of the European Union as
         constituted by the Treaty of Rome which established the European
         Community, as such treaty may be amended from time to time and as
         referred to in the EMU legislation.

                  "Eurocurrency Lending Office" means, with respect to any
         Lender, the office of such Lender specified as its "Eurocurrency
         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 Company and the Agent.

                  "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.

                  "Eurocurrency Rate" means, for any Interest Period for each
         Eurocurrency Rate Advance comprising part of the same Borrowing, an
         interest rate per annum equal to the rate per annum obtained by
         dividing (a)(i) in the case of any Borrowing denominated in Dollars or
         any Committed Currency other than Euro, the rate per annum (rounded
         upward to the nearest whole multiple of 1/16 of 1% per annum) appearing
         on Moneyline Telerate Markets Page 3750 (or any successor page) as the
         London interbank offered rate for deposits in Dollars or the applicable
         Committed Currency 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 respective rates per annum at which deposits in
         Dollars or the applicable Committed Currency 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 Eurocurrency Rate
         Advance comprising part of such Borrowing to be outstanding during such
         Interest Period and for a period equal to such Interest Period
         (subject, however, to the provisions of Section 2.08) or (ii) in the
         case of any Borrowing denominated in Euro, the EURIBO Rate by (b) a
         percentage equal to 100% minus the Eurocurrency Rate Reserve Percentage
         for such Interest Period.

                  "Eurocurrency Rate Advance" means an Advance denominated in
         Dollars or a Committed Currency that bears interest as provided in
         Section 2.07(a)(ii).

                  "Eurocurrency Rate Reserve Percentage" for any Interest Period
         for all Eurocurrency Rate Advances comprising part of the same
         Borrowing means the reserve percentage 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 Eurocurrency 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.

                  "GAAP" has the meaning specified in Section 1.03.

                  "Guaranteed Obligations" has the meaning specified in Section
          7.01.

                  "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.

                  "Interest Expense" means, for any period, without duplication,
         (i) interest expense (including the interest component on obligations
         under capitalized leases), whether paid or accrued, on all Debt of the
         Company and its Consolidated Subsidiaries and (ii) only for purposes of
         Section 5.03(a)(ii), cash dividends, whether paid or accrued, on any
         preferred stock of the Company that is convertible into common stock of
         the Company within 48 months following the issuance thereof, in each
         case for such period.

                  "Interest Period" means, for each Eurocurrency Rate Advance
         comprising part of the same Borrowing, the period commencing on the
         date of such Eurocurrency Rate Advance or the date of the Conversion of
         any Base Rate Advance into such Eurocurrency Rate Advance and ending on
         the last day of the period selected by any Borrower requesting such
         Borrowing pursuant to the provisions below and, thereafter, with
         respect to Eurocurrency 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 such Borrower
         pursuant to the provisions below. The duration of each such Interest
         Period shall be one, two, three or six months, or nine or twelve months
         if available to all Lenders, as such 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) such Borrower may not select any Interest Period that
                  ends after the Termination Date;

                      (ii) Interest Periods commencing on the same date for
                  Eurocurrency Rate Advances comprising part of the same
                  Borrowing shall be of the same duration;

                     (iii) 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

                      (iv) 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.

                  "Issuing Bank" means an Initial Issuing Bank or any Eligible
         Assignee to which a portion of the Letter of Credit Commitment
         hereunder has been assigned pursuant to Section 9.07 so long as such
         Eligible Assignee expressly agrees to 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 an Issuing Bank and notifies the
         Agent of its Applicable Lending Office (which information shall be
         recorded by the Agent in the Register), for so long as the Initial
         Issuing Bank or Eligible Assignee, as the case may be, shall have a
         Letter of Credit Commitment.

                  "L/C Cash Deposit Account" means an interest bearing cash
         deposit account to be established and maintained by the Agent, over
         which the Agent shall have sole dominion and control, upon terms as may
         be satisfactory to the Agent.

                  "L/C Related Documents" has the meaning specified in Section
         2.06(c)(i).

                  "Lenders" means the Initial Lenders, each Swing Line Bank,
         each Issuing Bank and each Person that shall become a party hereto
         pursuant to Section 9.07.

                  "Letter of Credit" has the meaning specified in Section
         2.01(c).

                  "Letter of Credit Agreement" has the meaning specified in
         Section 2.03(a).

                  "Letter of Credit Commitment" means, with respect to each
         Issuing Bank, the obligation of such Issuing Bank to issue Letters of
         Credit to any Borrower in (a) the amount set forth opposite the Issuing
         Bank's name on the signature pages hereto under the caption "Letter of
         Credit Commitment" or (b) if such Issuing Bank has entered into one or
         more Assignment and Acceptances, the amount set forth for such Issuing
         Bank in the Register maintained by the Agent pursuant to Section
         9.07(d) as such Issuing Bank's "Letter of Credit Commitment", in each
         case as such amount may be reduced prior to such time pursuant to
         Section 2.05.

                  "Letter of Credit Facility" means, at any time, an amount
         equal to the least of (a) the aggregate amount of the Issuing Banks'
         Letter of Credit Commitments at such time, (b) $200,000,000 and (c) the
         aggregate amount of the Revolving Credit Commitments, as such amount
         may be reduced at or prior to such time pursuant to Section 2.05.

                  "Lien" means any lien, security interest or other charge or
         encumbrance of any kind, or any other type of preferential arrangement,
         including, without limitation, the lien or retained security title of a
         conditional vendor and the assignment of the right to receive income.

                  "Loan Document" means this Agreement, the Notes, if any, and
         the other L/C Related Documents.

                  "Material Adverse Change" means any material adverse change in
         the business, financial condition or results of operations of the
         Company and its Consolidated Subsidiaries taken as a whole.

                  "Material Adverse Effect" means a material adverse effect on
         (a) the business, financial condition or results of operations of the
         Company and its Consolidated Subsidiaries taken as a whole, (b) the
         rights and remedies of the Agent or any Lender under this Agreement or
         any other Loan Document or (c) the ability of the Company to perform
         its obligations under this Agreement or any other Loan Document.

                  "Material Subsidiary" means each Consolidated Subsidiary of
         the Company organized in the United States or any political subdivision
         thereof that had, as of the end of the most recently ended fiscal year,
         aggregate revenues for such fiscal year equal to at least $25,000,000.

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

                  "Multiemployer Plan" means a multiemployer plan, as defined in
         Section 4001(a)(3) of ERISA, to which the Company 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, subject to Title IV of ERISA
         that (a) is maintained for employees of the Company or any ERISA
         Affiliate and at least one Person other than the Company and the ERISA
         Affiliates or (b) was so maintained and in respect of which the Company
         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.

                  "Note" means a promissory note of any 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 hereto, evidencing the
         aggregate indebtedness of such Borrower to such Lender resulting from
         the Advances made by such Lender to such Borrower.

                  "Notice of Issuance" has the meaning specified in Section
         2.03(a).

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

                  "Notice of Swing Line Borrowing" has the meaning specified in
        Section 2.02(b).

                  "Payment Office" means, for any Committed Currency or
         Committed L/C Currency, such office of Citibank as shall be from time
         to time selected by the Agent and notified by the Agent to the Company
         and the Lenders.

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

                  "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 lowest 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 Company. 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 Public Debt Rating announced by either S&P or Moody's; (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 Margin", "Applicable Percentage" or
         "Applicable Utilization Fee", as the case may be; (c) if such 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 of such ratings, except
         that, in the event that (x) the lower of such ratings is more than one
         level below the higher of such ratings or (y) the lower of such ratings
         is below investment grade and the higher of such ratings is investment
         grade, the Applicable Margin, the Applicable Percentage and the
         Applicable Utilization Fee shall be based upon the level immediately
         above the lower of such ratings; (d) if any such 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" of any amount means, with respect to any
         Lender at any time, the product of (a) a fraction the numerator of
         which is the amount of such Lender's Revolving Credit Commitment at
         such time and the denominator of which is the aggregate Revolving
         Credit Commitments at such time and (b) such amount.

                  "Reference Banks" means Citibank, HSBC Bank USA and JPMorgan
         Chase Bank.

                  "Register" has the meaning specified in Section 9.07(d).

                  "Required Lenders" means at any time Lenders owed at least a
         majority in interest of the then aggregate outstanding principal amount
         (based on the Equivalent in Dollars at such time) of the Revolving
         Credit Advances, or, if no such principal amount is then outstanding,
         Lenders having at least a majority in amount of the Revolving Credit
         Commitments.

                  "Revolving Credit Advance" means an Advance by a Lender to any
         Borrower as part of a Revolving Credit Borrowing and refers to a Base
         Rate Advance or a Eurocurrency 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 Sections 2.01(a) or 2.03(c).

                  "Revolving Credit Commitment" means as to any Lender the
         obligation of such Lender to make Revolving Credit Advances to any
         Borrower in (a) the Dollar 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 Dollar amount set forth for such Lender in the Register
         maintained by the Agent pursuant to Section 9.07(d), as such amount may
         be reduced pursuant to Section 2.05.

                  "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, subject to Title IV of ERISA
         that (a) is maintained for employees of the Company or any ERISA
         Affiliate and no Person other than the Company and the ERISA Affiliates
         or (b) was so maintained and in respect of which the Company or any
         ERISA Affiliate could have liability under Section 4069 of ERISA in the
         event such plan has been or were to be terminated.

                  "SPC" has the meaning specified in Section 9.07(f) hereto.

                  "Sub-Agent" means Citibank International plc.

                  "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 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.

                  "Swing Line Advance" means an Advance in Dollars made by any
         Swing Line Bank to any Borrower as part of a Swing Line Borrowing
         pursuant to Section 2.01(b) or by any Lender pursuant to Section
         2.02(b).

                  "Swing Line Bank" means Citibank and any other Lender that
         expressly agrees in a writing delivered to the Company and the Agent to
         perform in accordance with all of the obligations that, by the terms of
         this Agreement, are required to be performed by such Lender as a Swing
         Line Bank.

                  "Swing Line Borrowing" means a borrowing consisting of a Swing
         Line Advance made by any Swing Line Bank.

                  "Swing Line Commitment" means with respect to any Swing Line
         Bank at any time the amount set forth opposite such Swing Line Bank's
         name on the signature pages hereof, as such amount may be increased,
         terminated or reduced, as the case may be, at or prior to such time
         pursuant to Section 2.05.

                  "Swing Line Facility" has the meaning specified in Section
         2.01(b).

                  "Termination Date" means the earlier of (a) May 9, 2007 and
         (b) the date of termination in whole of the Commitments pursuant to
         Section 2.05 or 6.01.

                  "Unissued Letter of Credit Commitment" means, with respect to
         any Issuing Bank, the obligation of such Issuing Bank to issue Letters
         of Credit to any Borrower in an amount (converting all non-Dollar
         amounts into the then Dollar Equivalent thereof) equal to the excess of
         (a) the amount of its Letter of Credit Commitment over (b) the
         aggregate Available Amount of all Letters of Credit issued by such
         Issuing Bank.

                  "Unused Commitment" means, with respect to each Lender at any
         time, (a) the amount of such Lender's Revolving Credit Commitment at
         such time minus (b) the sum of (i) the aggregate principal amount of
         all Revolving Credit Advances (based in respect of any Revolving Credit
         Advances denominated in a Committed Currency or the Equivalent in
         Dollars at such time) made by such Lender (in its capacity as a Lender)
         and outstanding at such time, plus (ii) such Lender's Ratable Share of
         (A) the aggregate principal amount of all Swing Line Advances then
         outstanding and (B) the aggregate Available Amount of all the Letters
         of Credit outstanding at such time.

                  "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 referred to in Section 4.01(e) ("GAAP"), as amended
by the Company's adoption of the fair value based method of accounting for
stock-based employee compensation in accordance with Statement of Financial
Accounting Standards No. 123 and Statement of Financial Accounting Standards No.
148.

                                   ARTICLE II

             AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT

                  SECTION 2.01. The Advances. (a) Revolving Credit Advances.
Each Lender severally agrees, on the terms and conditions hereinafter set forth,
to make Revolving Credit Advances to any Borrower from time to time on any
Business Day during the period from the Effective Date until the Termination
Date in an aggregate amount (based in respect of any Revolving Credit Advances
to be denominated in a Committed Currency on the Equivalent in Dollars
determined on the date of delivery of the applicable Notice of Borrowing) for
all Borrowers not to exceed such Lender's Unused Commitment. Each Borrowing
shall be in an aggregate amount of $5,000,000 or an integral multiple of
$100,000 in excess thereof in the case of Revolving Credit Advances denominated
in Dollars and the Equivalent of $5,000,000 or an integral multiple of $100,000
in excess thereof in the case of Revolving Credit Advances denominated in any
Committed Currency (determined on the date of the applicable Notice of
Borrowing) 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 Revolving Credit
Commitment, any Borrower may borrow under this Section 2.01(a), prepay pursuant
to Section 2.10 and reborrow under this Section 2.01(a).

                  (b) Swing Line Advances. Each Swing Line Bank severally
agrees, on the terms and conditions hereinafter set forth, to make Swing Line
Advances to any Borrower from time to time on any Business Day during the period
from the Effective Date until the Termination Date (i) in an aggregate amount of
Swing Line Advances made by all Swing Line Banks to all Borrowers not to exceed
at any time outstanding $5,000,000 (the "Swing Line Facility") and (ii) in an
amount not to exceed the Unused Commitments of the Lenders on such Business Day.
No Swing Line Advance shall be used for the purpose of funding the payment of
principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in
an amount of $500,000 or an integral multiple of $10,000 in excess thereof and
shall consist of a Base Rate Advance. Within the limits of the Swing Line
Facility and within the limits referred to in clause (ii) above, any Borrower
may borrow under this Section 2.01(b), prepay pursuant to Section 2.10 and
reborrow under this Section 2.01(b).

                  (c) Letters of Credit. Each Issuing Bank agrees, on the terms
and conditions hereinafter set forth, to issue letters of credit (each, a
"Letter of Credit") for the account of any Borrower from time to time on any
Business Day during the period from the Effective Date until 30 days before the
Termination Date (i) in an aggregate Available Amount for all Letters of Credit
issued by all Issuing Banks not to exceed at any time the Letter of Credit
Facility at such time, (ii) in an amount for each Issuing Bank (converting all
non-Dollar amounts into the then Dollar Equivalent thereof) not to exceed the
amount of such Issuing Banks' Letter of Credit Commitment at such time and (iii)
in an amount for each such Letter of Credit (converting all non-Dollar amounts
into the then Dollar Equivalent thereof) not to exceed an amount equal to the
Unused Commitments of the Lenders at such time. Each Letter of Credit shall be
in an amount of $25,000 (or the Equivalent thereof in any Committed L/C
Currency) or any integral multiple of $1,000 in excess thereof. No Letter of
Credit shall have an expiration date (including all rights of any Borrower or
the beneficiary to require renewal) later than the earlier of (x) 15 days prior
to the Termination Date or (y) the date that is one year after the issuance
thereof; provided that any Letter of Credit which provides for automatic
one-year extension(s) of such expiration date shall be deemed to comply with the
foregoing requirement if the Issuing Bank has the unconditional right to prevent
any such automatic extension from taking place. Within the limits referred to
above, any Borrower may request the issuance of Letters of Credit under this
Section 2.01(c), repay any Advances resulting from drawings thereunder pursuant
to Section 2.03(c) and request the issuance of additional Letters of Credit
under this Section 2.01(c); provided that such Borrower shall only request
Letters of Credit to be issued by Citibank at any time hereunder. Each letter of
credit listed on Schedule 2.01(c) shall be deemed to constitute a Letter of
Credit issued hereunder, and each Lender that is an issuer of such a Letter of
Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for
each such letter of credit, provided that all such letters of credit shall be
permitted to expire on their respective expiration dates as in effect on the
date of this Agreement (and the respective Issuing Banks are permitted to take
such steps under such letters of credit which have automatic renewal or
extension provisions to prevent such automatic renewals or extensions from
occurring) and any replacement of any such letter of credit shall be issued by
Citibank pursuant to the terms of this Agreement. The terms "issue", "issued",
"issuance" and all similar terms, when applied to a Letter of Credit, shall
include any renewal, extension or amendment thereof.

                  SECTION 2.02. Making the Advances. (a) Except as otherwise
provided in Section 2.02(b) or Section 2.03(a) and except with respect to
Advances made pursuant to Section 2.03(c), each Revolving Credit Borrowing shall
be made on notice, given not later than (x) 10:00 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 Eurocurrency
Rate Advances denominated in Dollars, (y) 4:00 P.M. (London 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 Eurocurrency Rate Advances
denominated in any Committed Currency, or (z) 12:00 noon (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 any Borrower to the Agent
(and, in the case of a Revolving Credit Borrowing consisting of Eurocurrency
Rate Advances, simultaneously to the Sub-Agent), which shall give to each Lender
prompt notice thereof by facsimile. Each such notice of a Revolving Credit
Borrowing (a "Notice of Revolving Credit Borrowing") shall be by telephone,
confirmed immediately in writing, or facsimile in substantially the form of
Exhibit B 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 Eurocurrency Rate
Advances, initial Interest Period and currency for each such Advance; provided,
however, that if any such notice shall fail to specify a currency, Dollars shall
be deemed to have been specified. Each Lender shall, before 2:00 P.M. (New York
City time) on the date of such Revolving Credit Borrowing, in the case of a
Revolving Credit Borrowing consisting of Revolving Credit Advances denominated
in Dollars, and before 4:00 P.M. (London time) on the date of such Revolving
Credit Borrowing, in the case of a Revolving Credit Borrowing consisting of
Eurocurrency Rate Advances denominated in any Committed Currency, make available
for the account of its Applicable Lending Office to the Agent at the applicable
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 applicable Borrower requesting the
Revolving Credit Borrowing at the Agent's address referred to in Section 9.02
or, in the case of a Revolving Credit Borrowing in a Committed Currency, at the
applicable Payment Office, as the case may be; provided, however, that the Agent
shall first make a portion of such funds equal to the aggregate principal amount
of any Swing Line Advances made by the Swing Line Banks and outstanding on the
date of such Revolving Credit Borrowing, plus interest accrued and unpaid
thereon to and as of such date, available to the Swing Line Banks for repayment
of such Swing Line Advances.

                  (b) Each Swing Line Borrowing shall be made on notice, given
not later than 3:00 P.M. (New York City time) on the date of the proposed Swing
Line Borrowing by the applicable Borrower to each Swing Line Bank and the Agent,
of which the Agent shall give prompt notice to the Lenders. Each such notice of
a Swing Line Borrowing (a "Notice of Swing Line Borrowing") shall be by
telephone, confirmed at once in writing, or facsimile, specifying therein the
requested (i) date of such Borrowing, (ii) amount of such Borrowing and (iii)
maturity of such Borrowing (which maturity shall be no later than the tenth
Business Day after the requested date of such Borrowing. Each Swing Line Bank
shall, before 5:00 P.M. (New York City time) on the date of such Swing Line
Borrowing, make such Swing Line Bank's ratable portion of such Swing Line
Borrowing available (based on the respective Swing Line Commitments of the Swing
Line Banks) to the Agent at the Agent's Account, in same day funds in Dollars.
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 applicable Borrower at the Agent's address referred to in Section 9.02. The
principal amount of any Swing Line Borrowing made pursuant to this Section
2.02(b) shall accrue interest at the Base Rate and shall be for the account of
the Swing Line Bank from the date such funds are made available to such Borrower
to the date on which each other Lender purchases from such Swing Line Bank and
such Swing Line Bank sells and assigns to each such other Lender such other
Lender's Ratable Share of such outstanding Swing Line Advance pursuant to the
immediately following sentence of this Section 2.02(b). Upon written demand by
any Swing Line Bank with a Swing Line Advance, with a copy of such demand to the
Agent, each other Lender will purchase from such Swing Line Bank, and such Swing
Line Bank shall sell and assign to each such other Lender, such other Lender's
Ratable Share of such outstanding Swing Line Advance, by making available for
the account of its Applicable Lending Office to the Agent for the account of
such Swing Line Bank, by deposit or transfer to the Agent's Account, in same day
funds, an amount equal to the portion of the outstanding principal amount of
such Swing Line Advance to be purchased by such Lender. Each Borrower hereby
agrees to each such sale and assignment. Each Lender agrees to purchase its
Ratable Share of an outstanding Swing Line Advance on (i) the Business Day on
which demand therefor is made by the Swing Line Bank which made such Advance,
provided that notice of such demand is given not later than 11:00 A.M. (New York
City time) on such Business Day or (ii) the first Business Day next succeeding
such demand if notice of such demand is given after such time. Upon any such
assignment by a Swing Line Bank to any other Lender of a portion of a Swing Line
Advance, such Swing Line Bank represents and warrants to such other Lender that
such Swing Line Bank is the legal and beneficial owner of such interest being
assigned by it, but makes no other representation or warranty and assumes no
responsibility with respect to such Swing Line Advance, this Agreement, any
Notes or any Borrower. If and to the extent that any Lender shall not have so
made the amount of such Swing Line Advance available to the Agent, such Lender
agrees to pay to the Agent forthwith on demand such amount together with
interest thereon, for each day from the date such Lender is required to have
made such amount available to the Agent until the date such amount is paid to
the Agent, at the Federal Funds Rate. If such Lender shall pay to the Agent such
amount for the account of such Swing Line Bank on any Business Day, such amount
so paid in respect of principal shall constitute a Swing Line Advance made by
such Lender on such Business Day for purposes of this Agreement, and the
outstanding principal amount of the Swing Line Advance made by such Swing Line
Bank shall be reduced by such amount on such Business Day.

                  (c) Anything in subsection (a) above to the contrary
notwithstanding, (i) no Borrower may select Eurocurrency Rate Advances for any
Revolving Credit Borrowing if the aggregate amount of such Borrowing is less
than $5,000,000 (or the Equivalent thereof in a Committed Currency) or if the
obligation of the applicable Lenders to make Eurocurrency Rate Advances shall
then be suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurocurrency
Rate Advances may not be outstanding as part of more than twenty separate
Borrowings.

                  (d) Each Notice of Revolving Credit Borrowing and each Notice
of Swing Line Borrowing of any Borrower shall be irrevocable and binding on such
Borrower. In the case of any Revolving Credit Borrowing that the related Notice
of Revolving Credit Borrowing specifies is to be comprised of Eurocurrency Rate
Advances, the applicable Borrower requesting such Revolving Credit Borrowing
shall indemnify each applicable 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 Advance to be made by such
Lender as part of such Revolving Credit Borrowing when such Advance, as a result
of such failure, is not made on such date.

                  (e) Unless the Agent shall have received notice from an
applicable Lender prior to the time of any Revolving Credit Borrowing, except
with respect to Borrowings pursuant to Section 2.03(c), or any Swing Line
Borrowing, as the case may be, that such Lender will not make available to the
Agent such Lender's ratable portion of such Revolving Credit Borrowing or Swing
Line Borrowing, as the case may be, the Agent may assume that such Lender has
made such portion available to the Agent on the date of such Revolving Credit
Borrowing or Swing Line Borrowing, as the case may be, in accordance with
subsection (a) or (b) of this Section 2.02 and the Agent may, in reliance upon
such assumption, make available to the applicable Borrower proposing the
Borrowing 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 such 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 such Borrower until the date such
amount is repaid to the Agent, at (i) in the case of such Borrower, the higher
of (A) the interest rate applicable at the time to the Advances comprising such
Borrowing and (B) the cost of funds incurred by the Agent in respect of such
amount and (ii) in the case of such Lender, (A) the Federal Funds Rate in the
case of Advances denominated in Dollars or (B) the cost of funds incurred by the
Agent in respect of such amount in the case of Advances denominated in Committed
Currencies. 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 or the Swing Line Bank's Swing Line
Advance as part of such Swing Line Borrowing for purposes of this Agreement.

                  (f) The failure of any applicable Lender or Swing Line Bank to
make the Revolving Credit Advance, except Advances made pursuant to Section
2.03(c), or Swing Line Advance, as the case may be, to be made by it as part of
any Borrowing shall not relieve any other Lender or Swing Line Bank of its
obligation, if any, hereunder to make its Revolving Credit Advance or Swing Line
Advance on the date of such Revolving Credit Borrowing or Swing Line Borrowing,
as the case may be, but no Lender or Swing Line Bank shall be responsible for
the failure of any other Lender or Swing Line Bank to make the Revolving Credit
Advance or Swing Line Advance to be made by such other Lender or Swing Line Bank
on the date of any Revolving Credit Borrowing or Swing Line Borrowing, as the
case may be.

                  SECTION 2.03. Issuance of and Drawings and Reimbursement Under
Letters of Credit. (a) Request for Issuance. Each Letter of Credit shall be
issued upon notice, given not later than 11:00 A.M. (New York City time) on the
fifth Business Day prior to the date of the proposed issuance of such Letter of
Credit (or on such shorter notice as the applicable Issuing Bank may agree), by
any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent,
prompt notice thereof by facsimile. Each such notice of issuance of a Letter of
Credit (a "Notice of Issuance") shall be by telephone, confirmed immediately in
writing, or facsimile, specifying therein the requested (i) date of such
issuance (which shall be a Business Day), (ii) Available Amount and currency of
such Letter of Credit, (iii) expiration date of such Letter of Credit (which
shall not be later than the earlier of (x) 15 days prior to the Termination Date
or (y) the date that is one year after the issuance thereof; provided that any
Letter of Credit which provides for automatic one-year extension(s) of such
expiration date shall be deemed to comply with the foregoing requirement if the
Issuing Bank has the unconditional right to prevent any such automatic extension
from taking place and each Issuing Bank hereby agrees to exercise such right to
prevent any such automatic extension for each Letter of Credit outstanding after
the Termination Date), (iv) name and address of the beneficiary of such Letter
of Credit and (v) form of such Letter of Credit, and shall be accompanied by
such customary application and agreement for letter of credit as such Issuing
Bank may specify to the applicable Borrower requesting such issuance for use in
connection with such requested Letter of Credit (a "Letter of Credit
Agreement"). If the requested form of such Letter of Credit is acceptable to
such Issuing Bank in its sole discretion, such Issuing Bank will, upon
fulfillment of the applicable conditions set forth in Article III, make such
Letter of Credit available to the applicable Borrower requesting such issuance
at its office referred to in Section 9.02 or as otherwise agreed with such
Borrower in connection with such issuance. In the event and to the extent that
the provisions of any Letter of Credit Agreement shall conflict with this
Agreement, the provisions of this Agreement shall govern.

                  (b) Participations. By the issuance of a Letter of Credit (or
an amendment to a Letter of Credit increasing the amount thereof) and without
any further action on the part of the applicable Issuing Bank or the Lenders,
such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires
from such Issuing Bank, a participation in such Letter of Credit equal to such
Lender's Ratable Share of the Available Amount of such Letter of Credit. Each
Borrower hereby agrees to each such participation. In consideration and in
furtherance of the foregoing, each Lender hereby absolutely and unconditionally
agrees to pay to the Agent, for the account of such Issuing Bank, such Lender's
Ratable Share of each drawing made under a Letter of Credit funded by such
Issuing Bank and not reimbursed by the applicable Borrower on the date made, or
of any reimbursement payment required to be refunded to any Borrower for any
reason. Each Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or
termination of the Revolving Credit Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction
whatsoever. Each Lender further acknowledges and agrees that its participation
in each Letter of Credit will be automatically adjusted to reflect such Lender's
Ratable Share of the Available Amount of such Letter of Credit at each time such
Lender's Revolving Credit Commitment is amended pursuant to an assignment in
accordance with Section 9.07 or otherwise pursuant to this Agreement.

                  (c) Drawing and Reimbursement. The payment by an Issuing Bank
of a draft drawn under any Letter of Credit shall constitute for all purposes of
this Agreement the making by any such Issuing Bank of a Revolving Credit Advance
(and shall be made whether or not the conditions set forth in Section 3.03 have
been satisfied; it being understood that no representations or warranties shall
be made or deemed made by any Borrower in connection with such drawing), which,
in the case of a Letter of Credit denominated in Dollars, shall be a Base Rate
Advance, in the amount of such draft or, in the case of a Letter of Credit
denominated in any currency other than Dollars, shall be a Base Rate Advance in
the Equivalent in Dollars on the date such draft is paid. Each Issuing Bank
shall give prompt notice (and such Issuing Bank will use its commercially
reasonable efforts to deliver such notice within one Business Day) of each
drawing under any Letter of Credit issued by it to the Company, the applicable
Borrower (if not the Company) and the Agent. Upon written demand by such Issuing
Bank, with a copy of such demand to the Agent and the Company, each Lender shall
pay to the Agent such Lender's Ratable Share of such outstanding Advance, by
making available for the account of its Applicable Lending Office to the Agent
for the account of such Issuing Bank, by deposit to the Agent's Account, in same
day funds, an amount equal to the portion of the outstanding principal amount of
such Advance to be funded by such Lender. Each Lender acknowledges and agrees
that its obligation to make such Advances pursuant to this paragraph in respect
of Letters of Credit is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including any amendment, renewal or extension of
any Letter of Credit or the occurrence and continuance of a Default or reduction
or termination of the Revolving Credit Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction
whatsoever. Promptly after receipt thereof, the Agent shall transfer such funds
to such Issuing Bank. Each Lender agrees to fund its Ratable Share of any such
outstanding Advance on (i) the Business Day on which demand therefor is made by
such Issuing Bank, provided that notice of such demand is given not later than
11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business
Day next succeeding such demand if notice of such demand is given after such
time. If and to the extent that any Lender shall not have so made the amount of
such Advance available to the Agent, such Lender agrees to pay to the Agent
forthwith on demand such amount together with interest thereon, for each day
from the date of demand by any such Issuing Bank until the date such amount is
paid to the Agent, at the Federal Funds Rate for its account or the account of
such Issuing Bank, as applicable. If such Lender shall pay to the Agent such
amount for the account of any such Issuing Bank on any Business Day, such amount
so paid in respect of principal shall constitute a Revolving Credit Advance made
by such Lender on such Business Day for purposes of this Agreement, and the
outstanding principal amount of such Advance made by such Issuing Bank shall be
reduced by such amount on such Business Day.

                  (d) Letter of Credit Reports. Each Issuing Bank shall furnish
(A) to the Agent and each Lender on the first Business Day of each month a
written report summarizing issuance and expiration dates of Letters of Credit
during the preceding month and drawings during such month under all Letters of
Credit and (B) to the Agent and each Lender (with a copy to the Company) on the
first Business Day of each calendar quarter a written report setting forth the
average daily aggregate Available Amount during the preceding calendar quarter
of all Letters of Credit.

                  (e) Failure to Make Advances. The failure of any Lender to
make the Advance to be made by it on the date specified in Section 2.03(c) shall
not relieve any other Lender of its obligation hereunder to make its Advance on
such date, but no Lender shall be responsible for the failure of any other
Lender to make the Advance to be made by such other Lender on such date.

                  SECTION 2.04. Fees. (a) Facility Fee. The Company 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 June 30,
2004, and on the Termination Date.

                  (b) Letter of Credit Fees. (i) Each Borrower shall pay to the
Agent for the account of each Lender a commission on such Lender's Ratable Share
of the average daily aggregate Available Amount of all Letters of Credit issued
at the request of such Borrower and outstanding from time to time at a rate per
annum equal to the Applicable Margin for Eurocurrency Rate Advances in effect
from time to time during such calendar quarter, payable in arrears quarterly on
the third Business Day after the last day of each March, June, September and
December, commencing with the quarter ended June 30, 2004, and on the
Termination Date payable upon demand; provided that the Applicable Margin shall
be 2% above the Applicable Margin in effect upon the occurrence and during the
continuation of an Event of Default if the Borrowers are required to pay default
interest pursuant to Section 2.07(b).

                  (ii) Each Borrower shall pay to each Issuing Bank for its own
account a fee on the aggregate Available Amount of all Letters of Credit issued
by such Issuing Bank at the request of such Borrower and outstanding from time
to time during each calendar quarter at a rate per annum equal to 0.125% payable
in arrears quarterly on the third Business Day after the last day of each March,
June, September and December, commencing with the quarter ended June 30, 2004,
and on the Termination Date payable upon demand.

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

                  SECTION 2.05. Optional Termination or Reduction of the
Commitments. The Company shall have the right, upon at least three Business
Days' notice to the Agent, to permanently terminate in whole or reduce ratably
in part the unused portions of the respective Commitments of the Lenders,
provided that, in the case of Revolving Credit Commitments, each partial
reduction shall be in the aggregate amount of $5,000,000 or an integral multiple
of $100,000 in excess thereof, and, in the case of Swing Line Commitments, each
partial reduction shall be in the aggregate amount of $500,000 or an integral
multiple of $10,000 in excess thereof.

                  SECTION 2.06. Repayment. (a) Revolving Credit Advances. Each
Borrower shall repay to the Agent for the ratable account of the Lenders on the
Termination Date the aggregate principal amount of the Revolving Credit Advances
then outstanding.

                  (b) Swing Line Advances. Each Borrower shall repay to the
Agent for the account of the Swing Line Banks and each other Lender which has
made a Swing Line Advance the outstanding principal amount of each Swing Line
Advance made by each of them by no later than the earlier of (i) the tenth
Business Day after the requested date of such Borrowing and (ii) the Termination
Date.

                  (c) Letter of Credit Reimbursements. The obligation of any
Borrower under this Agreement, any Letter of Credit Agreement and any other
agreement or instrument, in each case, to repay any Advance that results from
payment of a drawing under a Letter of Credit shall be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement, such Letter of Credit Agreement and such other agreement or
instrument under all circumstances, including, without limitation, the following
circumstances (it being understood that any such payment by a Borrower is
without prejudice to, and does not constitute a waiver of, any rights such
Borrower might have or might acquire as a result of the payment by any Lender of
any draft or the reimbursement by such Borrower thereof):

                  (i) any lack of validity or enforceability of this Agreement,
         any Note, any Letter of Credit Agreement, any Letter of Credit or any
         other agreement or instrument relating thereto (all of the foregoing
         being, collectively, the "L/C Related Documents");

                 (ii) any change in the time, manner or place of payment of any
         Letter of Credit;

                (iii) the existence of any claim, set-off, defense or other
         right that any Borrower may have at any time against any beneficiary
         or any transferee of a Letter of Credit (or any Persons for which any
         such beneficiary or any such transferee may be acting), any Issuing
         Bank, the Agent, any Lender or any other Person, whether in connection
         with the transactions contemplated by the L/C Related Documents or any
         unrelated transaction;

                 (iv) any statement or any other document presented under a
         Letter of Credit proving to be forged, fraudulent or invalid in any
         respect or any statement therein being untrue or inaccurate in any
         respect;

                  (v) payment by any Issuing Bank under a Letter of Credit
         against presentation of a draft or certificate that does not
         substantially comply with the terms of such Letter of Credit;

                 (vi) any exchange, release or non-perfection of any collateral,
         or any release or amendment or waiver of or consent to departure from
         any guarantee, for all or any of the obligations of any Borrower in
         respect of the L/C Related Documents; or

                (vii) any other circumstance or happening whatsoever, whether or
         not similar to any of the foregoing that might, but for the provisions
         of this Section, constitute a legal or equitable discharge of any
         Borrower's obligations hereunder.

                  SECTION 2.07. Interest on Advances. (a) Scheduled Interest.
Each Borrower shall pay interest on the unpaid principal amount of each
Revolving Credit Advance and Swing Line Advance made to it and owing to each
Lender from the date of such Revolving Credit Advance or Swing Line Advance, as
the case may be, until such principal amount shall be paid in full, at the
following rates per annum:

                  (i) Base Rate Advances. During such periods as such Revolving
         Credit Advance is a Base Rate Advance and for each Swing Line 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, if any, 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 or
         Swing Line Advance is paid in full.

                 (ii) Eurocurrency Rate Advances. During such periods as such
         Advance is a Eurocurrency Rate Advance, a rate per annum equal at all
         times during each Interest Period for such Advance to the sum of (x)
         the Eurocurrency Rate for such Interest Period for such Advance plus
         (y) the Applicable Margin in effect from time to time plus (z) the
         Applicable Utilization Fee, if any, 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
         Eurocurrency 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 Borrowers shall
pay interest on (i) the unpaid principal amount of each 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 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.

                  SECTION 2.08. Interest Rate Determination. (a) Each Reference
Bank agrees to furnish to the Agent timely information for the purpose of
determining each Eurocurrency 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 Company 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 Eurocurrency Rate Advances, the
Required Lenders notify the Agent that (i) they are unable to obtain matching
deposits in the London inter-bank market at or about 11:00 A.M. (London time) on
the second Business Day before the making of a Revolving Credit Borrowing in
sufficient amounts to fund their respective Advances as a part of such Borrowing
during its Interest Period or (ii) the Eurocurrency 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 Eurocurrency Rate Advances
for such Interest Period, the Agent shall forthwith so notify the Company and
the Lenders, whereupon (A) the applicable Borrower of such Eurocurrency Advances
will, on the last day of the then existing Interest Period therefor, (1) if such
Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such
Advances or (y) Convert such Advances into Base Rate Advances and (2) if such
Eurocurrency Rate Advances are denominated in any Committed Currency, either (x)
prepay such Advances or (y) redenominate such Advances into an Equivalent amount
of Dollars and Convert such Advances into Base Rate Advances and (B) the
obligation of the Lenders to make, or to Convert Advances into, Eurocurrency
Rate Advances shall be suspended until the Agent shall notify the Company and
the Lenders that the circumstances causing such suspension no longer exist.

                  (c) If any Borrower shall fail to select the duration of any
Interest Period for any Eurocurrency Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Agent will forthwith so notify such Borrower and the Lenders and such Advances
will automatically, on the last day of the then existing Interest Period
therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars,
Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are
denominated in a Committed Currency, be redenominated into an Equivalent amount
of Dollars and be Converted into Base Rate Advances.

                  (d) On the date on which the aggregate unpaid principal amount
of Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be
reduced, by payment or prepayment or otherwise, to less than $5,000,000 (or the
Equivalent thereof in any Committed Currency), 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 Eurocurrency Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
(A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted
into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is
denominated in any Committed Currency, be redenominated into an Equivalent
amount of Dollars and be Converted into a Base Rate Advance and (ii) the
obligation of the Lenders to make, or to Convert Advances into, Eurocurrency
Rate Advances shall be suspended.

                  (f) If Moneyline Telerate Markets Page 3750 is unavailable and
fewer than two Reference Banks furnish timely information to the Agent for
determining the Eurocurrency Rate for any Eurocurrency Rate Advances,

                  (i) the Agent shall forthwith notify the Company and the
         Lenders that the interest rate cannot be determined for such
         Eurocurrency Rate Advances,

                 (ii) with respect to Eurocurrency Rate Advances, each such
         Advance will automatically, on the last day of the then existing
         Interest Period therefor, (A) if such Eurocurrency Rate Advance
         is denominated in Dollars, be prepaid by the applicable Borrower
         or be automatically Converted into a Base Rate Advance and (B) if
         such Eurocurrency Rate Advance is denominated in any Committed
         Currency, be prepaid by the applicable Borrower or be
         automatically redenominated into an Equivalent amount of Dollars
         and be Converted into a Base Rate Advance, and

                (iii) the obligation of the Lenders to make Eurocurrency
         Rate Advances or to Convert Base Rate Advances into Eurocurrency
         Rate Advances shall be suspended until the Agent shall notify the
         Company and the Lenders that the circumstances causing such
         suspension no longer exist.

                  SECTION 2.09. Optional Conversion of Revolving Credit
Advances. Each Borrower of any Revolving Credit Advance 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 or any part of such
Advances denominated in Dollars of one Type comprising the same Borrowing into
Advances denominated in Dollars of the other Type; provided, however, that any
Conversion of Eurocurrency Rate Advances into Base Rate Advances shall be made
only on the last day of an Interest Period for such Eurocurrency Rate Advances,
any Conversion of Base Rate Advances into Eurocurrency Rate Advances shall be in
an amount not less than the minimum amount specified in Section 2.02(c) and no
Conversion of any such Advances shall result in more separate Borrowings than
permitted under Section 2.02(c). Each such notice of a Conversion shall, within
the restrictions specified above, specify (i) the date of such Conversion, (ii)
the Dollar denominated Revolving Credit Advances to be Converted, and (iii) if
such Conversion is into Eurocurrency Rate Advances, the duration of the initial
Interest Period for each such Advance. Each notice of Conversion shall be
irrevocable and binding on each Borrower giving such notice.

                  SECTION 2.10. Prepayments of Advances. (a) Optional. Each
Borrower may, upon notice at least one Business Day prior to the date of such
prepayment, in the case of Eurocurrency 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 such Borrower shall,
prepay the outstanding principal amount of the Revolving Credit Advances
comprising part of the same Revolving Credit Borrowing or Swing Line Advances
comprising part of the same Swing Line 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 $5,000,000 or an integral multiple of $100,000
in excess thereof in the case of Revolving Credit Advances denominated in
Dollars (or in an aggregate principal amount of $500,000 or an integral multiple
of $10,000 in excess thereof in the case of Swing Line Advances) and the
Equivalent of $5,000,000 or an integral multiple of $100,000 in excess thereof
in the case of Revolving Credit Advances denominated in any Committed Currencies
(determined on the date notice of prepayment is given) and (y) in the event of
any such prepayment of a Eurocurrency Rate Advance, such Borrower shall be
obligated to reimburse the Lenders in respect thereof pursuant to Section
9.04(c).

                  (b) Mandatory Prepayments. (i) If the Agent notifies the
Company on the second Business Day prior to any interest payment date that the
sum of (A) the aggregate principal amount of all Advances denominated in Dollars
then outstanding plus (B) the Equivalent in Dollars (both (A) and (B) determined
on the third Business Day prior to such interest payment date) of the aggregate
principal amount of all Advances denominated in Committed Currencies and
Committed L/C Currencies then outstanding exceeds 103% of the aggregate
Revolving Credit Commitments of the Lenders on such date, the Borrowers shall,
within two Business Days after receipt of such notice, prepay the outstanding
principal amount of any Advances owing by the Borrowers in an aggregate amount
sufficient to reduce such sum after such payment to an amount not to exceed 100%
of the aggregate Revolving Credit Commitments of the Lenders. The Agent shall
provide such notice to the Company at the request of any Lender.

                 (ii) Each prepayment made pursuant to this Section 2.10(b)
         shall be made together with any interest accrued to the date of such
         prepayment on the principal amounts prepaid and, in the case of any
         prepayment of a Eurocurrency Rate Advance on a date other than the last
         day of an Interest Period or at its maturity, any additional amounts
         which the Borrowers shall be obligated to reimburse to the Lenders in
         respect thereof pursuant to Section 9.04(c). The Agent shall give
         prompt notice of any prepayment required under this Section 2.10(b) to
         the Company and the Lenders.

                  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 after the date hereof or (ii) the compliance with any guideline or
request issued after the date hereof by any central bank or other governmental
authority including, without limitation, any agency of the European Union or
similar monetary or multinational 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 Eurocurrency Rate Advances or agreeing to
issue or of issuing or maintaining or participating in Letters of Credit
(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 Company 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. A certificate as to the amount of such
increased cost, submitted to the Company and the Agent by such Lender, shall
constitute prima facie evidence of such amounts.

                  (b) If any Lender determines that due to the introduction of
or any change in or in the interpretation of 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) after the date hereof, taking into
consideration the policies of such Lender and any corporation controlling such
Lender with respect to capital adequacy, increases or would increase 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 increase is
based upon the existence of such Lender's commitment to lend or to issue or
participate in Letters of Credit hereunder and other commitments of this type
and the effect of such increase is to reduce the rate of return on such Lender's
capital or on the capital of the corporation controlling such Lender, then, upon
demand by such Lender (with a copy of such demand to the Agent), the Company
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 or to issue or participate
in Letters of Credit hereunder. A certificate as to such amounts submitted to
the Company and the Agent by such Lender shall constitute prima facie evidence
of such amounts.

                  (c) If any governmental authority of the jurisdiction of any
Committed Currency or Committed L/C Currency (or any other jurisdiction in which
the funding operations of any Lender shall be conducted with respect to such
Committed Currency or Committed L/C Currency) shall introduce or increase any
reserve, liquid asset or similar requirement after the date hereof with respect
to any category of deposits or liabilities customarily used to fund loans in
such Committed Currency or Committed L/C Currency, or by reference to which
interest rates applicable to loans in such Committed Currency or Committed L/C
Currency are determined, and the result of such requirement shall be to increase
the cost to such Lender of making or maintaining any Advance denominated in a
Committed Currency, and such Lender shall deliver to the relevant Borrowers a
notice requesting compensation under this paragraph, then the relevant Borrowers
will pay to such Lender on each date on which interest is paid pursuant to
Section 2.07 with respect to each affected Advance denominated in a Committed
Currency, an amount that will compensate such Lender for such additional cost. A
certificate in reasonable detail as to the amount of such increased cost,
submitted to the Company and the Agent by such Lender shall constitute prima
facie evidence of such amounts.

                  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 after the
date hereof makes it unlawful, or any central bank or other governmental
authority asserts after the date hereof that it is unlawful, for any Lender or
its Eurocurrency Lending Office to perform its obligations hereunder to make
Eurocurrency Rate Advances in Dollars or any Committed Currency or to fund or
maintain Eurocurrency Rate Advances in Dollars or any Committed Currency
hereunder, (a) each Eurocurrency Rate Advance will automatically, upon such
demand, (i) if such Eurocurrency Rate Advance is denominated in Dollars, be
Converted into a Base Rate Advance and (ii) if such Eurocurrency Rate Advance is
denominated in any Committed Currency, be redenominated into an Equivalent
amount of Dollars and be Converted into a Base Rate Advance and (b) the
obligation of the Lenders to make Eurocurrency Rate Advances or to Convert
Advances into Eurocurrency Rate Advances shall be suspended until the Agent
shall notify the Company and the Lenders that the circumstances causing such
suspension no longer exist.

                  SECTION 2.13. Payments and Computations. (a) Each Borrower
shall make each payment hereunder, except with respect to principal of, interest
on, and other amounts relating to, Advances denominated in a Committed Currency
or Committed L/C Currency, not later than 12:00 noon (New York City time) on the
day when due in Dollars to the Agent at the applicable Agent's Account in same
day funds and without deduction, set off or counterclaim. Each Borrower shall
make each payment hereunder with respect to principal of, interest on, and other
amounts relating to, Advances denominated in a Committed Currency, not later
than 11:00 A.M. (at the Payment Office for such Committed Currency) on the day
when due in such Committed Currency, to the Agent, by deposit of such funds to
the applicable 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, fees or commissions ratably (other than amounts payable
pursuant to Section 2.04(b)(ii), 2.11, 2.14 or 9.04(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 9.07(c), from and after the effective date
specified in such Assignment and Acceptance, the Agent shall make all payments
hereunder and under any 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, all computations of interest based on the Eurocurrency Rate or the Federal
Funds Rate and of fees and Letter of Credit commissions 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, fees or commissions 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 any 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, fee or commission,
as the case may be; provided, however, that, if such extension would cause
payment of interest on or principal of Eurocurrency 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 any
Borrower prior to the date on which any payment is due to the Lenders hereunder
that such Borrower will not make such payment in full, the Agent may assume that
such 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 such 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 (i) the Federal Funds Rate in the case of Advances
denominated in Dollars or (ii) the cost of funds incurred by the Agent in
respect of such amount in the case of Advances denominated in Committed
Currencies.

                  SECTION 2.14. Taxes. (a) Any and all payments by each Borrower
hereunder or under any Notes shall be made, in accordance with Section 2.13,
free and clear of and without deduction for any and all present or future taxes,
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 any Notes being
hereinafter referred to as "Taxes"). If any Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder or under any
Note 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) such Borrower shall make such
deductions and (iii) such Borrower shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable
law.

                  (b) In addition, the Company 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 any Notes or
from the execution, delivery or registration of, performing under, or otherwise
with respect to, this Agreement or any Notes (hereinafter referred to as "Other
Taxes").

                  (c) Each 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 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,
each Borrower shall furnish to the Agent, at its address referred to in Section
9.02, the original or a certified copy of a receipt evidencing such payment. In
the case of any payment hereunder or under any Notes by or on behalf of such
Borrower through an account or branch outside the United States or by or on
behalf of such Borrower by a payor that is not a United States person, if such
Borrower determines that no Taxes are payable in respect thereof, such 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
Assignment and Acceptance pursuant to which it becomes a Lender in the case of
each other Lender, and from time to time thereafter as requested in writing by
the Company (but only so long as such Lender remains lawfully able to do so),
shall provide each of the Agent and the Company 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 any 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 Borrowers 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 Company with the appropriate form described in Section 2.14(e)
(other than if such failure is due to a change in law occurring subsequent to
the date on which a form originally was required to be provided, or if such form
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
required hereunder, the Company shall take such steps at such Lender's expense
as the Lender shall reasonably request to assist the Lender to recover such
Taxes.

                  (g) Any Lender claiming any additional amounts payable
pursuant to this Section 2.14 agrees to use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Eurocurrency Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender.

                  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 or
Swing Line Advances owing to it (other than pursuant to Section 2.11, 2.14 or
9.04(c)) in excess of its Ratable Share of payments on account of the Revolving
Credit Advances or Swing Line Advances obtained by all the Lenders, such Lender
shall forthwith purchase from the other Lenders such participations in the
Revolving Credit Advances or Swing Line 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. Each 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
such 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 each Borrower to such Lender resulting from each 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 such Advances. Each Borrower agrees that upon notice by any Lender to such
Borrower (with a copy of such notice to the Agent) to the effect that a Note is
required or appropriate in order for such Lender to evidence (whether for
purposes of pledge, enforcement or otherwise) the Advances owing to, or to be
made by, such Lender, such Borrower shall promptly execute and deliver to such
Lender a 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
9.07(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 each Borrower to each Lender hereunder and (iv) the amount of any
sum received by the Agent from such 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 each
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 any
Borrower under this Agreement.

                  SECTION 2.17. Use of Proceeds. The proceeds of the Advances
shall be available (and each Borrower agrees that it shall use such proceeds)
solely for general corporate purposes of the Company and its Consolidated
Subsidiaries, including commercial paper backstop and acquisition financing.

                                  ARTICLE III

                     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 as of the first date (the "Effective Date") on which the following
conditions have been satisfied:

                  (a) The Agent shall have received counterparts of this
         Agreement executed by the Company and the Lenders or, as to any of
         the Lenders, advice satisfactory to the Agent that such Lender has
         executed this Agreement.

                  (b) The Company shall have paid all accrued fees and expenses
         of the Agent and the Lenders (including the invoiced accrued fees and
         expenses of counsel to the Agent).

                  (c) 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 Company, 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, and

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

                  (d) The Agent shall have received on or before the Effective
         Date the following, each dated the Effective Date, in form and
         substance satisfactory to the Agent and in sufficient copies for each
         Lender:

                  (i) Any Notes required by each Lender executed by the
         Company and made payable to the order of such Lender pursuant to
         Section 2.16.

                 (ii) Certified copies of the resolutions of the Board of
         Directors or the Finance Committee of the Board of Directors of the
         Company approving this Agreement, and of all documents evidencing
         other necessary corporate action and governmental approvals, if any,
         with respect to this Agreement.

                (iii) A certificate of the Secretary or an Assistant
         Secretary of the Company certifying the names and true signatures
         of the officers of the Company authorized to sign this Agreement
         and the other documents to be delivered by it hereunder.

                 (iv) A favorable opinion of Nicholas J. Camera, General
         Counsel of the Company, and of Cleary, Gottlieb, Steen & Hamilton,
         counsel for the Company, substantially in the form of Exhibits D-2 and
         D-1 hereto, respectively.

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

                  (e) The Company shall have terminated the commitments, and
         paid in full all Debt, interest, fees and other amounts outstanding,
         under the (i) 364-Day Credit Agreement dated as of May 15, 2003, as
         amended (the "Existing 364-Day Credit Agreement"), among the Company,
         the lenders parties thereto and Citibank, as agent, and the (ii)
         5-Year Credit Agreement dated as of June 27, 2000, as amended and
         restated (the "Existing 5-Year Credit Agreement"), among the Company,
         the lenders parties thereto and Citibank, as agent, and each of the
         Lenders that is a party to the Existing 364-Day Credit Agreement and
         the Existing 5-Year Credit Agreement, respectively, hereby waives,
         upon execution of this Agreement, the three Business Days' notice
         required by Section 2.05 of the Existing 364-Day Credit Agreement and
         the Existing 5-Year Credit Agreement relating to the termination of
         commitments thereunder, respectively.

                  SECTION 3.02. Initial Advance to Each Designated Subsidiary.
The obligation of each Lender to make an initial Advance to each Designated
Subsidiary is subject to the receipt by the Agent on or before the date of such
initial Advance of each of the following, in form and substance reasonably
satisfactory to the Agent and dated such date, and (except for any Notes) in
sufficient copies for each Lender:

                  (a) Any Notes required by each Lender executed by such
         Designated Subsidiary and made payable to the order of such
         Lender pursuant to Section 2.16.

                  (b) Certified copies of the resolutions of the Board of
         Directors of such Designated Subsidiary (with a certified English
         translation if the original thereof is not in English) approving
         this Agreement and any Notes to be delivered by it, and of all
         documents evidencing other necessary corporate action and
         governmental approvals, if any, with respect to this Agreement.

                  (c) A certificate of a proper officer of such Designated
         Subsidiary certifying the names and true signatures of the
         officers of such Designated Subsidiary authorized to sign its
         Designation Agreement and any Notes to be delivered by it and the
         other documents to be delivered by it hereunder.

                  (d) A certificate signed by a duly authorized officer of the
         Company, certifying that such Designated Subsidiary has obtained
         all governmental and third party authorizations, consents,
         approvals (including exchange control approvals) and licenses
         required under applicable laws and regulations necessary for such
         Designated Subsidiary to execute and deliver its Designation
         Agreement and any Notes to be delivered by it and to perform its
         obligations hereunder and thereunder.

                  (e) A Designation Agreement duly executed by such Designated
         Subsidiary and the Company.

                  (f) Favorable opinions of counsel (which may be in-house
         counsel) to such Designated Subsidiary substantially in the forms
         of Exhibits D-1 and D-2 hereto, respectively, and as to such
         other matters as any Lender through the Agent may request.

                  (g) Such other approvals, opinions or documents as any
         Lender, through the Agent may reasonably request.

                  SECTION 3.03. Conditions Precedent to Each Borrowing and
Issuance. The obligation of each Lender to make an Advance (other than a Swing
Line Advance made by a Lender pursuant to Section 2.02(b) and an advance made by
any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of
each Borrowing, other than Borrowings made pursuant to Section 2.03(c), and the
obligations of each Issuing Bank to issue a Letter of Credit shall be subject to
the conditions precedent that the Effective Date shall have occurred and on the
date of such Borrowing or such issuance (as the case may be) the following
statements shall be true (and each of the giving of the applicable Notice of
Revolving Credit Borrowing, Notice of Swing Line Borrowing, Notice of Issuance
and the acceptance by any Borrower of the proceeds of such Borrowing shall
constitute a representation and warranty by such Borrower that on the date of
such Borrowing or the date of such issuance, as the case may be, such statements
are true):

                  (a) the representations and warranties contained in Section
         4.01 and, in the case of any such Borrowing made to a Designated
         Subsidiary, in the Designation Agreement for such Designated
         Subsidiary, are correct on and as of such date, before and after
         giving effect to such Borrowing or such issuance (as the case may be)
         and to the application by the applicable Borrower 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 Borrowing or such issuance (as the case may be) or from the
         application by the applicable Borrower of the proceeds therefrom, that
         constitutes a Default.

                  SECTION 3.04. Determinations Under Sections 3.01 and 3.02. For
purposes of determining compliance with the conditions specified in Sections
3.01 and 3.02, 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 Company, by notice to the Agent, designates as the proposed
Effective Date or the date of the initial Advance to the applicable Designated
Subsidiary, as the case may be, specifying its objection thereto. The Agent
shall promptly notify the Lenders of the occurrence of the Effective Date and
each date of initial Advance to a Designated Subsidiary, as applicable.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

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

                  (a) The Company is a corporation duly organized,
         incorporated, validly existing and in good standing under the laws of
         the State of Delaware, and has all corporate powers and all material
         governmental licenses, authorizations, consents and approvals required
         to carry on its business.

                  (b) The execution, delivery and performance by the Company of
         this Agreement and the Notes to be delivered by it, if any, and the
         consummation of the transactions contemplated hereby, are within the
         Company's corporate powers, have been duly authorized by all necessary
         corporate action, and do not contravene, or constitute a default under,
         any provision of applicable law or regulation or of the certificate of
         incorporation of the Company or of any judgment, injunction, order,
         decree, material agreement or other instrument binding upon the Company
         or result in the creation or imposition of any Lien on any asset of the
         Company or any of its Consolidated Subsidiaries.

                  (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 Company of this Agreement or the Notes
         to be delivered by it, if any.

                  (d) This Agreement has been, and each of the Notes to be
         delivered by it, if any, when delivered hereunder will have been, duly
         executed and delivered by the Company. This Agreement is, and each of
         the Notes to be delivered by it, if any, when delivered hereunder will
         be, the legal, valid and binding obligation of the Company enforceable
         against the Company in accordance with their respective terms, subject
         to applicable bankruptcy, insolvency, reorganization, moratorium or
         other laws affecting the rights of creditors generally and subject to
         general principles of equity.

                  (e) The Consolidated balance sheet of the Company and its
         Consolidated Subsidiaries as at December 31, 2003, and the related
         Consolidated statement of operations and cash flows of the Company and
         its Consolidated Subsidiaries for the fiscal year then ended,
         accompanied by an opinion of PricewaterhouseCoopers LLP, independent
         public accountants, copies of which have been furnished to each
         Lender, fairly present in all material respects the Consolidated
         financial condition of the Company and its Consolidated Subsidiaries
         as at such date and the Consolidated results of the operations and
         cash flows of the Company and its Consolidated Subsidiaries for the
         period ended on such date, all in accordance with generally accepted
         accounting principles consistently applied. Since the Consolidated
         balance sheet of the Company and its Consolidated Subsidiaries as at
         December 31, 2003, and except as disclosed in the Company's reports
         filed with the SEC since such date and prior to the Effective Date,
         there has been no Material Adverse Change.

                  (f) There is no action, suit, investigation, litigation or
         proceeding pending against, or to the knowledge of the Company,
         threatened against the Company or any of its Consolidated Subsidiaries
         before any court or arbitrator or any governmental body, agency or
         official in which there is a significant probability of an adverse
         decision that (i) would 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) Each of the Company and its ERISA Affiliates has fulfilled
         its obligations under the minimum funding standards of ERISA and the
         Internal Revenue Code with respect to each Plan and is in compliance
         in all material respects with the presently applicable provisions of
         ERISA and the Internal Revenue Code except when the failure to comply
         would not have a Material Adverse Effect. None of the Company or any
         of its ERISA Affiliates has incurred any unsatisfied material
         liability to the PBGC or a Plan under Title IV of ERISA other than a
         liability to the PBGC for premiums under Section 4007 of ERISA.

                  (h) The Company 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). Following the application of the proceeds of
         each Advance, not more than 25% of the value of the property and
         assets of the Company and its Consolidated Subsidiaries taken as a
         whole, subject to the provisions of Section 5.02(a) or subject to any
         restriction contained in any agreement or instrument between the
         Company and any Lender or any Affiliate of any Lender relating to Debt
         within the scope of Section 6.01(d) will be "margin stock" (within the
         meaning of Regulation U of the Board of Governors of the Federal
         Reserve System).

                  (i) The Company is not (i) an "investment company", or a
         company "controlled" by an "investment company", within the meaning of
         the Investment Company Act of 1940, as amended, or (ii) a "holding
         company", or a "subsidiary company" of a "holding company", within the
         meaning of the Public Utility Holding Company Act of 1935, as amended.

                  (j) The Company and its Consolidated Subsidiaries have filed
         all United States Federal income tax returns and all other material
         tax returns which are required to be filed by them and have paid all
         taxes due reported on such returns or pursuant to any assessment
         received by the Company or any Consolidated Subsidiary, to the extent
         that such assessment has become due. The charges, accruals and
         reserves on the books of the Company and its Consolidated Subsidiaries
         in respect of taxes or other governmental charges are, in the opinion
         of the Company, adequate except for those which are being contested in
         good faith by the Company.

                  (k) Each of the Company's Consolidated Subsidiaries is duly
         organized, validly existing and in good standing under the laws of its
         jurisdiction of organization, and has all powers and all material
         governmental licenses, authorizations, consents and approvals required
         to carry on its business, all to the extent material to the Company
         and its Consolidated Subsidiaries taken as a whole.

                                   ARTICLE V

                            COVENANTS OF THE COMPANY

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

                  (a) Compliance with Laws, Etc. Comply, and cause each of its
         Consolidated Subsidiaries to comply, with all applicable laws, rules,
         regulations and orders, such compliance to include, without
         limitation, compliance with ERISA and applicable environmental laws,
         except where the necessity of compliance is being contested in good
         faith or where failure to comply would not have a Material Adverse
         Effect.

                  (b) Payment of Taxes, Etc. Pay and discharge, and cause each
         of its Consolidated 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 solely by operation of law become
         a Lien upon its property; provided, however, that neither the Company
         nor any of its Consolidated Subsidiaries shall be required to pay or
         discharge any such tax, assessment, levy, charge or claim that is
         being contested in good faith and by proper proceedings and as to
         which appropriate reserves in accordance with generally accepted
         accounting principles 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
         Consolidated Subsidiaries to maintain, all to the extent material to
         the Company and its Consolidated Subsidiaries taken as a whole, with
         responsible and reputable insurance companies or associations,
         physical damage insurance on all real and personal property on an all
         risks basis, covering the repair and replacement cost of all such
         property and consequential loss coverage for business interruption and
         extra expense, public liability insurance in an amount not less than
         $25,000,000 and such other insurance covering such other risks as is
         customarily carried by companies of established reputations engaged in
         similar businesses and owning similar properties in the same general
         areas in which the Company or such Consolidated Subsidiary operates;
         provided, however, that the Company and its Consolidated Subsidiaries
         may self-insure to the same extent as other companies engaged in
         similar businesses and owning similar properties in the same general
         areas in which the Company or such Consolidated Subsidiary operates
         and to the extent consistent with prudent business practice.

                  (d) Preservation of Existence, Etc. Preserve and maintain, and
         cause each of its Consolidated Subsidiaries to preserve and maintain,
         its existence, rights (constituent document and statutory) and
         franchises necessary in the normal conduct of its business, all to the
         extent material to the Company and its Consolidated Subsidiaries taken
         as a whole; provided, however, that the Company and its Consolidated
         Subsidiaries may consummate any merger or consolidation permitted
         under Section 5.02(b) and provided further that neither the Company
         nor any of its Consolidated Subsidiaries shall be required to preserve
         any right or franchise if the Board of Directors of the Company or
         such Consolidated Subsidiary shall determine that the preservation
         thereof is no longer desirable in the normal conduct of the business
         of the Company or such Consolidated Subsidiary, as the case may be,
         and that the loss thereof is not material to the Company and its
         Consolidated Subsidiaries taken as a whole.

                  (e) Visitation Rights. At any reasonable time and from time to
         time, permit the Agent or any of the Lenders or any agents or
         representatives thereof at their own expense, to examine and make
         copies of and abstracts from the records and books of account of, and
         visit the properties of, the Company and any of its Consolidated
         Subsidiaries, and to discuss the affairs, finances and accounts of the
         Company and any of its Consolidated Subsidiaries with any of their
         officers and with their independent certified public accountants, all
         as often as may reasonably be necessary to ensure compliance by the
         Company with its obligations hereunder.

                  (f) Keeping of Books. Keep, and cause each of its Consolidated
         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 Company and each such Consolidated
         Subsidiary in accordance with sound business practices and applicable
         statutory requirements so as to permit the preparation of the
         Consolidated financial statements of the Company and its Consolidated
         Subsidiaries 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 Consolidated Subsidiaries to maintain and preserve,
         all of its properties that are used and useful in the conduct of its
         business in good working order and condition, ordinary wear and tear
         excepted, except where the failure to do so would not have a Material
         Adverse Effect.

                  (h) Reporting Requirements. Furnish to the Lenders or notify
         the Lenders of the availability of:

                  (i) as soon as available and in any event within 50 days after
         the end of each of the first three quarters of each fiscal year of the
         Company, the unaudited Consolidated balance sheet of the Company and
         its Consolidated Subsidiaries as of the end of such quarter and
         unaudited Consolidated statement of operations and cash flows of the
         Company and its Consolidated Subsidiaries for the period commencing at
         the end of the previous fiscal year and ending with the end of such
         quarter, duly certified (except for the absence of footnotes and
         subject to year-end audit adjustments) by the chief financial officer
         of the Company as having been prepared in accordance with generally
         accepted accounting principles and a certificate of the chief
         financial officer, chief accounting officer or treasurer of the
         Company, which certificate shall include a statement that such officer
         has no knowledge, except as specifically stated, of any condition,
         event or act which constitutes a Default and setting forth in
         reasonable detail the calculations necessary to demonstrate compliance
         with Section 5.03 on the date of such balance sheet, provided that in
         the event that generally accepted accounting principles used in the
         preparation of such financial statements shall differ from GAAP, the
         Company 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 95 days after
         the end of each fiscal year of the Company, a copy of the audited
         financial statements for such year for the Company and its
         Consolidated Subsidiaries, containing the Consolidated balance sheet
         of the Company and its Consolidated Subsidiaries as of the end of such
         fiscal year and Consolidated statement of operations and cash flows of
         the Company and its Consolidated Subsidiaries for such fiscal year, in
         each case accompanied by the report thereon of PricewaterhouseCoopers
         LLP or other independent public accountants of nationally recognized
         standing, together with a certificate of the chief financial officer,
         chief accounting officer or treasurer of the Company, which
         certificate shall include a statement that such officer has no
         knowledge, except as specifically stated, of any condition, event or
         act which constitutes a Default and setting forth in reasonable detail
         the calculations necessary to demonstrate compliance with Section 5.03
         on the date of such financial statements, provided that in the event
         that generally accepted accounting principles used in the preparation
         of such financial statements shall differ from GAAP, the Company 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 ten days
         after the chief executive officer, chief operation officer, principal
         financial officer or principal accounting officer of the Company knows
         or has reason to know of the occurrence of each Default continuing on
         the date of such statement, a statement of such officer of the Company
         setting forth details of such Default and the action that the Company
         has taken and proposes to take with respect thereto;

                  (iv) promptly after the sending or filing thereof, copies of
         all quarterly and annual reports and proxy solicitations that the
         Company sends to any of its securityholders, and copies of all reports
         on Form 8-K and registration statements for the public offering of
         securities (other than pursuant to employee Plans) that the Company or
         any Consolidated Subsidiary files with the Securities and Exchange
         Commission;

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

                  (vi) such other information respecting the financial condition
         or business of the Company or any of its Consolidated Subsidiaries as
         any Lender through the Agent may from time to time reasonably request.

         The financial statements required to be delivered pursuant to clauses
         (i) and (ii) and the reports and other materials required to be
         delivered pursuant to clause (iv) of this Section 5.01(h) shall be
         deemed to have been delivered on the date on which the Company notifies
         the Agent, in the case of clauses (i) and (ii), that the reports on
         Form 10-K and Form 10-Q, respectively, containing such financial
         statements and, in the case of clause (iv), that such reports and other
         materials have been posted on the SEC's website at www.sec.gov;
         provided that, notwithstanding the method of electronic delivery set
         forth in Section 9.02(b), the Company shall deliver paper copies of the
         reports (without the exhibits thereto) referred to in clauses (i), (ii)
         and (iv) of this Section 5.01(h) to the Agent or any Lender who
         requests the Company to deliver such paper copies until written notice
         to cease delivering paper copies is given by the Agent or such Lender;
         and provided further that in every instance the Company shall provide
         paper copies of the certificates required to be delivered in accordance
         with this Section 5.01(h) until such time as the Agent shall provide
         the Company notice otherwise.

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

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

                      (i) Liens existing on the date hereof;

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

                    (iii) any Lien on any asset securing Debt incurred or
             assumed for the purpose of financing all or any part of the cost
             of acquiring such asset, provided that such Lien attaches to such
             asset concurrently with or within 90 days after the acquisition
             thereof;

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

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

                     (vi) any Lien created in connection with capitalized lease
             obligations, but only to the extent that such Lien encumbers
             property financed by such capital lease obligation and the
             principal component of such capitalized lease obligation is not
             increased;

                    (vii) Liens arising in the ordinary course of its business
             which (A) do not secure Debt and (B) do not in the aggregate
             materially impair the operation of the business of the Company
             and its Consolidated Subsidiaries, taken as a whole;

                   (viii) any Lien arising out of the refinancing, extension,
             renewal or refunding of any Debt secured by any Lien permitted by
             any of the foregoing clauses of this Section, provided that such
             Debt is not increased and is not secured by any additional
             assets;

                     (ix) Liens securing taxes, assessments, fees or other
             governmental charges or levies, Liens securing the claims of
             materialmen, mechanics, carriers, landlords, warehousemen and
             similar Persons, Liens incurred in the ordinary course of
             business in connection with workmen's compensation, unemployment
             insurance and other similar laws, Liens to secure surety, appeal
             and performance bonds and other similar obligations not incurred
             in connection with the borrowing of money, and attachment,
             judgment and other similar Liens arising in connection with court
             proceedings so long as the enforcement of such Liens is
             effectively stayed and the claims secured thereby are being
             contested in good faith by appropriate proceedings;

                      (x) any Liens on property arising in connection with a
             securities repurchase transaction;

                     (xi) any contractual right of set-off or any contractual
             right to charge or contractual security interest in or Lien on
             the accounts of the Company or any of its Consolidated
             Subsidiaries to effect the payment of amounts to such depositary
             institution whether or not due and payable in respect of any Debt
             or financing arrangement and any other Lien arising solely by
             virtue of any statutory or common law provision relating to
             banker's liens, rights of set-off or similar rights;

                    (xii) any Liens on assets of Subsidiaries organized outside
             of the United States in favor of lenders under short-term working
             capital lines of credit entered into in the ordinary course of
             business;

                   (xiii) Liens arising in the ordinary course of banking
             transactions and securing Debt in an aggregate amount of not more
             than $15,000,000 that matures not more than one year after the
             date on which it is originally incurred;

                    (xiv) any Lien arising out of the L/C Cash Deposit Account;
             and

                     (xv) Liens not otherwise permitted by the foregoing clauses
             of this Section securing Debt in an aggregate principal amount at
             any time outstanding not to exceed 5% of the Consolidated net
             worth of the Company and its Consolidated Subsidiaries.

                  (b) Mergers, Etc. (i) Merge or consolidate with or into any
         Person (other than a Consolidated Subsidiary of the Company) except
         that the Company may agree to merge or consolidate any Consolidated
         Subsidiary with any Person in connection with an acquisition of such
         Person, (ii) sell, lease or otherwise transfer (whether in one
         transaction or a series of transactions) all or substantially all of
         the Company's business or assets (whether now owned or hereafter
         acquired) to any Person (other than a Consolidated Subsidiary of the
         Company) or (iii) except for the sale of Cab (No. 1) Limited, Octagon
         Worldwide Limited and Octagon Worldwide Inc. and their respective
         Subsidiaries or their assets (including without limitation, the
         termination of any lease agreement in connection therewith), permit
         any Consolidated Subsidiary to merge or consolidate with or into or
         transfer (whether in one transaction or a series of transactions) all
         or any substantial part of its assets (whether now owned or hereafter
         acquired) to any Person except (x) the Company or another Consolidated
         Subsidiary of the Company or to any other Person if the Board of
         Directors of the Company (or the finance committee or an officer of
         the Company duly authorized for such purpose) determines in good faith
         that the Consolidated Subsidiary or the assets of such Consolidated
         Subsidiary, as the case may be, are not material to the Company and
         its Consolidated Subsidiaries taken as a whole, and (y) any
         Consolidated Subsidiary may merge with or consolidate into any Person
         in connection with an acquisition of such Person, provided, in each
         case, that no Default shall have occurred and be continuing
         at the time of such proposed transaction or would result therefrom.

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

                  (d) Change in Nature of Business. Engage, or permit any
         Consolidated Subsidiary to engage, predominantly in any business other
         than business of the same general type as conducted on the date hereof
         by the Company and its Consolidated Subsidiaries.

                  (e) Acquisitions. Except as set forth on Schedule 5.02(e) and
         except for required payments, or optional payments made in lieu of
         required payments when in the best interest of the Company (as
         determined in good faith by the appropriate officers of the Company),
         pursuant to agreements relating to such purchases and acquisitions
         entered into prior to January 31, 2004, purchase or otherwise acquire
         all or substantially all of the assets, or a business unit or
         division, of any Person except to the extent that (i) the
         consideration of such purchase or acquisition consists solely of
         capital stock of the Company or (ii) the cash consideration of all
         such purchases and acquisitions shall not exceed $100,000,000 in the
         aggregate for any calendar year; provided that, if for any calendar
         year, the cash amount permitted above for such calendar year exceeds
         the aggregate cash consideration of such purchases and acquisitions
         for such calendar year, the Company and its Subsidiaries shall be
         permitted to make cash payments in respect of purchases and
         acquisitions in each succeeding calendar year, in the cash amount
         permitted above for such succeeding calendar year, in addition to the
         amount of such accumulated excess; provided, however, that the total
         amount of such consideration shall not exceed $250,000,000 in any
         calendar year.

                  (f) Restricted Payments. Declare or pay any dividends,
         purchase, redeem, retire, defease or otherwise acquire for value any
         shares of its common stock now or hereafter outstanding, return any
         capital to its stockholders as such, or make any distribution of
         assets, equity interests, obligations or securities to its
         stockholders as such (any of the foregoing, a "Restricted Payment"),
         except that, so long as no Default shall have occurred and be
         continuing at the time of any action described in clause (i), (ii),
         (iii), (iv) or (v) below or would result therefrom, the Company may
         (i) declare and pay dividends and distributions payable either only in
         common stock of the Company or in a combination of common stock of the
         Company and cash to the extent permitted by clause (iv) or (v) below,
         (ii) purchase, redeem, retire, defease or otherwise acquire shares of
         its capital stock (A) with the proceeds received contemporaneously
         from the issue of new shares of its capital stock with equal or
         inferior voting powers, designations, preferences and rights or (B) in
         connection with the exercise of options by the employees of the
         Company or its Subsidiaries, (iii) issue preferred stock (or the right
         to purchase preferred stock) of the Company in connection with a
         stockholders' rights plan, (iv) declare and pay cash dividends in an
         aggregate amount not exceeding $45,000,000 in any year with respect to
         any preferred stock of the Company that is convertible into common
         stock of the Company within 48 months following the issuance thereof,
         (v) make Restricted Payments in an aggregate amount of not more than
         $50,000,000 in any calendar year; provided that, if for any calendar
         year, the cash amount permitted above for such calendar year exceeds
         the aggregate amount of such Restricted Payments for such calendar
         year, the Company and its Subsidiaries shall be permitted to make cash
         payments in respect of Restricted Payments in each succeeding calendar
         year, in the cash amount permitted above for such succeeding calendar
         year, in addition to the amount of such accumulated excess; provided,
         however, that the total amount of such Restricted Payments shall not
         exceed $125,000,000 in any calendar year.

                  (g) Capital Expenditures. Make, or permit any of its
         Consolidated Subsidiaries to make, any Capital Expenditures that would
         cause the aggregate of all such Capital Expenditures made by the
         Company and its Consolidated Subsidiaries to exceed $225,000,000 in
         any calendar year; provided that, if for any calendar year, the amount
         permitted above for such calendar year exceeds the Capital
         Expenditures made in such year, the Company and its Consolidated
         Subsidiaries shall be entitled to make Capital Expenditures in the
         immediately succeeding calendar year in an amount equal to the sum of
         (i) $225,000,000 and (ii) the lesser of (A) such excess and (B)
         $50,000,000. For purposes of this subsection, "Capital Expenditures"
         means, for any period, the sum of, without duplication, (x) all
         expenditures made, directly or indirectly, during such period for
         equipment, fixed assets, real property or improvements, or for
         replacements or substitutions therefor or additions thereto, that have
         been or should be, in accordance with GAAP, reflected as additions to
         property, plant or equipment on a Consolidated balance sheet of a
         Person or have a useful life of more than one year plus (y) the
         aggregate principal amount of all Debt (including obligations under
         capitalized leases) assumed or incurred in connection with any such
         expenditures.

                  (h) Subsidiary Debt. Permit any of its Consolidated
         Subsidiaries to create or suffer to exist, any Debt other than
         (without duplication):

                      (i) Debt owed to the Company or to a Consolidated
             Subsidiary of the Company,

                     (ii) Debt existing on the Effective Date and described on
             Schedule 5.02(h) hereto (the "Existing Debt"), and any Debt
             extending the maturity of, or refunding or refinancing, in whole
             or in part, the Existing Debt, provided that the principal amount
             of such Existing Debt shall not be increased above the principal
             amount thereof outstanding immediately prior to such extension,
             refunding or refinancing, and the direct and contingent obligors
             therefor shall not be changed, as a result of or in connection
             with such extension, refunding or refinancing,

                    (iii) Debt secured by Liens permitted by Section 5.02(a),

                     (iv) unsecured Debt incurred in the ordinary course of
             business of the Company's Consolidated Subsidiaries organized
             outside the United States,

                      (v) book overdraft amounts outstanding at any time, and

                     (vi) unsecured Debt incurred in the ordinary course of
             business of the Company's Consolidated Subsidiaries organized in
             the United States in an aggregate amount at any time outstanding
             of not more than $25,000,000.

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

                  (a) Interest Coverage Ratio. Maintain, as of the end of each
         fiscal quarter, a ratio of (i) Consolidated EBITDA of the Company and
         its Consolidated Subsidiaries for the period of four fiscal quarters
         then ended to (ii) Interest Expense during such period by the Company
         and its Consolidated Subsidiaries, of not less than 3.75 to 1.

                  (b) Debt to EBITDA Ratio. Maintain, as of the end of each
         fiscal quarter, a ratio of (i) Debt for Borrowed Money as of the end
         of such fiscal quarter to (ii) Consolidated EBITDA of the Company and
         its Consolidated Subsidiaries for the period of four fiscal quarters
         then ended, of not greater than 3.25 to 1.

                  (c) Minimum EBITDA. Maintain Consolidated EBITDA of the
         Company and its Consolidated Subsidiaries for each period of four
         fiscal quarters then ended of not less than $750,000,000.

                                   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:

                  (a) The Company or any other Borrower shall fail to pay any
         principal of any Advance when the same becomes due and payable; or the
         Company or any other 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 Company or any
         Designated Subsidiary (or any of its officers) in any certificate,
         financial statement or other document delivered pursuant to this
         Agreement shall prove to have been incorrect in any material respect
         when made; or

                  (c) (i) The Company shall fail to perform or observe any term,
         covenant or agreement contained in Section 5.01(e) or (h), 5.02 (other
         than subsection (c) thereof) or 5.03; (ii) the Company or any other
         Borrower shall fail to perform or observe any term, covenant or
         agreement contained in Section 5.01(d) if such failure shall remain
         unremedied for 10 days after written notice thereof shall have been
         given to the Company by the Agent or any Lender; or (iii) the Company
         or any other Borrower shall fail to perform or observe any other term,
         covenant or agreement contained in this Agreement or any other Loan
         Document 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 Company by the Agent or any Lender; or

                  (d) The Company or any of its Consolidated Subsidiaries shall
         fail to pay any principal of or premium or interest on any Debt (but
         excluding Debt outstanding hereunder and Debt owed solely to the
         Company or to a Consolidated Subsidiary) of the Company or such
         Consolidated 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 creating or evidencing such Debt; or the Company or any
         of its Consolidated Subsidiaries shall fail to perform or observe any
         covenant or agreement to be performed or observed by it in any
         agreement or instrument creating or evidencing any such Debt and such
         failure shall continue after the applicable grace period, if any,
         specified in such agreement or instrument, if the effect of such
         failure is to accelerate, or to permit the acceleration of, the
         maturity of such Debt; or any other event shall occur or condition
         shall exist under any agreement or instrument creating or evidencing
         any such Debt and shall continue after the applicable grace period, if
         any, specified in such agreement or instrument (and remain uncured
         three Business Days after the chief financial officer, chief operation
         officer, principal financial officer or principal accounting officer
         of the Company becomes aware or should have become aware of such event
         or condition), 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; provided that the aggregate principal amount (or, in the case
         of any payment default, failure or other event in respect of a Hedge
         Agreement, the net amount due and payable under such Hedge Agreement
         as of the date of such payment default, failure or event) of all Debt
         as to which any such payment defaults (whether or not at stated
         maturity thereof), failures or other events shall have occurred and be
         continuing exceeds $10,000,000; provided further that if any of the
         failures, actions, conditions or events set forth above in this
         subsection (d) shall be taken in respect of, or occur with respect to,
         a Consolidated Subsidiary, such failure, action, condition or event
         shall not be the basis for or give rise to an Event of Default under
         this subsection (d) unless such failure, action, condition or event is
         not cured or such amount has not been repaid within five Business Days
         after the chief executive officer, chief operation officer, principal
         financial officer or principal accounting officer of the Company knows
         or has reason to know of the occurrence of such action or event; or

                  (e) The Company or any of its Consolidated 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 Company or any of its
         Consolidated 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 60 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 Company or any
         of its Consolidated Subsidiaries shall take any corporate action to
         authorize any of the actions set forth above in this subsection (e);
         provided that if any of the actions or events set forth above
         in this subsection (e) shall be taken in respect of, or occur with
         respect to, a Consolidated Subsidiary, such action or event shall not
         be the basis for or give rise to an Event of Default under this
         subsection (e) if (x) the assets or revenues of such Consolidated
         Subsidiary and its Consolidated Subsidiaries, taken as a whole,
         comprise 5% or less of the assets or revenues, respectively, of the
         Company and its Consolidated Subsidiaries, taken as a whole, and (y)
         the aggregate assets and revenues of all Consolidated Subsidiaries
         otherwise subject to such actions or events set forth above do not
         comprise more than 15% of the assets or revenues, respectively, of the
         Company and its Consolidated Subsidiaries taken as a whole; or

                  (f) Judgments or orders for the payment of money in excess of
         $10,000,000 in the aggregate shall be rendered against the Company or
         any of its Consolidated 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 60 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
         (other than the Company or a Consolidated Subsidiary) 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 Company (or
         other securities convertible into such Voting Stock) representing 30%
         or more of the combined voting power of all Voting Stock of the
         Company; or (ii) during any period of up to 24 consecutive months,
         commencing after the date of this Agreement, individuals who at the
         beginning of such period were directors of the Company shall cease for
         any reason to constitute a majority of the board of directors of the
         Company unless the election or nomination for election by the
         Company's stockholders of each new director was approved by the vote
         of at least two-thirds of the directors then still in office who were
         directors at the beginning of such period; or

                  (h) The Company or any of its ERISA Affiliates shall incur
         liability, or in the case of clause (i) below, shall be reasonably
         likely to incur liability, in excess of $10,000,000 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 Company or
         any of its ERISA Affiliates from a Multiemployer Plan; or (iii) the
         reorganization or termination of a Multiemployer Plan; or

                  (i) so long as any Consolidated Subsidiary of the Company is a
         Designated Subsidiary, any provision of Article VII shall for any
         reason cease to be valid and binding on or enforceable against the
         Company, or the Company shall so state in writing;

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 Company and the other
Borrowers, declare the obligation of each Lender to make Advances (other than
Swing Line Advances by any Lender pursuant to Section 2.02(b) and Advances by an
Issuing Bank or a Lender pursuant to Section 2.03(c)), and of the Issuing Banks
to issue Letters of Credit 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 Company and the other Borrowers, declare the
Advances, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon such 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 each Borrower; provided, however, that in the
event of an actual or deemed entry of an order for relief with respect to any
Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to
make Advances (other than Swing Line Advances by a Lender pursuant to Section
2.02(b) and Advances by an Issuing Bank or a Lender pursuant to Section
2.03(c)), and of the Issuing Banks to issue Letters of Credit shall
automatically be terminated and (B) such 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 each Borrower.

                  SECTION 6.02. Actions in Respect of the Letters of Credit upon
Default. If any Event of Default shall have occurred and be continuing, the
Agent may with the consent, or shall at the request, of the Required Lenders,
irrespective of whether it is taking any of the actions described in Section
6.01 or otherwise, make demand upon the Company to, and forthwith upon such
demand the Company will, (a) pay to the Agent on behalf of the Lenders in same
day funds at the Agent's office designated in such demand, for deposit in the
L/C Cash Deposit Account, an amount equal to the aggregate Available Amount of
all Letters of Credit then outstanding or (b) make such other reasonable
arrangements in respect of the outstanding Letters of Credit as shall be
acceptable to the Required Lenders. If at any time the Agent reasonably
determines that any funds held in the L/C Cash Deposit Account are subject to
any right or interest of any Person other than the Agent and the Lenders or that
the total amount of such funds is less than the aggregate Available Amount of
all Letters of Credit, the Borrowers will, forthwith upon demand by the Agent,
pay to the Agent, as additional funds to be deposited and held in the L/C Cash
Deposit Account, an amount equal to the excess of (x) such aggregate Available
Amount over (y) the total amount of funds, if any, then held in the L/C Cash
Deposit Account that are free and clear of any such right and interest. Upon the
drawing of any Letter of Credit, to the extent funds are on deposit in the L/C
Cash Deposit Account, such funds shall be applied to reimburse the Issuing Banks
to the extent permitted by applicable law, and if so applied, then such
reimbursement shall be deemed a repayment of the corresponding Advance in
respect of such Letter of Credit. After all such Letters of Credit shall have
expired or been fully drawn upon and all other obligations of the Borrowers
hereunder and under the Notes shall have been paid in full, the balance, if any,
in such L/C Cash Deposit Account shall be promptly returned to the Company.

                                  ARTICLE VII

                                    GUARANTY

                  SECTION 7.01. Guaranty. The Company hereby absolutely,
unconditionally and irrevocably guarantees, as a guarantee of payment and not of
collection, the punctual payment when due, whether at scheduled maturity or on
any date of a required prepayment or by acceleration, demand or otherwise, of
all obligations of each other Borrower now or hereafter existing under or in
respect of this Agreement and any Notes (including, without limitation, any
extensions, modifications, substitutions, amendments or renewals of any or all
of the foregoing obligations), whether direct or indirect, absolute or
contingent, and whether for principal, interest, premiums, fees, indemnities,
contract causes of action, costs, expenses or otherwise (such obligations being
the "Guaranteed Obligations"), and agrees to pay any and all expenses
(including, without limitation, fees and expenses of counsel) incurred by the
Agent or any other Lender in enforcing any rights under this Article VII.
Without limiting the generality of the foregoing, the Company's liability shall
extend to all amounts that constitute part of the Guaranteed Obligations and
would be owed by any such Borrower to the Agent or any Lender under or in
respect of this Agreement or any Notes but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving such Borrower.

                  SECTION 7.02. Guaranty Absolute. The Company guarantees that
the Guaranteed Obligations will be paid strictly in accordance with the terms of
this Agreement and the Notes, if any, regardless of any law, regulation or order
now or hereafter in effect in any jurisdiction affecting any of such terms or
the rights of any Lender with respect thereto. The obligations of the Company
under or in respect of this Article VII are independent of the Guaranteed
Obligations or any other obligations of any other Borrower under or in respect
of this Agreement and any Notes, and a separate action or actions may be brought
and prosecuted against the Company to enforce this Article VII, irrespective of
whether any action is brought against any Borrower or whether any Borrower is
joined in any such action or actions. The liability of the Company under this
Article VII shall be irrevocable, absolute and unconditional irrespective of,
and the Company hereby irrevocably waives any defenses it may now have or
hereafter acquire in any way relating to, any or all of the following:

                  (a) any lack of validity or enforceability of this Agreement
         (other than this Article VII), the Notes, if any, or any agreement or
         instrument relating thereto;

                  (b) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the Guaranteed Obligations or any
         other obligations of any Borrower under or in respect of this
         Agreement or the Notes, if any, or any other amendment or waiver of or
         any consent to departure from this Agreement or the Notes, if any,
         including, without limitation, any increase in the Guaranteed
         Obligations resulting from the extension of additional credit to any
         Borrower or any of its Subsidiaries or otherwise;

                  (c) any taking, exchange, release or non-perfection of any
         collateral, or any taking, release or amendment or waiver of, or
         consent to departure from, any other guaranty, for all or any of the
         Guaranteed Obligations;

                  (d) any manner of application of collateral, or proceeds
         thereof, to all or any of the Guaranteed Obligations, or any manner of
         sale or other disposition of any collateral for all or any of the
         Guaranteed Obligations or any other obligations of any Borrower under
         this Agreement or the Notes, if any, or any other assets of any
         Borrower or any of its Subsidiaries;

                  (e) any change, restructuring or termination of the corporate
         structure or existence of any Borrower or any of its Subsidiaries;

                  (f) any failure of any Lender or the Agent to disclose to the
         Company any information relating to the business, condition (financial
         or otherwise), operations, performance, properties or prospects of any
         Borrower now or hereafter known to such Lender or the Agent (the
         Company waiving any duty on the part of the Lenders and the Agent to
         disclose such information); or

                  (g) any other circumstance (including, without limitation, any
         statute of limitations) or any existence of or reliance on any
         representation by any Lender or the Agent that might otherwise
         constitute a defense available to, or a discharge of, any Borrower or
         any other guarantor or surety.

This Article VII shall continue to be effective or be reinstated, as the case
may be, if at any time any payment of any of the Guaranteed Obligations is
rescinded or must otherwise be returned by any Lender or the Agent or any other
Person upon the insolvency, bankruptcy or reorganization of any Borrower or
otherwise, all as though such payment had not been made.

                  SECTION 7.03. Waivers and Acknowledgments. (a) The Company
hereby unconditionally and irrevocably waives promptness, diligence, notice of
acceptance, presentment, demand for performance, notice of nonperformance,
default, acceleration, protest or dishonor and any other notice with respect to
any of the Guaranteed Obligations and this Article VII and any requirement that
any Lender or the Agent protect, secure, perfect or insure any Lien or any
property subject thereto or exhaust any right or take any action against any
Borrower or any other Person or any collateral.

                  (b) The Company hereby unconditionally and irrevocably waives
any right to revoke this Article VII and acknowledges that the guaranty under
this Article VII is continuing in nature and applies to all Guaranteed
Obligations, whether existing now or in the future.

                  (c) The Company hereby unconditionally and irrevocably waives
(i) any defense arising by reason of any claim or defense based upon an election
of remedies by any Lender or the Agent that in any manner impairs, reduces,
releases or otherwise adversely affects the subrogation, reimbursement,
exoneration, contribution or indemnification rights of the Company or other
rights of the Company to proceed against any Borrower, any other guarantor or
any other Person or any collateral and (ii) any defense based on any right of
set-off or counterclaim against or in respect of the obligations of the Company
hereunder.

                  (d) The Company hereby unconditionally and irrevocably waives
any duty on the part of any Lender or the Agent to disclose to the Company any
matter, fact or thing relating to the business, condition (financial or
otherwise), operations, performance, properties or prospects of any Borrower or
any of its Subsidiaries now or hereafter known by such Lender or the Agent.

                  (e) The Company acknowledges that it will receive substantial
direct and indirect benefits from the financing arrangements contemplated by
this Agreement and any Notes and that the waivers set forth in Section 7.02 and
this Section 7.03 are knowingly made in contemplation of such benefits.

                  SECTION 7.04. Subrogation. The Company hereby unconditionally
and irrevocably agrees not to exercise any rights that it may now have or
hereafter acquire against any Borrower or any other insider guarantor that arise
from the existence, payment, performance or enforcement of the Company's
Obligations under or in respect of this Article VII, including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution
or indemnification and any right to participate in any claim or remedy of any
Lender or the Agent against any Borrower or any other insider guarantor or any
collateral, whether or not such claim, remedy or right arises in equity or under
contract, statute or common law, including, without limitation, the right to
take or receive from any Borrower or any other insider guarantor, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right, unless and until
all of the Guaranteed Obligations and all other amounts payable under this
Article VII shall have been paid in full in cash and the Commitments shall have
expired or been terminated. If any amount shall be paid to the Company in
violation of the immediately preceding sentence at any time prior to the later
of (a) the payment in full in cash of the Guaranteed Obligations and all other
amounts payable under this Article VII and (b) the Termination Date, such amount
shall be received and held in trust for the benefit of the Lenders and the
Agent, shall be segregated from other property and funds of the Company and
shall forthwith be paid or delivered to the Agent in the same form as so
received (with any necessary endorsement or assignment) to be credited and
applied to the Guaranteed Obligations and all other amounts payable under this
Article VII, whether matured or unmatured, in accordance with the terms of this
Agreement, or to be held as collateral for any Guaranteed Obligations or other
amounts payable under this Article VII thereafter arising. If (i) the Company
shall make payment to any Lender or the Agent of all or any part of the
Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other
amounts payable under this Article VII shall have been paid in full in cash and
(iii) the Termination Date shall have occurred, the Lenders and the Agent will,
at the Company's request and expense, execute and deliver to the Company
appropriate documents, without recourse and without representation or warranty,
necessary to evidence the transfer by subrogation to the Company of an interest
in the Guaranteed Obligations resulting from such payment made by the Company
pursuant to this Article VII.

                  SECTION 7.05. Continuing Guaranty; Assignments. The guaranty
under this Article VII is a continuing guaranty and shall (a) remain in full
force and effect until the later of (i) the payment in full in cash of the
Guaranteed Obligations and all other amounts payable under this Article VII and
(ii) the Termination Date, (b) be binding upon the Company, its successors and
assigns and (c) inure to the benefit of and be enforceable by the Lenders and
the Agent and their successors, transferees and assigns. Without limiting the
generality of clause (c) of the immediately preceding sentence, any Lender may
assign or otherwise transfer all or any portion of its rights and obligations
under this Agreement (including, without limitation, all or any portion of its
Commitments, the Advances owing to it and the Note or Notes held by it, if any)
to any other Person, and such other Person shall thereupon become vested with
all the benefits in respect thereof granted to such Lender herein or otherwise,
in each case as and to the extent provided in Section 9.07. The Company shall
not have the right to assign its rights hereunder or any interest herein without
the prior written consent of the Lenders.

                                  ARTICLE VIII

                                    THE AGENT

                  SECTION 8.01. Authorization and Action. Each Lender (in its
capacities as a Lender, Swing Line Bank and Issuing Bank, as applicable) 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 any
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 any 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 Company or any other
Borrower pursuant to the terms of this Agreement.

                  SECTION 8.02. 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 9.07; (ii) may consult with legal counsel (including counsel for the
Company), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken 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 or observance of any of
the terms, covenants or conditions of this Agreement on the part of the Company
or any other Borrower or to inspect the property (including the books and
records) of the Company or any other Borrower; (v) shall not be responsible to
any Lender for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of, or the perfection or priority of any lien
or security interest created or purported to be created under or in connection
with, this Agreement or any other instrument or document furnished pursuant
hereto; and (vi) shall 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 facsimile) believed by it to be genuine and signed or sent by
the proper party or parties.

                  SECTION 8.03. Citibank and Affiliates. With respect to its
Commitments, the Advances made by it and any Notes 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 Company,
any of its Subsidiaries and any Person who may do business with or own
securities of the Company or any such Subsidiary, all as if Citibank were not
the Agent and without any duty to account therefor to the Lenders.

                  SECTION 8.04. 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 8.05. Indemnification. (a) Each Lender severally
agrees to indemnify the Agent (to the extent not promptly reimbursed by the
Company) 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 any way relating to or
arising out of this Agreement or any action taken or omitted by the Agent 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
its 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 Company. In the case of any
investigation, litigation or proceeding giving rise to any Indemnified Costs,
this Section 8.05 applies whether any such investigation, litigation or
proceeding is brought by the Agent, any Lender or a third party.

                  (b) Each Lender severally agrees to indemnify the Issuing
Banks (to the extent not promptly reimbursed by the Company) 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 any such Issuing Bank in any way relating to or arising out of
this Agreement or any action taken or omitted by such Issuing Bank hereunder or
in connection herewith; provided, however, that no Lender shall be liable for
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from such
Issuing Bank's gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender agrees to reimburse any such Issuing Bank promptly upon
demand for its Ratable Share of any costs and expenses (including, without
limitation, fees and expenses of counsel) payable by the Company under Section
9.04, to the extent that such Issuing Bank is not promptly reimbursed for such
costs and expenses by the Company.

                  (c) The failure of any Lender to reimburse the Agent or any
Issuing Bank promptly upon demand for its Ratable Share of any amount required
to be paid by the Lenders to the Agent as provided herein shall not relieve any
other Lender of its obligation hereunder to reimburse the Agent or any Issuing
Bank for its Ratable Share of such amount, but no Lender shall be responsible
for the failure of any other Lender to reimburse the Agent or any Issuing Bank
for such other Lender's Ratable Share of such amount. Without prejudice to the
survival of any other agreement of any Lender hereunder, the agreement and
obligations of each Lender contained in this Section 8.05 shall survive the
payment in full of principal, interest and all other amounts payable hereunder
and under any Notes. Each of the Agent and each Issuing Bank agrees to return to
the Lenders their respective Ratable Shares of any amounts paid under this
Section 8.05 that are subsequently reimbursed by the Company or any Borrower.

                  SECTION 8.06. Successor Agent. The Agent may resign at any
time by giving written notice thereof to the Lenders and the Company 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 8.07. Sub-Agent. The Sub-Agent has been designated
under this Agreement to carry out duties of the Agent. The Sub-Agent shall be
subject to each of the obligations in this Agreement to be performed by the
Sub-Agent, and each of the Company, each other Borrower and the Lenders agrees
that the Sub-Agent shall be entitled to exercise each of the rights and shall be
entitled to each of the benefits of the Agent under this Agreement as relate to
the performance of its obligations hereunder.

                  SECTION 8.08. Other Agents. Each Lender hereby acknowledges
that neither the documentation agent nor any other Lender designated as any
"Agent" (other than the Agent) on the signature pages hereof has any liability
hereunder other than in its capacity as a Lender.

                                   ARTICLE IX

                                  MISCELLANEOUS

                  SECTION 9.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or any Notes, nor consent to any departure by the
Company or any other 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 or Section
3.02, (b) increase the Commitments of the Lenders or subject the Lenders to any
additional obligations, (c) reduce the principal of, or interest on, the
Advances or any fees or other amounts payable hereunder, (d) postpone any date
fixed for any payment of principal of, or interest on, the Advances or any fees
or other amounts payable hereunder, (e) change the percentage of the Commitments
or of the aggregate unpaid principal amount of the Advances, or the number of
Lenders, that shall be required for the Lenders or any of them to take any
action hereunder, (f) reduce or limit the obligations of the Company under
Section 7.01 or release or otherwise limit the Company's liability with respect
to its obligations under Article VII or (g) amend the definition of "Required
Lenders" or this Section 9.01; provided further that (i) 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, (ii) no amendment, waiver or consent of
Section 9.07(f) shall, unless in writing and signed by each Lender that has
granted a funding option to an SPC in addition to the Lenders required above to
take such action, affect the rights or duties of such Lender or SPC under this
Agreement or any Note; (iii) no amendment, waiver or consent shall, unless in
writing and signed by each Swing Line Bank, in addition to the Lenders required
above to take such action, adversely affect the rights or obligations of the
Swing Line Banks in their capacities as such under this Agreement; and (iv) no
amendment, waiver or consent shall, unless in writing and signed by the Issuing
Banks in addition to the Lenders required above to take such action, adversely
affect the rights or obligations of the Issuing Banks in their capacities as
such under this Agreement.

                  SECTION 9.02. Notices, Etc. (a) All notices and other
communications provided for hereunder shall be either (x) in writing (including
facsimile communication) and mailed, telecopied or delivered or (y) as and to
the extent set forth in Section 9.02(b) and in the proviso to this Section
9.02(a), if to the Company or any other Borrower, to (or in care of) the
Company, at its address at 1114 Avenue of the Americas, New York, New York
10036, Attention: Senior Vice President and Treasurer (with a copy at the same
address to the Senior Vice President and General Counsel); 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 Company 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 Company and the Agent,
provided that materials required to be delivered pursuant to Section 5.01(h)(i),
(ii) or (iv) shall be delivered to the Agent as specified in Section 9.02(b) or
as otherwise specified to the applicable Borrower by the Agent. All such notices
and communications shall, when mailed, telecopied or e-mailed, be effective when
deposited in the mails, telecopied or confirmed by e-mail, 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 facsimile of an
executed counterpart of any amendment or waiver of any provision of this
Agreement or any 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 Sections 5.01(h)(i), (ii) and
(iv) may 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. Each Borrower agrees that the Agent may make such
materials, as well as any other written information, documents, instruments and
other material relating to such Borrower, any of its Subsidiaries or any other
materials or matters relating to this Agreement, any Notes or any of the
transactions contemplated hereby (collectively, the "Communications") available
to the Lenders by posting such notices on Intralinks (the "Platform"). Each
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 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 e-mail or telecopier. Each Lender agrees (i) to
notify the Agent in writing of such Lender's e-mail address or addresses 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(es) for such Lender) and (ii) that any Notice
may be sent to such e-mail address or addresses.

                  SECTION 9.03. 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 9.04. Costs and Expenses. (a) The Company agrees to
pay on demand all reasonable out-of-pocket expenses of the Agent in connection
with the preparation, execution, delivery, administration, modification and
amendment of this Agreement, any 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 Company 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, any 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 9.04(a).

                  (b) The Company 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) any Notes, this Agreement, any
of the transactions contemplated herein or the actual or proposed use of the
proceeds of the Advances, except to the extent such claim, damage, loss,
liability or expense is found in a final, non-appealable judgment 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 9.04(b) applies, such
indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by the Company, its directors, shareholders or creditors
or an Indemnified Party or any other Person or any Indemnified Party is
otherwise a party thereto. The Company 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 any Notes, this Agreement, any of the transactions
contemplated herein or the actual or proposed use of the proceeds of the
Advances.

                  (c) If any payment of principal of, or Conversion of, any
Eurocurrency Rate Advance is made by any 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 any 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 9.07 as a result of a
demand by the Company pursuant to Section 9.07(a), such 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 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 Company and the other Borrowers hereunder, the agreements and obligations
of the Company and the other Borrowers contained in Sections 2.11, 2.14 and 9.04
shall survive the payment in full of principal, interest and all other amounts
payable hereunder and under any Notes.

                  SECTION 9.05. 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 Advances 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 Company or
any Borrower against any and all of the obligations of the Company or any
Borrower now or hereafter existing under this Agreement and any 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 appropriate 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 9.06. Binding Effect. This Agreement shall be binding
upon and inure to the benefit of the Company, the Agent and each Lender and
their respective successors and assigns, except that neither the Company nor any
other Borrower shall have the right to assign its rights hereunder or any
interest herein without the prior written consent of the Lenders.

                  SECTION 9.07. Assignments and Participations. (a) Each Lender
may and, so long as no Default shall have occurred and be continuing, if
demanded by the Company (following a demand by such Lender pursuant to Section
2.11 or 2.14) upon at least 5 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, its Unissued Letter of Credit Commitment, the
Advances owing to it, its participations in Letters of Credit and any 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 related to the Commitments or the Unissued Letter of Credit
Commitment assigned thereby, (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
(x) 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 $5,000,000 or an
integral multiple of $1,000,000 in excess thereof and (y) the Unissued Letter of
Credit 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 $1,000,000 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 Company pursuant to this Section 9.07(a) shall be arranged by
the Company 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 Company pursuant to this Section 9.07(a) unless and
until such Lender shall have received one or more payments from either the
Company 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 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 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 Company, such recordation fee shall be payable by the
Company except that no such recordation fee shall be payable in the case of an
assignment made at the request of the Company to an Eligible Assignee that is an
existing Lender, and (vii) any Lender may, without the approval of the Company
or the Agent, assign all or a portion of its rights to any of its Affiliates or
to another Lender unless on the date of such assignment the assignee would be
entitled to make a demand pursuant to Section 2.11 or 2.14, in which case such
assignment shall be permitted only if the assignee shall waive in a manner
satisfactory to the Company in form and substance its rights to make such a
demand. 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 9.04
to the extent any claim thereunder relates to an event arising prior 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, or the perfection or priority of any lien or security
interest created or purported to be created under or in connection with, 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 Company or any
other Borrower or the performance or observance by the Company or any other
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 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 Company.

                  (d) The Agent shall maintain at its address referred to in
Section 9.02 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 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
Company, 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 Company 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 Company 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 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 Commitment
to any 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 Company, the other Borrowers, 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 rights as a
Lender hereunder, including, without limitation, any right to make any demand
under Section 2.11 or 2.14 or right to approve any amendment or waiver of any
provision of this Agreement or any Note, or any consent to any departure by the
Company or any other Borrower therefrom, except to the extent that such
amendment, waiver or consent would reduce the principal of, or interest on, any
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, any Notes or any fees or other amounts payable
hereunder or reduce or limit the obligations of the Company under Section 7.01
or release or otherwise limit the Company's liability with respect to its
obligations under Article VII or amend this Section 9.07(e) in any manner
adverse to such participant, in each case to the extent subject to such
participation.

                  (f) Each Lender may grant to a special purpose funding vehicle
(an "SPC") the option to fund all or any part of any Advance that such Lender is
obligated to fund under this Agreement (and upon the exercise by such SPC of
such option to fund, such Lender's obligations with respect to such Advance
shall be deemed satisfied to the extent of any amounts funded by such SPC);
provided, however, that (i) such Lender's obligations under this Agreement
(including, without limitation, its Commitment to the Borrowers hereunder) shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) each 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, (iv) any such option granted to an SPC shall not constitute a
commitment by such SPC to fund any Advance, (v) neither the grant nor the
exercise of such option to an SPC shall increase the costs or expenses or
otherwise increase or change the obligations of any Borrower under this
Agreement (including, without limitation, its obligations under Section 2.14)
and (vi) no SPC shall have any right to approve any amendment or waiver of any
provision of this Agreement or any Note, or any consent to any departure by any
Borrower therefrom, except to the extent that such amendment, waiver or consent
would reduce the principal of, or interest on, such Note or any fees or other
amounts payable hereunder, in each case to the extent subject to such grant of
funding option, or postpone any date fixed for any payment of principal of, or
interest on, such Note or any fees or other amounts payable hereunder, in each
case to the extent subject to such grant of funding option. Each party to this
Agreement hereby agrees that no SPC shall be liable for any indemnity or payment
under this Agreement for which a Lender would otherwise be liable. In
furtherance of the foregoing, each party hereto hereby agrees (which agreements
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial
paper or other senior indebtedness of any SPC, it will not institute against, or
join any other Person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under the
laws of the United States or any State thereof.

                  (g) Any Lender may, in connection with any assignment,
participation or grant of funding option or proposed assignment, participation
or grant of funding option pursuant to this Section 9.07, disclose to the
assignee, participant or SPC or proposed assignee, participant or SPC, any
information relating to any Borrower furnished to such Lender by or on behalf of
such Borrower; provided that, prior to any such disclosure, the assignee,
participant or SPC or proposed assignee, participant or SPC shall agree to
preserve the confidentiality of any Borrower Information relating to any
Borrower received by it from such Lender.

                  (h) 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 9.08. Confidentiality. Neither the Agent nor any
Lender may disclose to any Person any confidential, proprietary or non-public
information of the Company furnished to the Agent or the Lenders by the Company
(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 who need to know the Borrower
Information in connection with this Agreement (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Borrower Information and instructed to keep such Borrower
Information confidential on substantially the same terms as provided herein),
(ii) to the extent requested by any applicable 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) to the
extent necessary 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 for the benefit of the Company
containing provisions substantially the same as those of this Section 9.08, to
any assignee, participant, SPC, or prospective assignee, participant or SPC,
(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 9.08 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 Company that, to the knowledge of the Agent or such Lender, is
not in violation of any confidentiality agreement with the Company and (viii)
with the consent of the Company. Notwithstanding anything herein to the
contrary, the Agent and the Lenders may disclose to any and all Persons, without
limitation of any kind, the U.S. tax treatment and tax structure of the
transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are provided to the Agent or the Lenders
relating to such U.S. tax treatment and tax structure.

                  SECTION 9.09. Designated Subsidiaries. (a) Designation. The
Company may at any time, and from time to time, by delivery to the Agent of a
Designation Agreement duly executed by the Company and the respective Subsidiary
and substantially in the form of Exhibit E hereto, designate such Subsidiary as
a "Designated Subsidiary" for purposes of this Agreement and such Subsidiary
shall thereupon become a "Designated Subsidiary" for purposes of this Agreement
and, as such, shall have all of the rights and obligations of a Borrower
hereunder. The Agent shall promptly notify each Lender of each such designation
by the Company and the identity of the respective Subsidiary.

                  (b) Termination. Upon the payment and performance in full of
all of the indebtedness, liabilities and obligations under this Agreement of any
Designated Subsidiary then, so long as at the time no Notice of Borrowing in
respect of such Designated Subsidiary is outstanding, such Subsidiary's status
as a "Designated Subsidiary" shall terminate upon notice to such effect from the
Agent to the Lenders (which notice the Agent shall give promptly, and only upon
its receipt of a request therefor from the Company). Thereafter, the Lenders
shall be under no further obligation to make any Advance hereunder to such
Designated Subsidiary.

                  SECTION 9.10. Governing Law. This Agreement and the Notes, if
any, shall be governed by, and construed in accordance with, the laws of the
State of New York.

                  SECTION 9.11. 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 facsimile shall be effective as delivery of a manually executed
counterpart of this Agreement.

                  SECTION 9.12. Judgment. (a) If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due hereunder in Dollars
into another currency, the parties hereto agree, to the fullest extent that they
may effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Agent could purchase Dollars with
such other currency at Citibank's principal office in London at 11:00 A.M.
(London time) on the Business Day preceding that on which final judgment is
given.

                  (b) If for the purposes of obtaining judgment in any court it
is necessary to convert a sum due hereunder in a Committed Currency or Committed
L/C Currency into Dollars, the parties agree to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Agent could purchase such
Committed Currency or Committed L/C Currency with Dollars at Citibank's
principal office in London at 11:00 A.M. (London time) on the Business Day
preceding that on which final judgment is given.

                  (c) The obligation of the Company and each other Borrower in
respect of any sum due from it in any currency (the "Primary Currency") to any
Lender or the Agent hereunder shall, notwithstanding any judgment in any other
currency, be discharged only to the extent that on the Business Day following
receipt by such Lender or the Agent (as the case may be), of any sum adjudged to
be so due in such other currency, such Lender or the Agent (as the case may be)
may in accordance with normal banking procedures purchase the applicable Primary
Currency with such other currency; if the amount of the applicable Primary
Currency so purchased is less than such sum due to such Lender or the Agent (as
the case may be) in the applicable Primary Currency, the Company and each other
Borrower agrees, as a separate obligation and notwithstanding any such judgment,
to indemnify such Lender or the Agent (as the case may be) against such loss,
and if the amount of the applicable Primary Currency so purchased exceeds such
sum due to any Lender or the Agent (as the case may be) in the applicable
Primary Currency, such Lender or the Agent (as the case may be) agrees to remit
to the Company or such other Borrower such excess.

                  SECTION 9.13. 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, if any, 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 Company and each other
Borrower hereby further irrevocably consent to the service of process in any
action or proceeding in such courts by the mailing thereof by any parties hereto
by registered or certified mail, postage prepaid, to the Company at its address
specified pursuant to Section 9.02. 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 any Notes in the courts of any jurisdiction.

                  (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 any 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 9.14. Substitution of Currency. If a change in any
Committed Currency or Committed L/C Currency occurs pursuant to any applicable
law, rule or regulation of any governmental, monetary or multi-national
authority, this Agreement (including, without limitation, the definitions of
Eurocurrency Rate) will be amended to the extent determined by the Agent (acting
reasonably and in consultation with the Company) to be necessary to reflect the
change in currency and to put the Lenders and the Company in the same position,
so far as possible, that they would have been in if no change in such Committed
Currency or Committed L/C Currency had occurred.

                  SECTION 9.15. No Liability Regarding Letters of Credit. None
of the Agent, the Lenders nor any Issuing Bank, nor any of their Affiliates, or
the respective directors, officers, employees, agents and advisors of such
Person or such Affiliate, shall have any liability or responsibility by reason
of or in connection with the issuance or transfer of any Letter of Credit or any
payment or failure to make any payment thereunder, or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
applicable Issuing Bank; provided that the foregoing shall not be construed to
excuse any Issuing Bank from liability to the applicable Borrower to the extent
of any direct damages (as opposed to consequential damages, claims in respect of
which are hereby waived by the Borrowers to the extent permitted by applicable
law) suffered by such Borrower that are caused by such Issuing Bank's failure to
exercise care when determining whether drafts and other documents presented
under a Letter of Credit comply with the terms thereof or any failure to honor a
Letter of Credit where such Issuing Bank is, under applicable law, required to
honor it. The parties hereto expressly agree that, as long as the Issuing Bank
has not acted with gross negligence or willful misconduct, such Issuing Bank
shall be deemed to have exercised care in each such determination. In
furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, an
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation or refuse to
accept and make payment upon such documents if such documents are not in strict
compliance with the terms of such Letter of Credit.

                  SECTION 9.16. Patriot Act Notification. Each Lender and the
Agent (for itself and not on behalf of any Lender) hereby notifies the Company
and each other Borrower that pursuant to the requirements of Section 326 of the
USA Patriot Act (Title III of Pub.L. 107-56 (signed into law October 26, 2001))
and the promulgated regulations thereto (the "Patriot Act"), it is required to
obtain, verify and record information that identifies each Borrower, which
information includes the name and address of each Borrower and other information
that will allow such Lender or the Agent, as applicable, to identify each
Borrower in accordance with the Patriot Act. Each Borrower shall, and shall
cause each of their Subsidiaries to, provide, to the extent commercially
reasonable, such information and take such actions as are reasonably requested
by the Agent or any Lenders in order to assist the Agent and the Lenders in
maintaining compliance with the Patriot Act.

                  SECTION 9.17. Waiver of Jury Trial. Each of the Company, each
other 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 any
Notes or the actions of the Agent or any Lender in the negotiation,
administration, performance or enforcement thereof.



                [Remainder of this page intentionally left blank]


<PAGE>

                  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.


                                    THE INTERPUBLIC GROUP OF
                                    COMPANIES, INC.

                                    By:   /s/ Steven D. Berns
                                        --------------------------
                                    Title:  Senior Vice President and Treasurer


                                    CITIBANK, N.A., as Agent

                                    By:   /s/ Judith Green
                                        -----------------------------------
                                    Title:  Vice President


<PAGE>


                                    Swing Line Bank
                                    ---------------
Swing Line Commitment
---------------------
$5,000,000                          CITIBANK, N.A.

                                    By:   /s/ Judith Green
                                        -----------------------------------
                                    Title:  Vice President


$5,000,000        Total of the Swing Line Commitments


                                    Initial Issuing Banks
                                    ---------------------
Letter of Credit Commitment
---------------------------
$200,000,000                        CITIBANK, N.A.

                                    By:   /s/ Judith Green
                                        -----------------------------------
                                    Title:  Vice President


                                    JPMORGAN CHASE BANK  (solely with respect
                                    to Letters of Credit listed on Schedule
                                    2.01(c))

                                    By:   /s/ Rebecca Vogel
                                        -----------------------------------
                                    Title:  Vice President


                                    KEYBANK  NATIONAL  ASSOCIATION  (solely
                                    with respect to Letters of Credit listed on
                                    Schedule 2.01(c))

                                    By:   /s/ Francis W. Lutz
                                        -----------------------------------
                                    Title:  Vice President

$200,000,000      Total of the Letter of Credit Commitments


                                    Initial Lenders
                                    ---------------
Revolving Credit Commitment
---------------------------
$80,357,143                         CITIBANK, N.A.

                                    By:   /s/ Judith Green
                                        -----------------------------------
                                    Title:  Vice President


$73,928,571                         JPMORGAN CHASE BANK

                                    By:   /s/ Rebecca Vogel
                                        -----------------------------------
                                    Title:  Vice President


$25,714,286                         KEYBANK NATIONAL ASSOCIATION

                                    By:    /s/ Francis W. Lutz
                                        -----------------------------------
                                    Title:  Vice President


$56,250,000                         LLOYDS TSB BANK PLC

                                    By:   /s/ Windsor R. Davies
                                        -----------------------------------
                                    Title:  Director

                                    By:   /s/ Lisa Maguire
                                        -----------------------------------
                                    Title:  Assistant Vice President


$70,714,286                         HSBC BANK USA

                                    By:   /s/ Johan Sorensson
                                        -----------------------------------
                                    Title:  Senior Vice President


$16,071,429                         ING BANK

                                    By:   /s/ Bill James
                                        -----------------------------------
                                    Title:  Managing Director


$9,642,857                          ROYAL BANK OF CANADA

                                    By:   /s/ Suzanne Kaicher
                                        ----------------------------------
                                    Title:  Attorney-in-Fact


$61,071,429                         UBS LOAN FINANCE LLC

                                    By:   /s/ Doris Mesa
                                        -----------------------------------
                                    Title:  Associate Director

                                    By:   /s/ Joselin Fernandes
                                        -----------------------------------
                                    Title:  Associate Director


$40,178,571                         SUNTRUST BANK

                                    By:   /s/ Heidi M. Khambatta
                                        -----------------------------------
                                    Title:  Vice President


$16,071,429                         CALYON NEW YORK BRANCH

                                    By:   /s/ Scott R. Chappekka
                                        -----------------------------------
                                    Title:  Vice President

                                    By:   /s/ Alexander Averbukh
                                        -----------------------------------
                                    Title:  Director

$450,000,000      Total of the Revolving Credit Commitments