Exhibit 10.1
                                                                    ------------

                                U.S. $250,000,000


                            364-DAY CREDIT AGREEMENT

                            Dated as of May 10, 2004

                                      Among

                    THE INTERPUBLIC GROUP OF COMPANIES, INC.
                                   as Company


                        THE INITIAL LENDERS NAMED HEREIN
                               as Initial Lenders


                                 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
<TABLE>
<CAPTION>
                                                                                        Page
                                                                                        ----



                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

<S>     <C>                                                                                 <C>
SECTION 1.01. Certain Defined Terms..........................................................1
SECTION 1.02. Computation of Time Periods...................................................11
SECTION 1.03. Accounting Terms..............................................................11

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01. The Advances..................................................................11
SECTION 2.02. Making the Advances...........................................................11
SECTION 2.03. Fees..........................................................................12
SECTION 2.04. Termination or Reduction of the Commitments...................................13
SECTION 2.05. Repayment of Advances.........................................................13
SECTION 2.06. Interest on Advances..........................................................13
SECTION 2.07. Interest Rate Determination...................................................13
SECTION 2.08. Optional Conversion of Advances...............................................15
SECTION 2.09. Prepayments of Advances.......................................................15
SECTION 2.10. Increased Costs...............................................................15
SECTION 2.11. Illegality....................................................................16
SECTION 2.12. Payments and Computations.....................................................16
SECTION 2.13. Taxes.........................................................................17
SECTION 2.14. Sharing of Payments, Etc......................................................19
SECTION 2.15. Evidence of Debt..............................................................19
SECTION 2.16. Use of Proceeds...............................................................19
SECTION 2.17. Extension of Termination Date.................................................19

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01.........................21
SECTION 3.02. Initial Advance to Each Designated Subsidiary.................................22
SECTION 3.03. Conditions Precedent to Each Borrowing, Extension Date and Term Loan
        Election............................................................................23
SECTION 3.04. Determinations Under Sections 3.01 and 3.02...................................23

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Company.................................23

                                    ARTICLE V

                            COVENANTS OF THE COMPANY

SECTION 5.01. Affirmative Covenants.........................................................25
SECTION 5.02. Negative Covenants............................................................27
SECTION 5.03. Financial Covenants...........................................................30

                                   ARTICLE VI

                                EVENTS OF DEFAULT

SECTION 6.01. Events of Default.............................................................30

                                   ARTICLE VII

                                    GUARANTY

SECTION 7.01. Guaranty......................................................................33
SECTION 7.02. Guaranty Absolute.............................................................33
SECTION 7.03. Waivers and Acknowledgments...................................................34
SECTION 7.04. Subrogation...................................................................34
SECTION 7.05. Continuing Guaranty; Assignments..............................................35

                                  ARTICLE VIII

                                    THE AGENT

SECTION 8.01. Authorization and Action......................................................35
SECTION 8.02. Agent's Reliance, Etc.........................................................35
SECTION 8.03. Citibank and Affiliates.......................................................35
SECTION 8.04. Lender Credit Decision........................................................36
SECTION 8.05. Indemnification...............................................................36
SECTION 8.06. Successor Agent...............................................................36
SECTION 8.07. Sub-Agent.....................................................................36
SECTION 8.08. Other Agents..................................................................37

                                   ARTICLE IX

                                  MISCELLANEOUS

SECTION 9.01. Amendments, Etc...............................................................37
SECTION 9.02. Notices, Etc..................................................................37
SECTION 9.03. No Waiver; Remedies...........................................................38
SECTION 9.04. Costs and Expenses............................................................38
SECTION 9.05. Right of Set-off..............................................................39
SECTION 9.06. Binding Effect................................................................39
SECTION 9.07. Assignments and Participations................................................39
SECTION 9.08. Confidentiality...............................................................42
SECTION 9.09. Designated Subsidiaries.......................................................42
SECTION 9.10. Governing Law.................................................................42
SECTION 9.11. Execution in Counterparts.....................................................42
SECTION 9.12. Judgment......................................................................42
SECTION 9.13. Jurisdiction, Etc.............................................................43
SECTION 9.14. Substitution of Currency......................................................43
SECTION 9.15. Patriot Act Notification......................................................43
SECTION 9.16. Waiver of Jury Trial..........................................................43

</TABLE>



<PAGE>




Schedules

Schedule I - List of Applicable Lending Offices
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 of the Company
Exhibit E    -    Form of Designation Agreement




<PAGE>



                            364-DAY 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") 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 an advance by a Lender to any Borrower as part of
        a Borrowing and refers to a Base Rate Advance or a Eurocurrency Rate
        Advance (each of which shall be a "Type" of 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 prior to the Term Loan
        Conversion Date, a percentage per annum determined by reference to the
        Public Debt Rating in effect on such date as set forth below:
<TABLE>
<CAPTION>

               ---------------------- ----------------------- --------------------------
                                                                Applicable Margin for
                Public Debt Rating    Applicable Margin for       Eurocurrency Rate
                    S&P/Moody's         Base Rate Advances            Advances
               ---------------------- ----------------------- --------------------------
               <S>                            <C>                      <C>
               Level 1
               -------
               BBB or Baa2 or above           0.000%                   0.600%
               ---------------------- ----------------------- --------------------------
               Level 2
               -------
               BBB- and Baa3                  0.000%                   0.700%
               ---------------------- ----------------------- --------------------------
               Level 3
               -------
               BBB- or Baa3                   0.000%                   0.925%
               ---------------------- ----------------------- --------------------------
               Level 4
               -------
               BB+ and Ba1                    0.000%                   1.200%
               ---------------------- ----------------------- --------------------------
               Level 5
               -------
               Lower than Level 4             0.100%                   1.600%
               ---------------------- ----------------------- --------------------------
</TABLE>

        and, as of any date on and after the Term Loan Conversion Date, a
        percentage per annum determined by reference to the Public Debt Rating
        in effect on such date as set forth below:
<TABLE>
<CAPTION>

              ----------------------- ----------------------- --------------------------
                                                                 Applicable Margin for
                Public Debt Rating    Applicable Margin for       Eurocurrency Rate
                    S&P/Moody's         Base Rate Advances            Advances
              ----------------------- ----------------------- --------------------------
               <S>                            <C>                      <C>
              Level 1
              -------
              BBB or Baa2 or above            0.375%                   1.875%
              ----------------------- ----------------------- --------------------------
              Level 2
              -------
              BBB- and Baa3                   0.625%                   2.125%
              ----------------------- ----------------------- --------------------------
              Level 3
              -------
              BBB- or Baa3                    0.875%                   2.375%
              ----------------------- ----------------------- --------------------------
              Level 4
              -------
              BB+ and Ba1                     2.250%                   3.750%
              ----------------------- ----------------------- --------------------------
              Level 5
              -------
              Lower than Level 4              3.000%                   4.500%
              ----------------------- ----------------------- --------------------------
</TABLE>

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

                      -------------------------- ------------------------
                          Public Debt Rating           Applicable
                             S&P/Moody's               Percentage
                      -------------------------- ------------------------
                      Level 1
                      -------
                      BBB or Baa2 or above               0.150%
                      -------------------------- ------------------------
                      Level 2
                      -------
                      BBB- and Baa3                      0.175%
                      -------------------------- ------------------------
                      Level 3
                      -------
                      BBB- or Baa3                       0.200%
                      -------------------------- ------------------------
                      Level 4
                      -------
                      BB+ and Ba1                        0.300%
                      -------------------------- ------------------------
                      Level 5
                      -------
                      Lower than Level 4                 0.400%
                      -------------------------- ------------------------

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

               "Assuming Lender" has the meaning specified in Section 2.17(c).

               "Assumption Agreement" has the meaning specified in Section
        2.17(c).

               "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 2.06(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 borrowing consisting of simultaneous Advances
        of the same Type made by each of the Lenders pursuant to Section 2.01.

               "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 as to any Lender the obligation of such Lender
        to make Advances to any Borrower in (a) the Dollar amount set forth
        opposite such Lender's name on the signature pages hereof, (b) if such
        Lender has become a Lender hereunder pursuant to an Assumption
        Agreement, the Dollar amount set forth in such Assumption Agreement or
        (c) 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 2.04.

               "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.

               "Consenting Lender" has the meaning specified in Section 2.17(b).

               "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 2.07 or 2.08.

               "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 Assumption Agreement or
        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 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 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 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 2.07).

               "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 Assumption Agreement or
        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 2.07) 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 2.06(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.

               "Extension Date" has the meaning specified in Section 2.17(b).

               "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 the applicable 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 or, if the Advances have been
               converted to a term loan pursuant to Section 2.05 prior to such
               selection, that ends after the Maturity 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.

               "L/C Cash Deposit Account" means the interest bearing cash
        deposit account established and maintained by the Agent under and as
        defined in the 3-Year Credit Agreement dated as of May 10, 2004 among
        the Company, the initial lenders, initial issuing banks, swing line bank
        and other financial institutions party thereto and Citibank, as
        administrative agent.

               "Lenders" means the Initial Lenders and each Assuming Lender that
        shall become a party hereto pursuant to Section 2.17 and each Person
        that shall become a party hereto pursuant to Section 9.07.

               "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 and the Notes, if any.

               "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.

               "Maturity Date" means the earlier of (a) the first anniversary of
        the Termination Date and (b) the date of termination in whole of the
        aggregate Commitments pursuant to Section 2.04 or 6.01.

               "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.

               "Non-Consenting Lender" has the meaning specified in Section
        2.17(b).

               "Note" means a promissory note of any Borrower payable to the
        order of any Lender, delivered pursuant to a request made under Section
        2.15 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 Borrowing" has the meaning specified in Section
        2.02(a).

               "Payment Office" means, for any Committed 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 Commitment at such time and the denominator of
        which is the aggregate 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 Advances, or,
        if no such principal amount is then outstanding, Lenders having at least
        a majority in amount of the Commitments.

               "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.

               "Term Loan Conversion Date" means the Termination Date on which
        all Advances outstanding on such date are converted into a term loan
        pursuant to Section 2.05.

               "Term Loan Election" has the meaning specified in Section 2.05.

               "Termination Date" means the earlier of (a) May 9, 2005, subject
        to the extension thereof pursuant to Section 2.17 and (b) the date of
        termination in whole of the Commitments pursuant to Section 2.04 or
        6.01; provided, however, that the Termination Date of any Lender that is
        a Non-Consenting Lender to any requested extension pursuant to Section
        2.17 shall be the Termination Date in effect immediately prior to the
        applicable Extension Date for all purposes of this Agreement.

               "Unused Commitment" means, with respect to each Lender at any
        time, (a) the amount of such Lender's Commitment at such time minus (b)
        the aggregate principal amount of all Advances (based in respect of any
        Advances denominated in a Committed Currency on the Equivalent in
        Dollars at such time) made by such Lender (in its capacity as a Lender)
        and 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

               SECTION 2.01. The Advances. Each Lender severally agrees, on the
terms and conditions hereinafter set forth, to make 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
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 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 Advances denominated in any Committed Currency
(determined on the date of the applicable Notice of Borrowing) and shall consist
of Advances of the same Type made on the same day by the Lenders ratably
according to their respective Commitments. Within the limits of each Lender's
Commitment, any Borrower may borrow under this Section 2.01, prepay pursuant to
Section 2.09 and reborrow under this Section 2.01.

               SECTION 2.02. Making the Advances. (a) Each 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 Borrowing in the case of a
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 Borrowing in the case of a 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 Borrowing in the case of a Borrowing
consisting of Base Rate Advances, by any Borrower to the Agent (and, in the case
of a 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 Borrowing (a "Notice of 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 Borrowing,
(ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such
Borrowing, and (iv) in the case of a 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 Borrowing, in the case of a Borrowing consisting
of Advances denominated in Dollars, and before 4:00 P.M. (London time) on the
date of such Borrowing, in the case of a 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 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 Borrowing at the Agent's address referred
to in Section 9.02 or, in the case of a Borrowing in a Committed Currency, at
the applicable Payment Office, as the case may be.

               (b) Anything in subsection (a) above to the contrary
notwithstanding, (i) no Borrower may select Eurocurrency Rate Advances for any
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
Lenders to make Eurocurrency Rate Advances shall then be suspended pursuant to
Section 2.07 or 2.11 and (ii) the Eurocurrency Rate Advances may not be
outstanding as part of more than twenty separate Borrowings.

               (c) Each Notice of Borrowing of any Borrower shall be irrevocable
and binding on such Borrower. In the case of any Borrowing that the related
Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Advances,
any Borrower requesting such Borrowing shall indemnify each Lender against any
loss, cost or expense incurred by such Lender as a result of any failure to
fulfill on or before the date specified in such Notice of Borrowing for such
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 Borrowing when such Advance, as a result of such failure, is not made on
such date.

               (d) Unless the Agent shall have received notice from a Lender
prior to the time of any Borrowing that such Lender will not make available to
the Agent such Lender's ratable portion of such Borrowing, the Agent may assume
that such Lender has made such portion available to the Agent on the date of
such Borrowing in accordance with subsection (a) 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 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 Advance as part of such Borrowing for purposes of this Agreement.

               (e) The failure of any Lender to make the Advance to be made by
it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Advance on the date of such Borrowing,
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 the date of any Borrowing.

               SECTION 2.03. 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 Commitment from the Effective Date in the case of each
Initial Lender and from the effective date specified in the Assumption Agreement
or 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) 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 2.04. Termination or Reduction of the Commitments. (a)
Optional. 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
each partial reduction shall be in the aggregate amount of $5,000,000 or an
integral multiple of $100,000 in excess thereof.

               (b) Mandatory. On the Termination Date, if the Company has made
the Term Loan Election in accordance with Section 2.05 prior to such date, and
from time to time thereafter upon each prepayment of the Advances, the
Commitments of the Lenders shall be automatically and permanently reduced on a
pro rata basis by an amount equal to the amount by which (i) the aggregate
Commitments immediately prior to such reduction exceeds (ii) the aggregate
unpaid principal amount of all Advances outstanding at such time.

               SECTION 2.05. Repayment of Advances. Each Borrower shall, subject
to the next succeeding sentence, repay to the Agent for the ratable account of
the Lenders on the Termination Date the aggregate principal amount of the
Advances then outstanding. The Company may, upon not less than 15 days' notice
to the Agent, elect (the "Term Loan Election") to convert all of the Advances
outstanding on the Termination Date in effect at such time into a term loan
which the Borrowers shall repay in full ratably to the Lenders on the Maturity
Date; provided that the Term Loan Election (x) may not be made if (A) the
applicable conditions set forth in Section 3.03 are not met on the date of
notice of the Term Loan Election or (B) Consolidated EBITDA for the Company and
its Consolidated Subsidiaries for the period of four fiscal quarters most
recently ended is less than $831,000,000 and (y) may not be consummated on the
Term Loan Conversion Date if (A) the applicable conditions set forth in Section
3.03 are not met on the Term Loan Conversion Date or (B) Consolidated EBITDA for
the Company and its Consolidated Subsidiaries for the period of four fiscal
quarters most recently ended is less than $831,000,000. All Advances converted
into a term loan pursuant to this Section 2.05 shall continue to constitute
Advances except that the Borrowers may not reborrow pursuant to Section 2.01
after all or any portion of such Advances have been prepaid pursuant to Section
2.09.

               SECTION 2.06. Interest on Advances. (a) Scheduled Interest. Each
Borrower shall pay interest on the unpaid principal amount of each Advance made
to it and owing to each Lender from the date of such Advance until such
principal amount shall be paid in full, at the following rates per annum:

               (i) Base Rate Advances. During such periods as such Advance is a
       Base Rate Advance, a rate per annum equal at all times to the sum of (x)
       the Base Rate in effect from time to time plus (y) the Applicable Margin
       in effect from time to time plus (z) the Applicable Utilization Fee, 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.

               (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 2.07. 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
2.06(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for
the purpose of determining the interest rate under Section 2.06(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 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 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 2.08. Optional Conversion of Advances. Each Borrower of
any 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 2.07 and
2.11, Convert all 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(b) and no Conversion of any Advances shall
result in more separate Borrowings than permitted under Section 2.02(b). Each
such notice of a Conversion shall, within the restrictions specified above,
specify (i) the date of such Conversion, (ii) the Dollar denominated 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 2.09. 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 Advances comprising part of the
same 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
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 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 then
outstanding exceeds 103% of the aggregate 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 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 2.09(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 2.09(b) to the Company and
       the Lenders.

               SECTION 2.10. 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 (excluding for
purposes of this Section 2.10 any such increased costs resulting from (i) Taxes
or Other Taxes (as to which Section 2.13 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 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 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 any other jurisdiction in which the funding operations of
any Lender shall be conducted with respect to such Committed 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 by reference to which interest
rates applicable to loans in such Committed 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 2.06 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 2.11. 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 2.12. 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, 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 2.10, 2.13
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 any Assuming Lender becoming a Lender hereunder as a result of
an extension of the Termination Date pursuant to Section 2.17, and upon the
Agent's receipt of such Lender's Assumption Agreement and recording of the
information contained therein in the Register, from and after the applicable
Extension Date the Agent shall make all payments hereunder and under any Notes
issued in connection therewith in respect of the interest assumed thereby to the
Assuming Lender. 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 shall be made by the Agent on the basis of a year of 360 days,
in each case for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest or fees
are payable. Each determination by the Agent of an interest rate hereunder shall
be conclusive and binding for all purposes, absent manifest error.

               (c) Whenever any payment hereunder or under 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 or fee, 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 2.13. Taxes. (a) Any and all payments by each Borrower
hereunder or under any Notes shall be made, in accordance with Section 2.12,
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
Assumption Agreement or the Assignment and Acceptance pursuant to which it
becomes a Lender in the case of each other Lender, and from time to time
thereafter as 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 2.13(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 2.13(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 2.13 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 2.14. 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 Advances owing to it (other
than pursuant to Section 2.10, 2.13 or 9.04(c)) in excess of its Ratable Share
of payments on account of the Advances obtained by all the Lenders, such Lender
shall forthwith purchase from the other Lenders such participations in the
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 2.14
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 2.15. 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 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 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 Assumption Agreement and 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 2.16. 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.

               SECTION 2.17. Extension of Termination Date. (a) Provided that
the Company has not previously made a Term Loan Election pursuant to Section
2.05, at least 35 days but not more than 45 days prior to the Termination Date,
the Company, by written notice to the Agent, may request an extension of the
Termination Date in effect at such time by 364 days from its then scheduled
expiration. The Agent shall promptly notify each Lender of such request, and
each Lender shall in turn, in its sole discretion, not later than 25 days prior
to the Termination Date, notify the Company and the Agent in writing as to
whether such Lender will consent to such extension. If any Lender shall fail to
notify the Agent and the Company in writing of its consent to any such request
for extension of the Termination Date at least 24 days prior to the Termination
Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to
such request. The Agent shall notify the Company on the next succeeding Business
Day of the decision of the Lenders regarding the Company's request for an
extension of the Termination Date.

               (b) If all the Lenders consent in writing to any such request in
accordance with subsection (a) of this Section 2.17, the Termination Date in
effect at such time shall, effective as at the Termination Date (the "Extension
Date"), be extended for 364 days; provided that on each Extension Date the
applicable conditions set forth in Article III shall be satisfied. If less than
all of the Lenders consent in writing to any such request in accordance with
subsection (a) of this Section 2.17, the Termination Date in effect at such time
shall, effective as at the applicable Extension Date and subject to subsection
(d) of this Section 2.17, be extended as to those Lenders that so consented
(each a "Consenting Lender") but shall not be extended as to any other Lender
(each a "Non-Consenting Lender"). To the extent that the Termination Date is not
extended as to any Lender pursuant to this Section 2.17 and the Commitment of
such Lender is not assumed in accordance with subsection (c) of this Section
2.17 on or prior to the applicable Extension Date, the Commitment of such
Non-Consenting Lender shall automatically terminate in whole on such unextended
Termination Date without any further notice or other action by the Company, such
Lender or any other Person; provided that such Non-Consenting Lender's rights
under Sections 2.10, 2.13 and 9.04, and its obligations under Section 8.05,
shall survive the Termination Date for such Lender as to matters occurring prior
to such date. It is understood and agreed that no Lender shall have any
obligation whatsoever to agree to any request made by the Company for any
requested extension of the Termination Date.

               (c) If less than all of the Lenders consent to any such request
pursuant to subsection (a) of this Section 2.17, the Agent shall promptly so
notify the Consenting Lenders, and each Consenting Lender may, in its sole
discretion, give written notice to the Agent not later than 10 days prior to the
Termination Date of the amount of the Non-Consenting Lenders' Commitments for
which it is willing to accept an assignment. If the Consenting Lenders notify
the Agent that they are willing to accept assignments of Commitments in an
aggregate amount that exceeds the amount of the Commitments of the
Non-Consenting Lenders, such Commitments shall be allocated among the Consenting
Lenders willing to accept such assignments in such amounts as are agreed between
the Company and the Agent. If after giving effect to the assignments of
Commitments there remain any Commitments of Non-Consenting Lenders, the Company
may arrange for one or more Consenting Lenders or other Eligible Assignees
(each, an "Assuming Lender") to assume, effective as of the Extension Date, any
Non-Consenting Lender's Commitment and all of the obligations of such
Non-Consenting Lender under this Agreement thereafter arising, without recourse
to or warranty by, or expense to, such Non-Consenting Lender; provided, however,
that the amount of the Commitment of any such Assuming Lender as a result of
such substitution shall in no event be less than $10,000,000 unless the amount
of such Commitment of such Non-Consenting Lender is less than $10,000,000, in
which case such Assuming Lender shall assume all of such lesser amount; and
provided further that:

              (i) any such Consenting Lender or Assuming Lender shall have paid
       to such Non-Consenting Lender (A) the aggregate principal amount of, and
       any interest accrued and unpaid to the effective date of the assignment
       on, the outstanding Advances, if any, of such Non-Consenting Lender plus
       (B) any accrued but unpaid facility fees owing to such Non-Consenting
       Lender as of the effective date of such assignment;

              (ii) all additional costs reimbursements, expense reimbursements
       and indemnities payable to such Non-Consenting Lender, and all other
       accrued and unpaid amounts owing to such Non-Consenting Lender hereunder,
       as of the effective date of such assignment shall have been paid to such
       Non-Consenting Lender; and

              (iii) with respect to any such Assuming Lender, the applicable
       processing and recordation fee required under Section 9.07(a) for such
       assignment shall have been paid.

At least three Business Days prior to any Extension Date, (A) each such Assuming
Lender, if any, shall have delivered to the Company and the Agent an agreement
in form and substance reasonably satisfactory to the Agent and the Company
(each, an "Assumption Agreement"), duly executed by such Assuming Lender, such
Non-Consenting Lender, the Company and the Agent, (B) any such Consenting Lender
shall have delivered confirmation in writing satisfactory to the Company and the
Agent as to the increase in the amount of its Commitment and (C) each
Non-Consenting Lender being replaced pursuant to this Section 2.17 shall have
delivered to the Agent any Note or Notes held by such Non-Consenting Lender.
Upon the payment or prepayment of all amounts referred to in clauses (i), (ii)
and (iii) above, each such Consenting Lender or Assuming Lender, as of the
Extension Date, will be substituted for such Non-Consenting Lender under this
Agreement and shall be a Lender for all purposes of this Agreement, without any
further acknowledgment by or the consent of the other Lenders, and the
obligations of each such Non-Consenting Lender hereunder shall, by the
provisions hereof, be released and discharged.

(d) If (after giving effect to any assignments or assumptions pursuant to
subsection (c) of this Section 2.17) Lenders having Commitments in an amount
equal to the greater of (x) 50% of the Commitments in effect immediately prior
to the Extension Date and (y) the sum of the aggregate principal amount of the
Advances made or assumed by the Consenting Lenders and the Assuming Lenders
consent in writing to a requested extension (whether by execution or delivery of
an Assumption Agreement or otherwise) not later than one Business Day prior to
such Extension Date, the Agent shall so notify the Company, and, subject to the
satisfaction of the applicable conditions in Article III, the Termination Date
then in effect shall be extended for the additional 364-day period as described
in subsection (a) of this Section 2.17, and all references in this Agreement,
and in the Notes, if any, to the "Termination Date" shall, with respect to each
Consenting Lender and each Assuming Lender for such Extension Date, refer to the
Termination Date as so extended. Promptly following each Extension Date, the
Agent shall notify the Lenders (including, without limitation, each Assuming
Lender) of the extension of the scheduled Termination Date in effect immediately
prior thereto and shall thereupon record in the Register the relevant
information with respect to each such Consenting Lender and each such Assuming
Lender. Each Non-Consenting Lender's rights under Sections 2.10, 2.13 and 9.04,
and its obligations under Section 8.05, shall survive such substitution as to
matters occurring prior to the date of substitution.

                                  ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

               SECTION 3.01. Conditions Precedent to Effectiveness of Section
2.01. Section 2.01 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 2.15.

                     (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 2.15.

              (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, Extension
Date and Term Loan Election. The obligation of each Lender to make an Advance on
the occasion of each Borrowing, each extension of Commitments pursuant to
Section 2.17, the giving of notice and consummation of the Term Loan Election
shall be subject to the conditions precedent that the Effective Date shall have
occurred and on the date of such Borrowing, the applicable Extension Date, the
date of giving of notice of the Term Loan Election or the Term Loan Conversion
Date (as the case may be) the following statements shall be true (and each of
the giving of the applicable Notice of Borrowing, request for Commitment
extension, notice of Term Loan Election 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, such Extension Date, the date
of notice of the Term Loan Election or the Term Loan Conversion Date, 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 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, such
       Extension Date or the Term Loan Conversion Date (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, such Extension Date or the Term Loan Conversion Date (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 clauses (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 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 the Advances, all such interest and all such amounts shall become and
be forthwith due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by 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 shall automatically be terminated
and (B) the Advances, all such interest and all such amounts shall automatically
become and be due and payable, without presentment, demand, protest or any
notice of any kind, all of which are hereby expressly waived by each Borrower.

                                   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.

               (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 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 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 Assumption Agreement entered into by an
Assuming Lender as provided in Section 2.17 or 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, 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) The failure of any Lender to reimburse the Agent 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 for its Ratable Share of such
amount, but no Lender shall be responsible for the failure of any other Lender
to reimburse the Agent 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. The Agent 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) except as provided in Section 2.17(c), 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) except as provided in Section 2.17(b), 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 (x) 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 and (y) 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.

               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
Assumption Agreement or 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 the applicable 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 the Notes, if any, 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 2.07(d) or (e), 2.09 or
2.11, 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 2.10, 2.13 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 2.10 or 2.13)
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,
the Advances owing to it 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 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
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, (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 2.10 or 2.13, 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 2.10, 2.13 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, 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 Assumption Agreement and 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 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) 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 2.10 or 2.13 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 2.13)
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 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 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 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 had
occurred.

               SECTION 9.15. 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 9.16. 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.





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<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>



                                        Initial Lenders
                                        ---------------
Commitment
----------
$44,642,857                             CITIBANK, N.A.

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


$41,071,429                             JPMORGAN CHASE BANK

                                        By:   /s/ Rebecca Vogel
                                        Title:  Vice President


$14,285,714                             KEYBANK NATIONAL ASSOCIATION

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


$31,250,000                             LLOYDS TSB BANK PLC

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

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


$39,285,714                             HSBC BANK USA

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


$8,928,571                              ING BANK

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


$5,357,143                              ROYAL BANK OF CANADA

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


$33,928,571                             UBS LOAN FINANCE LLC

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

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


$22,321,429                             SUNTRUST BANK

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


$8,928,571                              CALYON NEW YORK BRANCH

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

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


$250,000,000      Total of the Commitments