<PAGE>
                                                                     EXHIBIT 4.3

                        3-YEAR REVOLVING CREDIT AGREEMENT

                          Dated as of October 15, 2002

                  CORN PRODUCTS INTERNATIONAL, INC., a Delaware corporation (the
"Borrower"), the banks (the "Banks") and issuers of letters of credit (the
"Initial Issuing Banks") listed on the signature pages hereof, SUNTRUST BANK
("SunTrust"), as administrative agent (the "Administrative 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):

                  "Administrative Agent" has the meaning specified in the
         recital of parties to this Agreement.

                  "Advance" means an advance by a Lender to the Borrower as part
         of a Borrowing and refers to a Base Rate Advance or a Eurodollar 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 5% 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.

                  "Anniversary Date" means October 15, 2003 and October 15 in
         each succeeding calendar year occurring during the term of this
         Agreement.

                  "Applicable Facility Fee" means, for each day, the rate of
         interest per annum (expressed in basis points, i.e., 1/100 of 1%) set
         forth below opposite the Applicable Performance Level in effect on the
         immediately preceding last day of March, June, September and December,
         as the case may be.

<Table>
<Caption>

       Applicable Performance               Applicable Facility Fee
               Level
       ----------------------               -----------------------
       <S>                                  <C>
                 1                                   15.0
                 2                                   20.0
                 3                                   25.0
                 4                                   30.0
</Table>

                                       1
<PAGE>

                  "Applicable Lending Office" means, with respect to each
         Lender, such Lender's Domestic Lending Office in the case of a Base
         Rate Advance and such Lender's Eurodollar Lending Office in the case of
         a Eurodollar Rate Advance.

                  "Applicable Margin" means, at any time, the rate of interest
         per annum (expressed in basis points, i.e., 1/100 of 1%) set forth
         below opposite the Applicable Performance Level in effect on the first
         day of the Interest Period therefor, in the case of a Eurodollar Rate
         Advance or in effect, from time to time, in the case of a Base Rate
         Advance.

<Table>
<Caption>

    Applicable Performance              Applicable Margin
             Level
                                 Base Rate     Eurodollar Rate
    <S>                          <C>           <C>
               1                    0.00             60.0
               2                    0.00             90.0
               3                    0.00            125.0
               4                    0.00            145.0
</Table>

                  "Applicable Performance Level" shall mean the applicable level
         for adjusting the Applicable Facility Fee and Applicable Margin as
         follows:

<Table>
<Caption>
    Applicable Performance
            Level
    <S>                        <C>
                 1             Interest Coverage Ratio > or = to 7.5 and Debt to EBITDA
                               Ratio < or = to 2.0

                 2             Interest Coverage Ratio > or = to 6.0 but < or = to 7.5 and Debt to
                               EBITDA Ratio > or = to 2.0 but < or = to 2.25

                 3             Interest Coverage Ratio > or = to 4.5 but < or = to 6.0 and Debt to
                               EBITDA Ratio > or = to 2.25 but < or = to 2.5

                 4             (x) Interest Coverage Ratio < or = to 4.5 or Debt to EBITDA
                               Ratio > or = to 2.5 or (y) Public Debt Rating is BB+ or
                               lower by S&P and Ba1 or lower by Moody's
</Table>

         provided that (A) the Applicable Facility Fee and Applicable Margin
         shall be set in accordance with Applicable Performance Level 3 until
         December 31, 2002, (B) no change in the Applicable Facility Fee or the
         Applicable Margin shall be effective until three Business Days after
         the date on which the Administrative Agent receives financial
         statements pursuant to Section 5.01(d)(i)(A) or (ii)(A) and a
         certificate of an Authorized Financial Officer of the Borrower
         demonstrating the Borrower's Debt to EBITDA Ratio and Interest Coverage
         Ratio and (C) if the Borrower has not submitted to the Administrative
         Agent the information described in clause (B) of this proviso as and
         when required under Section 5.01(d)(i)(A) or (ii)(A), as the case may
         be, the Applicable Facility Fee and Applicable Margin shall be at
         Applicable Performance Level 4 for so long as such information has not
         been received by the Administrative Agent.

                                       2
<PAGE>

                  "Arranger" means SunTrust Capital Markets, Inc.

                  "Assignment and Acceptance" means an assignment and acceptance
         entered into by a Lender and an Eligible Assignee, acknowledged and
         consented to by the Borrower and accepted by the Administrative Agent,
         in accordance with Section 8.07 and 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).

                  "Authorized Financial Officer" means any one of the Vice
         President and Treasurer of the Borrower or any other duly authorized
         corporate officer of the Borrower who is responsible for and familiar
         with the financial affairs of the Borrower.

                  "Available Amount" of any Letter of Credit means, at any time,
         the maximum amount available to be drawn under such Letter of Credit at
         such time (assuming compliance at such time with all conditions to
         drawing).

                  "Bank" has the meaning specified in the recital of parties to
         this Agreement.

                  "Base Rate" shall mean the higher of (i) the per annum rate
         which the Administrative Agent publicly announces from time to time to
         be its prime lending rate, as in effect from time to time, or (ii) the
         Federal Funds Rate, as in effect from time to time, plus one-half of
         one percent (0.50%). The Administrative Agent's prime lending rate is a
         reference rate and does not necessarily represent the lowest or best
         rate charged to customers. The Administrative Agent may make commercial
         loans or other loans at rates of interest at, above or below the
         Administrative Agent's prime lending rate. Each change in the
         Administrative Agent's prime lending rate shall be effective from and
         including the date such change is publicly announced as being
         effective.

                  "Base Rate Advance" means an Advance which bears interest at a
         rate per annum determined on the basis of the Base Rate, as provided in
         Section 2.07(a)(i).

                  "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 to close in New York City and, if the applicable
         Business Day relates to any Eurodollar Rate Advances, on which dealings
         are carried on in the London interbank market.

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

                  "Commitment" means a Revolving Credit Commitment or a Letter
         of Credit Commitment.

                                       3
<PAGE>

                  "Commitment Date" has the meaning specified in Section
         2.18(b).

                  "Commitment Increase" has the meaning specified in Section
         2.18(a).

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

                  "Consolidated" refers to the consolidation of the accounts of
         the Borrower and its Subsidiaries in accordance with generally accepted
         accounting principles, including principles of consolidation,
         consistent with those applied in the preparation of the Consolidated
         financial statements referred to in Section 4.01(e).

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

                  "Debt" means (i) indebtedness for borrowed money, (ii)
         obligations evidenced by bonds, debentures, notes or other similar
         instruments, (iii) obligations to pay the deferred purchase price of
         property or services, (iv) obligations as lessee under leases which
         shall have been or should be, in accordance with generally accepted
         accounting principles, recorded as capital leases, (v) all obligations
         of such Person in respect of acceptances, letters of credit or similar
         extensions of credit, in each case upon the issuance thereof, (vi) all
         Invested Amounts, (vii) all Synthetic Lease Obligations of such Person,
         (viii) obligations under direct or indirect guaranties in respect of,
         and obligations (contingent or otherwise) to purchase or otherwise
         acquire, or otherwise to assure a creditor against loss in respect of,
         indebtedness or obligations of others of the kinds referred to in
         clauses (i) through (vii) above, (ix) liabilities of the Borrower or
         any ERISA Affiliate in respect of any Insufficiency, (x) withdrawal
         liability within the meaning of Section 4201 of ERISA incurred by the
         Borrower or any ERISA Affiliate to any Multiemployer Plan, (xi)
         liabilities incurred by the Borrower or any ERISA Affiliate to the PBGC
         upon the termination under Section 4041 or Section 4042 of ERISA of any
         Plan and (xii) any increase in the amount of contributions required to
         be made by the Borrower and its ERISA Affiliates in each fiscal year of
         the Borrower to Multiemployer Plans over the amount of such
         contributions required to be made on the date hereof due to the
         reorganization or termination of any such Multiemployer Plan within the
         meaning of Title IV of ERISA.

                  "Debt to EBITDA Ratio" means, for any Measurement Period, the
         ratio of Consolidated Net Borrowed Debt of the Borrower to Consolidated
         EBITDA of the Borrower and its Subsidiaries during such Measurement
         Period, as determined in accordance with GAAP by reference to the
         Consolidated financial statements of the Borrower required to be
         delivered pursuant to Section 5.01(d)(i)(A) or (ii)(A).

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

                                       4
<PAGE>

                  "EBITDA" means, for any period, an amount equal to
         Consolidated net income (or net loss) of the Borrower plus the sum of
         (a) interest expense (b) income tax expense, (c) depreciation expense,
         (d) amortization expense and (e) minority interest earnings and minus
         minority interest losses, in each case determined in accordance with
         GAAP by reference to the Consolidated financial statements of the
         Borrower required to be delivered pursuant to Section 5.01(d)(i)(A) or
         (ii)(A).

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

                  "Eligible Assignee" means (i) a commercial bank organized
         under the laws of the United States, or any State thereof, having total
         assets of not less than $5,000,000,000; (ii) a commercial bank having
         total assets of not less than $5,000,000,000 (or its equivalent in
         another currency), and organized under the laws of any other country
         which is a member of the Organization for Economic Cooperation and
         Development ("OECD") or has concluded special lending arrangements with
         the International Monetary Fund associated with its General
         Arrangements to Borrow, or a political subdivision of any such country,
         provided that such bank is acting through a branch or agency located in
         the United States; (iii) the central bank of any country which is a
         member of the OECD; (iv) such other financial institutions as the
         Administrative Agent and the Borrower may agree on from time to time;
         and (v) an Affiliate of a Lender.

                  "Environmental Law" means any federal, state, local or foreign
         statute, law, ordinance, rule, regulation, code, order, judgment,
         decree or judicial or agency interpretation, policy or guidance
         relating to the environment, health, safety or Hazardous Materials.

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

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

                  "ERISA Default" means

                           (a) that either

                                    (i) any Termination Event with respect to a
                           Plan shall have occurred and be continuing, or

                                    (ii) either the Borrower or any of its ERISA
                           Affiliates shall have been notified by the sponsor of
                           a Multiemployer Plan that such Person or such ERISA
                           Affiliate, as the case may be, has incurred
                           Withdrawal Liability to such Multiemployer Plan or
                           that such Multiemployer Plan is in reorganization or
                           is being terminated, within the meaning of Title IV
                           of ERISA, and

                                       5
<PAGE>

                           (b) that at the time of such occurrence or notice the
                  sum of

                                    (i) the Insufficiency of such Plan for which
                           a Termination Event has occurred together with the
                           Insufficiency of any and all other Plans with respect
                           to which a Termination Event shall have occurred and
                           then exist (or, in the case of a Plan with respect to
                           which a Termination Event described in clause (ii) of
                           the definition of Termination Event shall have
                           occurred and then exist, the liability related
                           thereto), plus

                                    (ii) the Withdrawal Liability to such
                           Multiemployer Plan, determined as of the notification
                           date referred to in clause (a)(ii) above, together
                           with the aggregate amount then outstanding and
                           required to be paid to all other Multiemployer Plans
                           for which there is then a Withdrawal Liability, plus

                                    (iii) the excess of (A) aggregate annual
                           contributions of the Borrower and its ERISA
                           Affiliates to all Multiemployer Plans for the plan
                           years in which such notice of reorganization has been
                           received over (B) the aggregate annual contributions
                           of such Person and its ERISA Affiliates to such
                           Multiemployer Plans for the plan year which includes
                           the date hereof,

         shall equal or exceed $5,000,000.

                  "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.

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

                  "Eurodollar Rate" means, for the Interest Period for each
         Eurodollar Rate Advance comprising part of the same Borrowing, an
         interest rate per annum equal to the rate per annum obtained by
         dividing (a) the British Bankers' Association Interest Settlement Rate
         per annum for deposits in US Dollars for a period equal to such
         Interest Period appearing on the display designated as Page 3750 on the
         Dow Jones Markets Service (or such other page on that service or such
         other service designated by the British Bankers' Association for the
         display of such Association's Interest Settlement Rates for US Dollar
         deposits) as of 11:00 a.m. (London, England time) on the day that is
         two Business Days prior to the first day of the Interest Period or if
         such Page 3750 is unavailable for any reason at such time, the rate
         which appears on the Reuters Screen ISDA Page as of such date and such
         time; provided, that if the Administrative Agent determines that the
         relevant foregoing sources are unavailable for the relevant Interest
         Period, the Eurodollar Rate shall mean the rate of interest determined
         by the Administrative Agent to


                                       6
<PAGE>

         be the average (rounded upward, if necessary, to the nearest 1/100th of
         1%) of the rates per annum at which deposits in US Dollars are offered
         to the Administrative Agent two (2) Business Days preceding the first
         day of such Interest Period by leading banks in the London interbank
         market as of 10:00 a.m. (London, England time) for delivery on the
         first day of such Interest Period, for the number of days comprised
         therein and in an amount comparable to the amount of the Eurodollar
         Rate Advance of the Administrative Agent by (b) a percentage equal to
         100% minus the Eurodollar Rate Reserve Percentage for such Interest
         Period.

                  "Eurodollar Rate Advance" means an Advance which bears
         interest at a rate per annum determined on the basis of the Eurodollar
         Rate, as provided in Section 2.07(a)(ii).

                  "Eurodollar Rate Reserve Percentage" of any Lender for any
         Interest Period for all Eurodollar 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 Eurodollar 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 which is
         a Business Day, the average of the quotations for such day on such
         transactions received by the Administrative Agent from three Federal
         funds brokers of recognized standing selected by it.

                  "Hazardous Materials" means petroleum and petroleum products,
         byproducts or breakdown products, radioactive materials,
         asbestos-containing materials, radon gas and any other chemicals,
         materials or substances designated, classified or regulated as being
         "hazardous" or "toxic," or words of similar import, under any federal,
         state, local or foreign statute, law, ordinance, rule, regulation,
         code, order, judgment, decree or judicial or agency interpretation,
         policy or guidance.

                  "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.

                                       7
<PAGE>

                  "Increase Date" has the meaning specified in Section 2.18(a).

                  "Increasing Lender" has the meaning specified in Section
         2.18(b).

         "Insufficiency" means, with respect to any Plan, the amount, if any, of
         its unfunded benefit liabilities within the meaning of Section
         4001(a)(18) of ERISA.

                  "Interest Coverage Ratio" means for any Measurement Period,
         the ratio of Consolidated EBITDA of the Borrower and its Subsidiaries
         during such Measurement Period to interest payable on, and amortization
         of debt discount in respect of, all Debt during such Measurement Period
         by the Borrower and its Subsidiaries.

                  "Interest Period" means, for each Eurodollar Rate Advance
         comprising part of the same Borrowing, the period commencing on the
         date of such Eurodollar Rate Advance or the date of Conversion of any
         Base Rate Advance into such Eurodollar Rate Advance and ending on the
         last day of the period selected by the Borrower pursuant to the
         provisions below and, thereafter, each subsequent period commencing on
         the last day of the immediately preceding Interest Period and ending on
         the last day of the period selected by the Borrower pursuant to the
         provisions below. The duration of each Interest Period shall be one,
         two, three or six months, and if available to all Lenders, nine or
         twelve months, in each case as the Borrower may, upon notice received
         by the Administrative 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:

                           (w) the duration of any Interest Period which
                  commences before the Termination Date and would otherwise end
                  after the Termination Date shall end on the Termination Date
                  (subject to Section 8.04(b));

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

                           (y) 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

                           (z) 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.

                  "Invested Amounts" means the amounts invested by investors,
         other than Affiliates of the Borrower, in connection with receivables
         securitization programs to which accounts receivable originated by the
         Borrower or its Subsidiaries are subject, where such invested amounts
         are in part reduced by the aggregate amounts received by


                                       8
<PAGE>

         such investors from the payment of amounts owing in connection with
         such accounts receivable originated by the Borrower or its
         Subsidiaries.

                  "Issuing Bank" means each Initial Issuing Bank or any Eligible
         Assignee to which a portion of the Letter of Credit Commitment
         hereunder has been assigned pursuant to Section 8.07 so long as such
         Eligible Assignee expressly agrees to perform in accordance with their
         terms all of the obligations that by the terms of this Agreement are
         required to be performed by it as an Issuing Bank and notifies the
         Administrative Agent of its Applicable Lending Office (which
         information shall be recorded by the Administrative Agent in the
         Register), for so long as such Initial Issuing Bank or Eligible
         Assignee, as the case may be, shall have a Letter of Credit Commitment.

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

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

                  "Lenders" means the Banks, the Issuing Banks, each Assuming
         Lender that shall become a party hereto pursuant to Section 2.17 or
         2.18 and each Eligible Assignee that shall become a party hereto
         pursuant to Section 8.07.

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

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

                  "Letter of Credit Commitment" means, with respect to each
         Initial Issuing Bank, the amount set forth opposite such Initial
         Issuing Bank's name on the signature pages hereto under the caption
         "Letter of Credit Commitment" or, if such Initial Issuing Bank has
         entered into one or more Assignment and Acceptances, the amount set
         forth for such Issuing Bank in the Register maintained by the
         Administrative Agent pursuant to Section 8.07(d) as such Issuing Bank's
         "Letter of Credit Commitment", as such amount may be reduced at or
         prior to such time pursuant to Section 2.05.

                  "Letter of Credit Facility" means, at any time, an amount
         equal to the lesser of (a) the amount of the Issuing Banks' Letter of
         Credit Commitments at such time and (b) $5,000,000, as such amount may
         be reduced at or prior to such time pursuant to Section 2.05.

                  "Lien" shall have the meaning specified in Section 4.01(l).

                  "Loan Documents" means this Agreement, the Notes and the
         Letter of Credit Agreements.

                  "Majority Lenders" means at any time Lenders having at least
         51% of the outstanding Advances at such time, or, if no such principal
         amount is then outstanding, Lenders having at least 51% of the
         Revolving Credit Commitments.


                                       9
<PAGE>

                  "Margin Stock" has the meaning given that term in Regulation U
         of the Board of Governors of the Federal Reserve System, as in effect
         from time to time.

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

                  "Measurement Period" means, as of any date of determination,
         the most recently completed four consecutive fiscal quarters of the
         Borrower ending on or immediately prior to such date.

                  "Moody's" means Moody's Investor Services, Inc.

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

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

                  "Net Borrowed Debt" means, as of any date, with respect to the
         Borrower and its Subsidiaries, (a) the sum of (v) all indebtedness for
         borrowed money and obligations evidenced by bonds, debentures, notes or
         other similar instruments, (w) all Invested Amounts, (x) all
         obligations in respect of acceptances, letters of credit or similar
         extensions of credit, in each case when issued, (y) all obligations as
         lessee under leases which shall have been or should be, in accordance
         with generally accepted accounting principles, recorded as capital
         leases and (z) all Synthetic Lease Obligations minus (b) cash on the
         Consolidated balance sheet of the Borrower to the extent cash exceeds
         $50,000,000, provided that the amount of cash subtracted pursuant to
         this clause (b) shall be $0 on any date on which Advances are
         outstanding and shall be $0 on each date on and after April 15, 2004.

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

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

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

                                       10
<PAGE>

                  "Notice of Continuation/Conversion" has the meaning specified
         in Section 2.09.

                  "Obligation" means, with respect to any Person, any obligation
         of such Person of any kind, including, without limitation, any
         liability of such Person on any claim, whether or not the right of any
         creditor to payment in respect of such claim is reduced to judgment,
         liquidated, unliquidated, fixed, contingent, matured, disputed,
         undisputed, legal, equitable, secured or unsecured, and whether or not
         such obligation is discharged, stayed or otherwise affected by any
         proceeding referred to in Section 6.01(e). Without limiting the
         generality of the foregoing, the Obligations of the Borrower under the
         Loan Documents include (a) all principal, interest, charges, expenses,
         fees, attorneys' fees and disbursements, indemnities and any other
         amounts payable by the Borrower under any Loan Document and (b) any
         amount in respect of any of the foregoing payable by the Borrower under
         or in respect of any Loan Document, that any Lender, in its sole
         discretion and upon five Business Days' notice to the Borrower may
         elect to pay or advance on behalf the Borrower.

                  "Other Taxes" has the meaning specified in Section 2.14(b).

                  "PBGC" means the Pension Benefit Guaranty Corporation.

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

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

                  "Pro Rata Share" of any amount means, with respect to any
         Lender at any time, the product of such amount times a fraction the
         numerator of which is the amount of such Lender's Revolving Credit
         Commitment at such time (or, if the Revolving Credit Commitments shall
         have been terminated pursuant to Section 2.05 or 6.01, such Lender's
         Revolving Credit Commitment as in effect immediately prior to such
         termination) and the denominator of which is the aggregate amount of
         all Revolving Credit Commitments at such time (or, if the Revolving
         Credit Commitments shall have been terminated pursuant to Section 2.05
         or 6.01, the aggregate amount of all Revolving Credit Commitments as in
         effect immediately prior to such termination).

                  "Public Debt Rating" means, as of any date, the better of (a)
         the lowest rating of any class of long-term public unsecured senior
         debt issued by the Borrower as most recently announced by Moody's and
         (b) the lowest rating of the Borrower's long-term public unsecured
         senior debt as most recently announced by S&P, as the case may be, or,
         if either Moody's or S&P is no longer in existence on such date, a
         Substitute Rating Agency, provided, however, that (i) if any rating
         established by S&P or Moody's (or any Substitute Rating Agency) 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 (ii) if S&P or Moody's (or any Substitute Rating Agency)
         shall change the basis on which ratings are established, each reference
         to the Public Debt Rating

                                       11
<PAGE>

         announced by S&P or Moody's (or any Substitute Rating Agency), as the
         case may be, shall refer to the then equivalent rating by S&P or
         Moody's (or any Substitute Rating Agency), as the case may be.

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

                  "Revolving Credit Commitment" means, with respect to any
         Lender at any time, the amount set forth opposite such Lender's name on
         the signature pages hereto under the caption "Revolving Credit
         Commitment" or, if such Lender has entered into one or more Assignment
         and Acceptances, set forth for such Lender in the Register maintained
         by the Administrative Agent pursuant to Section 8.07(d) as such
         Lender's "Revolving Credit Commitment", as such amount may be reduced
         at or prior to such time pursuant to Section 2.05 or increased pursuant
         to Section 2.18.

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

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

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

                  "Substitute Rating Agency" means a nationally recognized
         credit rating organization designated by the Borrower and approved by
         the Administrative Agent.

                  "Synthetic Lease Obligation" means the monetary obligation of
         a Person under a synthetic, off-balance sheet or tax retention lease or
         any other monetary obligation arising under a similar transaction.

                  "Taxes" has the meaning specified in Section 2.14(a).

                  "Termination Date" means the earlier of (a) October 15, 2005,
         subject to the extension thereof pursuant to Section 2.17, and (b) the
         date of termination in whole of the aggregate Commitments pursuant to
         Section 2.05 or 6.01, provided, however, that the Termination Date of
         any Lender that is a Non-Consenting Lender to any requested


                                       12
<PAGE>

         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.

                  "Termination Event" means (i) the occurrence of a "reportable
         event", as such term is described in Section 4043 of ERISA, with
         respect to any Plan (other than a "reportable event" not subject to the
         provision for 30-day notice to the PBGC), or an event described in
         Section 4062(e) of ERISA, or (ii) the withdrawal of the Borrower or any
         of its ERISA Affiliates from a Multiple Employer Plan during a plan
         year in which it was a "substantial employer", as such term is defined
         in Section 4001(a)(2) of ERISA, or the incurrence of liability by any
         such Person or any ERISA Affiliate under Section 4064 of ERISA upon the
         termination of a Multiple Employer Plan, or (iii) the distribution of a
         notice of intent to terminate a Plan pursuant to Section 4041(a)(2) of
         ERISA or the treatment of a Plan amendment as a termination under
         Section 4041 of ERISA, or (iv) the conditions set forth in Section
         302(f)(l)(A) and (B) of ERISA to the creation of a lien upon property
         or rights to property of such Person or any ERISA Affiliate for failure
         to make a required payment to a Plan are satisfied, or (v) the adoption
         of an amendment to a Plan requiring the provision of security to such
         Plan, pursuant to Section 307 of ERISA, or (vi) the institution of
         proceedings to terminate a Plan by the PBGC under Section 4042 of
         ERISA, or (vii) any other event or condition which might constitute
         grounds under Section 4042 of ERISA for the termination of, or the
         appointment of a trustee to administer, any Plan.

                  "Unused Commitment" means, with respect to each Lender at any
         time, (a) such Lender's Revolving Credit Commitment at such time minus
         (b) the sum of (i) the aggregate principal amount of all Advances made
         by such Lender (in its capacity as a Lender) that are outstanding at
         such time, plus (ii) such Lender's Pro Rata Share of (A) the aggregate
         Available Amount of all the Letters of Credit outstanding at such time
         and (B) the aggregate principal amount of all Advances made by each
         Issuing Bank pursuant to Section 2.03(c) that have not been ratably
         funded by such 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 though the right so to vote has been suspended by the
         happening of such a contingency.

                  "Withdrawal Liability" shall have the meaning given such term
         under Part 1 of Subtitle E of Title IV of ERISA.

         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
means "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").

                                       13
<PAGE>

              ARTICLE II.       AMOUNTS AND TERMS OF THE ADVANCES

         Section 2.01 The Advances and Letters of Credit. (a) Advances. Each
Lender severally agrees, on the terms and conditions hereinafter set forth, to
make Advances to the Borrower from time to time on any Business Day during the
period from the Effective Date until the Termination Date in an aggregate amount
not to exceed at any time such Lender's Unused Commitment at such time. Each
Borrowing shall be in an aggregate amount of $10,000,000 or an integral multiple
of $1,000,000 in excess thereof; provided that Borrowings consisting of Base
Rate Advances made pursuant to Section 2.03(c) may be in lesser amounts as
provided therein, and shall consist of Advances of the same Type made on the
same day by the Lenders ratably according to their respective Revolving Credit
Commitments. Within the limits of each Lender's Revolving Credit Commitment, the
Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.10
and reborrow under this Section 2.01(a).

                  (b) Letters of Credit. Each Issuing Bank agrees, on the terms
and conditions hereinafter set forth, in reliance upon the agreements of the
other Lenders set forth in this Agreement, to issue letters of credit (each, a
"Letter of Credit") for the account of the Borrower from time to time on any
Business Day during the period from the Effective Date until 30 days before the
Termination Date in an aggregate Available Amount (i) for all Letters of Credit
issued by each Issuing Bank not to exceed at any time the lesser of (x) the
Letter of Credit Facility at such time and (y) such Issuing Bank's Letter of
Credit Commitment at such time and (ii) for each such Letter of Credit not to
exceed an amount equal to the Unused Commitments of the Lenders at such time. No
Letter of Credit shall have an expiration date (including all rights of the
Borrower or the beneficiary to require renewal) later than 10 Business Days
before the Termination Date. Within the limits referred to above, the Borrower
may request the issuance of Letters of Credit under this Section 2.01(b), repay
any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and
request the issuance of additional Letters of Credit under this Section 2.01(b).

         Section 2.02 Making the Advances. (a) Each Borrowing shall be made on
notice, given not later than (A) 11:00 A.M. (New York City time) on the third
Business Day prior to the date of the proposed Borrowing if the Borrower selects
a Eurodollar Rate Advance or (B) 11:00 A.M. (New York City time) on the date of
the proposed Borrowing (which shall be a Business Day) if the Borrower selects a
Base Rate Advance, by the Borrower to the Administrative Agent, which shall give
to each Lender prompt notice thereof. Each such notice of a Borrowing (a "Notice
of Borrowing") shall be by telex or telecopier, confirmed immediately in
writing, 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 principal amount of such Borrowing and (iv) in the
case of a Borrowing consisting of Eurodollar Rate Advances, the initial Interest
Period for each such Advance (subject to the provisions of the definition of
Interest Period). Each Lender shall, before 1:00 P.M. (New York City time), (x)
on the date of such Borrowing if the Borrower selects a Eurodollar Rate Advance
or (y) on the date of such Borrowing if the Borrower selects a Base Rate
Advance, make available for the account of its

                                       14
<PAGE>
 Applicable Lending Office to the Administrative Agent at its address referred
to in Section 8.02, in same day funds, such Lender's ratable portion of such
Borrowing. The Administrative Agent will make such Advances available to the
Borrower by promptly crediting the amounts that it receives, in like funds by
the close of business on such proposed date, to an account maintained by the
Borrower with the Administrative Agent or at the Borrower's option, by effecting
a wire transfer of such amounts to an account designated by the Borrower to the
Administrative Agent.

                  (b) Anything in subsection (a) above to the contrary
notwithstanding, the Borrower may not select Eurodollar Rate Advances for any
Borrowing if the obligations of the Lenders to make Eurodollar Rate Advances
shall then be suspended pursuant to Section 2.08 or 2.12.

                  (c) Each Notice of Borrowing shall be irrevocable and binding
on the Borrower. In the case of any Borrowing which the related Notice of
Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower
shall indemnify each Lender against any loss, cost or expense incurred by such
Lender as a result of any failure to fulfill, on or before the date specified in
such Notice of Borrowing for such Borrowing, the applicable conditions set forth
in Article III, including, without limitation, any loss (including 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 Administrative Agent shall have received notice
from a Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's ratable portion of such
Borrowing, the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the date of such Borrowing in
accordance with subsection (a) of this Section 2.02 and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount. If and to the extent that such Lender shall not
have so made such ratable portion available to the Administrative Agent, such
Lender and the Borrower severally agree to repay to the Administrative Agent on
demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until the date such
amount is repaid to the Administrative Agent, at (i) in the case of the
Borrower, the interest rate applicable at the time to the Advances comprising
such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate until
the second Business Day after such demand and thereafter the Base Rate. The
Administrative Agent will demand such repayment from such Lender prior to
demanding such repayment from the Borrower. If such Lender shall repay to the
Administrative 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.

                                       15
<PAGE>

         Section 2.03 Issuance of and Drawings and Reimbursement Under Letters
of Credit. (a) Request for Issuance. Each Letter of Credit shall be issued upon
written notice, given not later than 12:00 noon (New York City time) on the
third Business Day prior to the date of the proposed issuance of such Letter of
Credit, by the Borrower to any Issuing Bank, and such Issuing Bank shall give
the Administrative Agent, prompt notice thereof by telex, telecopier, telephone
or cable. Each such notice of issuance of a Letter of Credit (a "Notice of
Issuance") shall be by telex, telecopier, telephone or cable, confirmed
immediately in writing, specifying therein the requested (A) date of such
issuance (which shall be a Business Day), (B) Available Amount of such Letter of
Credit, (C) expiration date of such Letter of Credit, (D) name and address of
the beneficiary of such Letter of Credit and (E) form of such Letter of Credit,
and shall be accompanied by such application and agreement for letter of credit
as such Issuing Bank may reasonably specify to the Borrower for use in
connection with such requested Letter of Credit (a "Letter of Credit
Agreement"). If the requested form of such Letter of Credit is acceptable to
such Issuing Bank in its sole discretion, unless such Issuing Bank has received
notice from the Administrative Agent on or before the Business Day immediately
preceding the date such Issuing Bank is to issue the requested Letter of Credit
directing such Issuing Bank not to issue the Letter of Credit because such
issuance is not then permitted hereunder because of the limitations set forth in
Section 2.03 or that one or more conditions specified in Article III are not
then satisfied, then, subject to the terms and conditions hereof, such Issuing
Bank shall, on the requested date, issue such Letter of Credit in accordance
with such Issuing Bank's usual and customary business practices. In the event
and to the extent that the provisions of any Letter of Credit Agreement shall
conflict with this Agreement, the provisions of this Agreement shall govern.

                  (b) Participations. By the issuance of a Letter of Credit (or
an amendment to a Letter of Credit increasing the amount thereof) and without
any further action on the part of the applicable Issuing Bank or the Lenders,
such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires
from such Issuing Bank, a participation in such Letter of Credit equal to such
Lender's Pro Rata Share of the aggregate amount available to be drawn under such
Letter of Credit. The Borrower hereby agrees to each such participation. In
consideration and in furtherance of the foregoing, each Lender hereby absolutely
and unconditionally agrees to pay to the Administrative Agent, for the account
of such Issuing Bank, such Lender's Pro Rata Share of each drawing made under a
Letter of Credit funded by such Issuing Bank and not reimbursed by the Borrower
on the date made, or of any reimbursement payment required to be refunded to the
Borrower for any reason. Each Lender acknowledges and agrees that its obligation
to acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of an Event of Default, or
event which with the giving of notice or lapse of time or both would be an Event
of Default, or reduction or termination of the Revolving Credit Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.

                  (c) Drawing and Reimbursement. The payment by an Issuing Bank
of a draft drawn under any Letter of Credit shall constitute for all purposes of
this Agreement the making by any such Issuing Bank of an Advance, which shall be
a Base Rate Advance, in the amount of such draft. Upon written demand by such
Issuing Bank, with a copy of such demand to the


                                       16
<PAGE>

Administrative Agent, each Lender shall pay to the Administrative Agent such
Lender's Pro Rata Share of such outstanding Advance, by making available for the
account of its Applicable Lending Office to the Administrative Agent for the
account of such Issuing Bank, by deposit to the Administrative Agent's Account,
in same day funds, an amount equal to the portion of the outstanding principal
amount of such Advance to be funded by such Lender. Promptly after receipt
thereof, the Administrative Agent shall transfer such funds to such Issuing
Bank. Each Lender agrees to fund its Pro Rata Share of an outstanding Advance on
(i) the Business Day on which demand therefor is made by such Issuing Bank,
provided that notice of such demand is given not later than 12:00 noon (New York
City time) on such Business Day, or (ii) the first Business Day next succeeding
such demand if notice of such demand is given after such time. If and to the
extent that any Lender shall not have so made the amount of such Advance
available to the Administrative Agent, such Lender agrees to pay to the
Administrative Agent forthwith on demand such amount together with interest
thereon, for each day from the date of demand by any such Issuing Bank until the
date such amount is paid to the Administrative Agent, at the Federal Funds Rate
for its account or the account of such Issuing Bank, as applicable. If such
Lender shall pay to the Administrative Agent such amount for the account of any
such Issuing Bank on any Business Day, such amount so paid in respect of
principal shall constitute an Advance made by such Lender on such Business Day
for purposes of this Agreement, and the outstanding principal amount of the
Advance made by such Issuing Bank shall be reduced by such amount on such
Business Day.

                  (d) Letter of Credit Reports. Promptly following the end of
each fiscal quarter, each Issuing Bank shall deliver (through the Administrative
Agent) to each Lender and the Borrower a report describing the aggregate Letters
of Credit outstanding at the end of such fiscal quarter. Upon the request of any
Lender from time to time, each Issuing Bank shall deliver to such Lender any
other information reasonably requested by such Lender with respect to each of
its respective Letters of Credit then outstanding.

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

         Section 2.04 Fees. (a) Facility Fee. The Borrower agrees to pay each
Lender a facility fee on the aggregate amount of such Lender's Revolving Credit
Commitment (whether used or unused), from the date hereof until the Termination
Date, payable in arrears on the last day of each March, June, September and
December, during the term of such Lender's Revolving Credit Commitment,
commencing on December 31, 2002, and on the Termination Date, at a rate for each
day during such period equal to the Applicable Facility Fee for such day.

                  (b) Letter of Credit Fees (i) The Borrower shall pay to the
Administrative Agent for the account of each Lender a commission on such
Lender's Pro Rata Share of the average daily aggregate Available Amount of all
Letters of Credit outstanding from time to time at a rate per annum equal to the
Applicable Margin for Eurodollar Rate Advances in effect from time to time,
payable in arrears quarterly on the last day of each March, June, September and
December, commencing December 31, 2002, and on the Termination Date.

                                       17
<PAGE>

                           (ii) The Borrower shall pay to each Issuing Bank, for
         its own account, such commissions, issuance fees, fronting fees,
         transfer fees and other fees and charges in connection with the
         issuance or administration of each Letter of Credit as the Borrower and
         such Issuing Bank shall agree.

                  (c) Agency Fees. The Borrower agrees to pay to the
Administrative Agent for its own account such fees as may from time to time be
agreed upon by the Borrower and the Administrative Agent.

         Section 2.05 Termination or Reduction of the Commitments. The Borrower
shall have the right, upon at least three Business Days' notice (which such
notice shall be irrevocable) to the Administrative Agent, to terminate in whole
or reduce ratably in part, in each case permanently, the unused portions of the
respective Revolving Credit Commitments of the Lenders, provided that the
aggregate amount of the Revolving Credit Commitments of the Lenders shall not be
reduced to an amount which is less than the aggregate amount of the Advances and
Available Amount of the Letters of Credit then outstanding and provided further
that each partial reduction shall be in the aggregate amount of $10,000,000 or
an integral multiple of $1,000,000 in excess thereof.

         Section 2.06 Repayment of Advances. (a) The Borrower shall repay to the
Administrative Agent (whether from the proceeds of Advances made pursuant to
Section 2.01 of this Agreement or otherwise) for the ratable account of the
Lenders on the first Business Day after each drawing under a Letter of Credit
the aggregate principal amount of the Advances resulting from such drawing. The
Borrower shall repay to each Lender on the Termination Date the aggregate
principal amount of the Advances owing to such Lender on such date.

                  (b) The obligations of the Borrower under this Agreement, any
Letter of Credit Agreement and any other agreement or instrument relating to any
Letter of Credit shall be unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement, such Letter of Credit
Agreement and such other agreement or instrument under all circumstances,
including, without limitation, the following circumstances:

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

                  (ii) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the obligations of the Borrower in
         respect of any L/C Related Document or any other amendment or waiver of
         or any consent to departure from all or any of the L/C Related
         Documents;

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

                                       18
<PAGE>

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

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

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

                  (vii) any other circumstance or happening whatsoever, whether
         or not similar to any of the foregoing, including, without limitation,
         any other circumstance that might otherwise constitute a defense
         available to, or a discharge of, the Borrower or a guarantor; or

                  (viii)   the existence of an Event of Default.

         Section 2.07 Interest on Advances. (a) Scheduled Interest. The Borrower
shall pay interest on the unpaid principal amount of each Advance made by 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, payable monthly in arrears on the
         last day of each month during such periods and on the date such Base
         Rate Advance shall be Converted or paid in full.

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

                  (b) Default Interest. Upon the occurrence and during the
continuance of an Event of Default under Section 6.01(a), the Borrower 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) 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.

                                       19
<PAGE>

         Section 2.08 Interest Rate Determination.

                  (a) The Administrative Agent shall determine each interest
rate applicable to the Loans hereunder and shall promptly notify the Borrower
and the Lenders of such rate in writing (or by telephone, promptly confirmed in
writing). Any such determination shall be conclusive and binding for all
purposes, absent manifest error.

                  (b) If, with respect to any Eurodollar Rate Advances, the
Majority Lenders notify the Administrative Agent that the Eurodollar Rate for
any Interest Period for such Advances will not adequately reflect the cost to
such Majority Lenders for making, funding or maintaining their respective
Eurodollar Rate Advances for such Interest Period, the Administrative Agent
shall forthwith so notify the Borrower and the Lenders, whereupon

                  (i) each Eurodollar Rate Advance will automatically, on the
         last day of the then existing Interest Period therefor, Convert into a
         Base Rate Advance, and

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

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

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

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

         Section 2.09 Optional Conversion of Advances. The Borrower may on any
Business Day, upon prior written notice (or telephonic notice promptly confirmed
in writing) substantially in the form of Exhibit F attached hereto ("Notice of
Continuation/Conversion") given to the Administrative Agent not later than 11:00
A.M. (New York City time) on the third Business Day prior to the date of the
proposed Conversion and subject to the provisions of Sections 2.08, 2.12 and
2.13, Convert all Advances of one Type comprising the same Borrowing into
Advances of the other Type; provided, however, that any Conversion of Eurodollar
Rate Advances into Base Rate Advances shall be made only on the last day of an
Interest Period for such Eurodollar Rate Advances. Each such notice of a
Conversion shall, within the restrictions specified above,



                                       20
<PAGE>

specify (i) the date of such Conversion, (ii) the Advances to be Converted, and
(iii) if such Conversion is into Eurodollar Rate Advances, the duration of the
Interest Period for each such Advance. Each notice of Conversion shall be
irrevocable and binding on the Borrower.

         Section 2.10 Prepayments of Advances. (a) The Borrower shall have no
right to prepay any principal amount of any Advance other than as provided in
(b) below.

                  (b) The Borrower may (i) upon at least three days after the
date of Borrowing and upon notice given to the Administrative Agent not later
than 11:00 A.M. (New York City time) on the date of the proposed prepayment
(which date shall be a Business Day), stating the proposed date and aggregate
principal amount of the prepayment in the case of Base Rate Advances or (ii)
upon at least two Business Days' notice given to the Administrative Agent
stating the proposed date and aggregate principal amount of the prepayment in
the case of Eurodollar Rate Advances, and if such notice is given the Borrower
shall, prepay the outstanding principal amounts 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 and, in
the case of Eurodollar Rate Advances, any additional losses, costs or expenses,
if any, required to be paid by the Borrower pursuant to Section 8.04(b);
provided, however, that each partial prepayment shall be in an aggregate
principal amount of not less than $10,000,000 or an integral multiple of
$1,000,000 in excess thereof.

         Section 2.11 Increased Costs and Increased Capital. (a) If, due to
either (i) the introduction of or any change in or in the interpretation of any
law or regulation or (ii) the compliance with any guideline or request from any
central bank or other governmental authority (whether or not having the force of
law), there shall be any increase in the cost to any Lender of agreeing to make
or making, funding or maintaining Eurodollar Rate Advances or of agreeing to
issue or of issuing or maintaining or participating in Letters of Credit, then
the Borrower shall from time to time, upon demand by such Lender (with a copy of
such demand to the Administrative Agent), pay to the Administrative Agent for
the account of such Lender additional amounts sufficient to compensate such
Lender for such increased cost; provided that, before making any such demand,
each Lender agrees to use its best efforts (consistent with its internal policy
and legal and regulatory restrictions) to designate a different Applicable
Lending Office if the making of such a designation would avoid the need for, or
reduce the amount of, such increased costs and would not be disadvantageous to
such Lender. A certificate as to the amount of such increased cost, submitted to
the Borrower and the Administrative Agent by such Lender, shall be conclusive
and binding for all purposes, absent manifest error.

                  (b) If any Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or would
affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and that the amount of such
capital is increased by or based upon the existence of such Lender's commitment
to lend hereunder and other commitments of this type, then, upon demand by such
Lender (with a copy of such demand to the Administrative Agent), the Borrower
shall immediately pay to the Administrative 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

                                       21
<PAGE>

capital to be allocable to the existence of such Lender's commitment to lend
hereunder. A certificate as to such amounts submitted to the Borrower and the
Administrative Agent by such Lender shall be conclusive and binding for all
purposes, absent manifest error.

                  (c) Within 20 days following the date of a demand by a Lender
pursuant to Section 2.11(a) or (b), as the case may be, such Lender and the
Borrower shall enter into negotiations in good faith with a view to agreeing to
an adjustment to the amounts payable by the Borrower sufficient to compensate
such Lender as contemplated in such Section. If, at the expiration of 45 days
from the giving of such demand, such Lender and the Borrower shall not have
agreed to any such adjustment, the Borrower shall within five days elect (and
shall notify such Lender and the Administrative Agent of such election) to
either:

                  (i) pay such Lender, from time to time commencing on the date
         of such demand by such Lender and as specified by such Lender, the
         additional amounts so demanded,

                  (ii) terminate in whole such Lender's Commitments on a date
         specified in the notice sent by the Borrower, and such Lender's
         Commitments shall terminate on such date, or

                  (iii) require that such Lender assign to the Borrower's
         designated assignee or assignees in accordance with Section 8.07 all
         Advances then owing to such Lender and all rights and obligations
         provided that (A) each such assignment 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 assignments which
         together cover all of the rights and obligations of the assigning
         Lender under this Agreement, (B) no Lender shall be obligated to make
         any such assignment as a result of a demand by the Borrower pursuant to
         this Section 2.11(c) unless and until such Lender shall have received
         one or more payments from either the Borrower or one or more 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, all commitment fees and other fees and letter of credit
         commissions payable to such Lender and all other amounts payable to
         such Lender under this Agreement (including, but not limited to, any
         increased costs or other additional amounts as so demanded (computed in
         accordance with this Section 2.11), and any Taxes, incurred by such
         Lender prior to the effective date of such assignment and amounts
         payable under Section 8.04(a)), (C) each such assignment shall be made
         pursuant to an Assignment and Acceptance and (D) in connection with
         each such assignment to any Person that immediately prior to such
         assignment was not a Lender, the Borrower shall pay to the
         Administrative Agent the processing and recordation fee of $3500
         referred to in Section 8.07;

provided, however, that a termination under clause (ii) above shall not be
effective, and an assignment under clause (iii) above shall not be effective,
if, after giving effect thereto, the aggregate amount of the Revolving Credit
Commitments so terminated and assigned during the term of this Agreement would
exceed 20% of the amount of the Revolving Credit Commitments




                                       22
<PAGE>

as of the date hereof or such terminations and assignments would have become
effective for more than three Lenders during the term of this Agreement, and
provided further that no such termination may be made, and no such assignment
may be required, if an Event of Default, or event which with the giving of
notice or lapse of time or both would be an Event of Default, has occurred and
is continuing either on the date the Borrower notifies such Lender and the
Administrative Agent of such termination or requested assignment, or on the date
on which such termination or assignment is scheduled to become effective. Upon
termination of a Lender's Commitments under Section 2.11(c)(ii), the Borrower
shall on the date such termination becomes effective pay, prepay or cause to be
prepaid the aggregate principal amount of the Advances owing to such Lender,
together with accrued interest thereon to the date of payment of such principal
amount, all commitment fees and other fees and letter of credit commissions
payable to such Lender and all other amounts payable to such Lender under this
Agreement (including, but not limited to, any increased costs or other
additional amounts as so demanded (computed in accordance with this Section
2.11), and any Taxes, incurred by such Lender prior to the effective date of
such assignment and amounts payable under Section 8.04(a)). Upon such payments
and prepayments, the obligations of such Lender hereunder, by the provisions
hereof, shall be released and discharged. Such Lender's rights under Sections
2.11 and 8.04(b), and its obligations under Section 7.05, shall survive such
release and discharge as to matters occurring prior to the date of such
termination.

     Section 2.12 Illegality. Notwithstanding any other provision of this
Agreement, if any Lender shall notify the Administrative Agent that the
introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or any central bank or other governmental
authority asserts that it is unlawful, for any Lender or its Eurodollar Lending
Office to perform its obligations hereunder to make Eurodollar Rate Advances or
to fund or maintain Eurodollar Rate Advances hereunder, (i) the obligation of
the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall
be suspended until the Administrative Agent shall notify the Borrower and the
Lenders that the circumstances causing such suspension no longer exist and (ii)
the Borrower shall forthwith prepay in full all Eurodollar Rate Advances of all
Lenders then outstanding, together with interest accrued thereon, unless the
Borrower, within five Business Days of notice from the Administrative Agent,
Converts all Eurodollar Rate Advances of all Lenders then outstanding into Base
Rate Advances in accordance with Section 2.09.

     Section 2.13 Payments and Computations. (a) The Borrower shall make each
payment hereunder not later than 11:00 A.M. (New York City time) on the day when
due in U.S. dollars to the Administrative Agent at the Administrative Agent's
office located at 303 Peachtree Street, Atlanta, GA 30308, or such other
location as to which the Administrative Agent shall have given prior written
notice to the Borrower and the other Lenders in same day funds. The
Administrative Agent will promptly thereafter cause to be distributed like funds
relating to the payment of principal, interest, fees or letter of credit
commissions ratably (other than amounts payable pursuant to Section 2.04(b)(ii)
or (c), 2.11, 2.14 or 8.04(b)) to the appropriate 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 a Commitment Increase pursuant to Section 2.18 or an
extension of the Termination Date pursuant

                                       23
<PAGE>

to Section 2.17, and upon the Administrative Agent's receipt of such Lender's
Assumption Agreement and recording of the information contained therein in the
Register, from and after the applicable Increase Date or Extension Date, as the
case may be, the Administrative 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 8.07(c), from and after the date of such Assignment and
Acceptance, the Administrative Agent shall make all payments hereunder 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) The Borrower hereby authorizes each Lender, if and to the
extent payment owed to such Lender is not made when due hereunder, to charge
from time to time against any or all of the Borrower's accounts with such Lender
any amount so due.

                  (c) All computations of interest based on the Base Rate shall
be made by the Administrative Agent on the basis of a year of 365 or 366 days,
as the case may be, and all computations of interest based on the Eurodollar
Rate or the Federal Funds Rate and of fees and letter of credit commissions
shall be made by the Administrative 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, fee or commission
is payable. Each determination by the Administrative Agent of an interest rate
hereunder shall be conclusive and binding for all purposes, absent manifest
error.

                  (d) Whenever any payment hereunder 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, fees or letter of credit
commissions, as the case may be; provided, however, if such extension would
cause payment of interest on or principal of Eurodollar Rate Advances to be made
in the next following calendar month, such payment shall be made on the next
preceding Business Day.

                  (e) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to any Lender
hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each such Lender on
such due date an amount equal to the amount then due such Lender. If and to the
extent the Borrower shall not have so made such payment in full to the
Administrative Agent, each such Lender shall repay to the Administrative 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 Administrative
Agent, at the Federal Funds Rate.

         Section 2.14 Taxes. (a) Any and all payments by the Borrower hereunder
or under the Notes shall be made, in accordance with Section 2.13, free and
clear of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and

                                       24
<PAGE>

all liabilities with respect thereto, excluding, in the case of each Lender and
the Administrative Agent, taxes imposed on its income, and franchise taxes
imposed on it in lieu of income taxes, by the jurisdiction under the laws of
which such Lender or the Administrative Agent (as the case may be) is organized
or any political subdivision thereof and, in the case of each Lender, taxes
imposed on its income and franchise taxes imposed on it, 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 being hereinafter referred to as "Taxes"). If the Borrower shall
be required by law to deduct any Taxes from or in respect of any sum payable by
such party hereunder or under any other Loan Document to any Lender or the
Administrative 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
Administrative Agent (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall
make such deductions and (iii) the Borrower shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with
applicable law.

                  (b) In addition, each of the Borrower agrees to pay any
present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies that arise from any payment made hereunder or
under the other Loan Documents or from the execution, delivery or registration
of, or otherwise with respect to, this Agreement or the other Loan Documents
(hereinafter referred to as "Other Taxes").

                  (c) The Borrower will indemnify each Lender and the
Administrative Agent for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed by any jurisdiction on
amounts payable under this Section 2.14) paid by such Lender or the
Administrative Agent (as the case may be) and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted.
This indemnification shall be made within 30 days from the date such Lender or
the Administrative Agent (as the case may be) makes written demand therefor.

                  (d) Within 30 days after the date of any payment of Taxes by
the Borrower, the Borrower will furnish to the Administrative Agent, at its
address referred to in Section 8.02, the original or a certified copy of a
receipt evidencing payment thereof. In the case of any payment hereunder or
under the other Loan Documents by or on behalf of the Borrower through an
account or branch outside the United States or on behalf of the Borrower by a
payor that is not a United States person, if the Borrower determines that no
Taxes are payable in respect thereof, the Borrower shall furnish, or shall cause
such payor to furnish, to the Administrative Agent, at such address, a
certificate from each appropriate taxing authority, or an opinion of counsel
acceptable to the Administrative Agent, in either case stating that such payment
is exempt from or not subject to Taxes. For purposes of this subsection (d), the
terms "United States" and "United States person" shall have the meaning
specified in Section 7701 of the Code.

                  (e) Each Lender organized under the laws of a jurisdiction
outside the United States shall, on or prior to the date of its execution and
delivery of this Agreement in the case of each Bank, and each such Lender that
is not a party hereto on the date hereof shall on or prior to the date on which
such Lender becomes a Lender pursuant to Sections 2.17, 2.18 or 8.07 (as the


                                       25
<PAGE>

case may be), and from time to time thereafter if requested in writing by the
Borrower or the Administrative Agent (but only so long thereafter as such Lender
remains lawfully able to do so), provide the Administrative Agent and the
Borrower with Internal Revenue Service form W-8ECI or W-8BEN, 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 of interest pursuant to this Agreement
or the other Loan Documents. 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, in the case of each Bank, or in
excess of the rate applicable to the Lender assignor on the date of the
Assignment and Acceptance pursuant to which it became a Lender or as of the date
such party becomes a Lender pursuant to Section 2.17 or 2.18, in the case of
each other Lender, withholding tax at such rate shall be considered excluded
from Taxes as defined in Section 2.14(a). 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-8ECI or W-8BEN, that the Lender
reasonably considers to be confidential, the Lender shall give notice thereof to
the Borrower and shall not be obligated to include in such form or document such
confidential information.

                  (f) For any period with respect to which a Lender has failed
to provide the Borrower with the appropriate form described in subsection (e)
(other than if such failure is due to a change in law occurring after the date
on which a form originally was required to be provided or if such form otherwise
is not required under the first sentence of subsection (e) above), such Lender
shall not be entitled to indemnification under subsection (a) with respect to
Taxes imposed by the United States; provided, however, that should a Lender
become subject to Taxes because of its failure to deliver a form required
hereunder, the Borrower shall take such steps as such Lender shall reasonably
request to assist such Lender to recover such Taxes.

                  (g) Any Lender claiming any additional amounts payable
pursuant to this Section 2.14 shall use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Eurodollar 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.

                  (h) Without prejudice to the survival of any other agreement
of the Borrower hereunder, the agreements and obligations of the Borrower
contained in this Section 2.14 shall survive the payment in full of principal
and interest hereunder and under the other Loan Documents.

         Section 2.15 Sharing of Payments, Etc. If any Lender shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) on account of the Advances owing to it (other than
pursuant to Section 2.11, 2.14 or 8.04(b)) 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 made by 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

                                       26
<PAGE>

rescinded and such Lender shall repay to the purchasing Lender the purchase
price to the extent of such recovery together with an amount equal to such
Lender's ratable share (according to the proportion of (i) the amount of such
Lender's required repayment to (ii) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. The Borrower
agrees that any Lender so purchasing a participation from another Lender
pursuant to this Section 2.15 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off) with respect
to such participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation.

         Section 2.16 Use of Proceeds. The proceeds of the Advances shall be
available (and the Borrower agrees that it shall use such proceeds) for general
corporate purposes, including commercial paper backstop.

         Section 2.17 Extension of Termination Date. (a) At least 45 days but
not more than 60 days prior to any Anniversary Date, the Borrower, by written
notice to the Administrative Agent, may request an extension of the Termination
Date in effect at such time by one calendar year from the then scheduled
Termination Date. The Administrative Agent shall promptly notify each Lender of
such request, and each Lender shall in turn, in its sole discretion, at least 20
days but not more than 30 days prior to the applicable Anniversary Date, notify
the Borrower and the Administrative Agent in writing as to whether such Lender
will consent to such extension. If any Lender shall fail to notify the
Administrative Agent and the Borrower in writing of its consent to any such
request for extension of the Termination Date by the 20th day prior to the
applicable Anniversary Date, such Lender shall be deemed to be a Non-Consenting
Lender with respect to such request. The Administrative Agent shall notify the
Borrower not later than the 20th day prior to such Anniversary Date of the
decision of the Lenders regarding the Borrower's request for an extension of the
Termination Date.

                  (b) If all of the Lenders consent in writing to any such
request in accordance with subsection (a) of this Section 2.17, the Termination
Date shall, effective as at such next Anniversary Date (the "Extension Date"),
be extended for one calendar year from the then scheduled Termination Date;
provided that on each Extension Date, no Event of Default, or event that with
the giving of notice or passage of time or both would constitute an Event of
Default, shall have occurred and be continuing, or shall occur as a consequence
thereof. If Lenders holding at least a majority in interest of the aggregate
Revolving Credit Commitments at such time 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, be
extended as to those Lenders that so have 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 Commitments of such Lender are not
assumed in accordance with subsection (c) of this Section 2.17 on or prior to
the applicable Extension Date, the Commitments of such Non-Consenting Lender
shall automatically terminate in whole on such unextended Termination Date
without any further notice or other action by the Borrower, such Lender or any
other Person; provided that such Non-Consenting Lender's rights under Sections
2.11, 2.14, 8.04 and 8.09, and its obligations under Section 7.05, 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 Borrower for any requested extension of the
Termination Date.

                                       27
<PAGE>

                  (c) If Lenders holding at least 51% of the aggregate Revolving
Credit Commitments at any time consent to any such request pursuant to
subsection (a) of this Section 2.17, the Borrower may arrange for one or more
Consenting Lenders or, to the extent that the Consenting Lenders decline to
assume any Non-Consenting Lender's Revolving Credit Commitment, other Eligible
Assignees (each such Eligible Assignee that accepts an offer to assume a
Non-Consenting Lender's Revolving Credit Commitment as of the applicable
Extension Date and each Eligible Assignee that accepts an offer to participate
in a requested Commitment Increase in accordance with Section 2.18(c) being an
"Assuming Lender") to assume, effective as of the Extension Date, any
Non-Consenting Lender's Revolving Credit 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 if the Borrower makes an offer to any Consenting Lender to assume
any Non-Consenting Lender's Revolving Credit Commitment, it shall make such
offer to all Consenting Lenders on a pro rata basis based on their respective
Revolving Credit Commitments and such Non-Consenting Lender's Revolving Credit
Commitment shall be allocated among those Consenting Lenders which accept such
offer on a pro rata basis based on their respective Revolving Credit
Commitments, provided further however, that the amount of the Revolving Credit
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 the Revolving Credit
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 8.07(a) for such
         assignment shall have been paid;

provided further that such Non-Consenting Lender's rights under Sections 2.11,
2.14, 8.04 and 8.09, and its obligations under Section 7.05, shall survive such
substitution as to matters occurring prior to the date of substitution. At least
three Business Days prior to any Extension Date, (A) each such Assuming Lender,
if any, shall have delivered to the Borrower and the Administrative Agent an
assumption agreement, in form and substance satisfactory to the Borrower and the
Administrative Agent (an "Assumption Agreement"), duly executed by such Assuming
Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent,
(B) any such Consenting Lender shall have delivered confirmation in writing
satisfactory to the

                                       28
<PAGE>

Borrower and the Administrative Agent as to the increase in the amount of its
Revolving Credit Commitment, (C) each Non-Consenting Lender being replaced
pursuant to this Section 2.17 shall have delivered to the Administrative Agent
any Note or Notes held by such Non-Consenting Lender and (D) the Borrower shall
have delivered to the Administrative Agent a new Note payable to the order of
each Assuming Lender in a principal amount equal to the amount of Revolving
Credit Commitment assumed by such Assuming Lender. Upon the payment or
prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the
immediately preceding sentence, 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 all of the Lenders (after giving effect to any
assignments pursuant to subsection (b) of this Section 2.17) 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 Administrative Agent shall so notify the Borrower, and, so long as no
Event of Default, or event that with the giving of notice or passage of time or
both would constitute an Event of Default, shall have occurred and be continuing
as of such Extension Date, or shall occur as a consequence thereof, the
Termination Date then in effect shall be extended for the additional one year
period described in subsection (a) of this Section 2.17, and all references in
this Agreement and in the other Loan Documents, 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 Administrative 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.

         Section 2.18 Increase in the Aggregate Commitments. (a) The Borrower
may not more than once in any calendar year prior to the Termination Date and
provided that the Borrower has not elected to reduce the Commitments during such
calendar year pursuant to Section 2.05, by notice to the Administrative Agent,
request that the aggregate amount of the Commitments be increased by an amount
of $50,000,000 or an integral multiple of $5,000,000 in excess thereof (each a
"Commitment Increase") to be effective as of a date that is at least 90 days
prior to the scheduled Termination Date then in effect (the "Increase Date") as
specified in the related notice to the Administrative Agent; provided, however,
that (i) in no event shall the aggregate amount of the Commitments at any time
exceed $250,000,000 and (ii) no Event of Default, or event that with the giving
of notice or passage of time or both would constitute an Event of Default, shall
have occurred and be continuing as of the date of such request or as of the
applicable Increase Date, or shall occur as a result of such Commitment
Increase.

                  (b) The Administrative Agent shall promptly notify the Lenders
of a request by the Borrower for a Commitment Increase, which notice shall
include (i) the proposed amount of such requested Commitment Increase, (ii) the
proposed Increase Date and (iii) the date by which Lenders wishing to
participate in the Commitment Increase must commit to an increase in the amount
of their respective Commitments (the



                                       29
<PAGE>

"Commitment Date"). Each Lender that is willing to participate in such requested
Commitment Increase (each an "Increasing Lender") shall give written notice to
the Administrative Agent on or prior to the Commitment Date of the amount by
which it is willing to increase its Commitment. If the Lenders notify the
Administrative Agent that they are willing to increase the amount of their
respective Commitments by an aggregate amount that exceeds the amount of the
requested Commitment Increase, the requested Commitment Increase shall be
allocated among the Lenders willing to participate therein based on a ratio of
each existing Lender's proposed Commitment increase, if any, to the aggregate of
all of the existing Lenders' proposed Commitment increases.

                  (c) Promptly following each Commitment Date, the
Administrative Agent shall notify the Borrower as to the amount, if any, by
which the Lenders are willing to participate in the requested Commitment
Increase. If the aggregate amount by which the Lenders are willing to
participate in any requested Commitment Increase on any such Commitment Date is
less than the requested Commitment Increase, then the Borrower may extend offers
to one or more Eligible Assignees to participate in any portion of the requested
Commitment Increase that has not been committed to by the Lenders as of the
applicable Commitment Date.

                  (d) On each Increase Date, each Eligible Assignee that accepts
an offer to participate in a requested Commitment Increase in accordance with
Section 2.18(c) as an Assuming Lender shall become a Lender party to this
Agreement as of such Increase Date and the Commitment of each Increasing Lender
for such requested Commitment Increase shall be so increased by such amount (or
by the amount allocated to such Lender pursuant to the last sentence of Section
2.18(b)) as of such Increase Date; provided, however, that the Administrative
Agent shall have received on or before such Increase Date the following, each
dated such date:

                  (i) (A) certified copies of an Authorized Financial Officer of
         the Borrower, approving the Commitment Increase and the corresponding
         modifications to this Agreement and (B) an opinion of counsel for the
         Borrower (which may be in-house counsel), in substantially the form of
         Exhibit E-1 hereto;

                  (ii) an Assumption Agreement from each Assuming Lender, if
         any, in form and substance satisfactory to the Borrower and the
         Administrative Agent, duly executed by such Eligible Assignee, the
         Administrative Agent and the Borrower; and

                  (iii) confirmation from each Increasing Lender of the increase
         in the amount of its Commitment in a writing satisfactory to the
         Borrower and the Administrative Agent.

On each Increase Date, upon fulfillment of the conditions set forth in the
immediately preceding sentence of this Section 2.18(d), the Administrative Agent
shall notify the Lenders (including, without limitation, each Assuming Lender)
and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, of
the occurrence of the Commitment Increase to be effected on such Increase Date
and shall record in the Register the relevant information with respect to each
Increasing Lender and each Assuming Lender on such date.

                                       30
<PAGE>
                       ARTICLE III. CONDITIONS OF LENDING

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

                  (a) the Administrative Agent shall have received on or before
the day of such initial Borrowing the following, each dated such day, in form
and substance satisfactory to the Administrative Agent and (except for the
Notes) in sufficient copies for each Lender:

                  (i) The Notes to the order of the Lenders, respectively;

                  (ii) Certified copies of the resolutions of the Board of
         Directors of the Borrower duly authorizing the Borrower to execute and
         deliver, and perform its obligations under, this Agreement and the
         other Loan Documents and to make Borrowings or guaranty Obligations, as
         the case may be, and of all documents evidencing other necessary
         corporate action and governmental approvals, if any, with respect to
         this Agreement and the other Loan Documents;

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

                  (iv) certified copies of the articles or certificate of
         incorporation of Borrower, together with certificates of good standing
         or existence, as may be available from the Secretary of State of the
         jurisdiction of organization of Borrower;

                  (v) A favorable opinion of Marcia E. Doane, Vice President and
         General Counsel for the Borrower, substantially in the form of Exhibit
         E-1 hereto and as to such other matters as any Lender through the
         Administrative Agent may reasonably request; and

                  (vi) A favorable opinion of Sidley Austin Brown & Wood LLP,
         counsel for the Borrower, substantially in the form of Exhibit E-2
         hereto and as to such other matters as any Lender through the
         Administrative Agent may reasonably request.

                  (b) the Borrower shall have paid all accrued fees and expenses
of the Administrative Agent and the Arranger (including the accrued fees and
expenses of counsel to Administrative Agent and the Arranger then due and
payable); and

                  (c) the termination of the commitments of the lenders and the
payment in full of all Debt outstanding under the Revolving Credit Agreement
dated as of December 17, 1997



                                       31
<PAGE>

among the Borrower, the lenders parties thereto, The First National Bank of
Chicago (now known as Bank One, NA), as documentation agent, The Chase Manhattan
Bank (now know as JPMorgan Chase Bank), as co-agent, CPC International Inc., as
interim Guarantor, and Citibank, N.A, as administrative agent. By execution of
this Agreement, each of the Lenders that is a lender under the credit agreement
referred to above hereby waives any requirement set forth in such credit
agreement of prior notice to the termination of their commitments thereunder.

         Section 3.02 Conditions Precedent to Each Borrowing, Each Letter of
Credit, Each Extension Date and Each Commitment Increase. The obligation of each
Lender to make an Advance on the occasion of each Borrowing (including the
initial Borrowing), the obligation of each Issuing Bank to issue a Letter of
Credit, the effectiveness of any Extension Date and each Commitment Increase
shall be subject to the further conditions precedent that on the date of such
Borrowing, issuance, extension or increase (a) the following statements shall be
true (and the Administrative Agent shall have received for the account of such
Lender a certificate signed by an Authorized Financial Officer of the Borrower,
dated the date of such Borrowing, issuance, extension or increase, stating
that):

                  (i) The representations and warranties contained in Article IV
         (other than, in the case of a Borrowing or the issuance of a Letter of
         Credit, the representations and warranties contained in Section
         4.01(e)(ii) or Section 4.01(f)(i)) are correct on and as of the date of
         such Borrowing, issuance, extension or increase, before and after
         giving effect thereto and to the application of the proceeds therefrom,
         as though made on and as of such date, and

                  (ii) No event has occurred and is continuing, or would result
         from such Borrowing, issuance, extension or increase or from the
         application of the proceeds therefrom, which constitutes an Event of
         Default or would constitute an Event of Default but for the requirement
         that notice be given or time elapse or both;

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

         Section 3.03 Determinations Under Section 3.01. For purposes of
determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Administrative Agent responsible for the transactions contemplated by
this Agreement shall have received notice from such Lender prior to the date
that the Borrower, by notice to the Lenders, designates as the proposed
Effective Date, specifying its objection thereto. The Administrative Agent shall
promptly notify the Lenders of the occurrence of the Effective Date.

                                       32
<PAGE>

                   ARTICLE IV. REPRESENTATIONS AND WARRANTIES

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

                  (a) The Borrower and each of its Subsidiaries is a corporation
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation.

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

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

                  (d) This Agreement is, and each of the other Loan Documents
when delivered hereunder will be, the legal, valid and binding obligations of
the Borrower enforceable against the Borrower in accordance with their
respective terms.

                  (e) (i) The Consolidated balance sheet of the Borrower and its
Subsidiaries as at December 31, 2001 and the related Consolidated statements of
income and retained earnings of the Borrower and its Subsidiaries for the fiscal
year then ended, and the Consolidated balance sheet of the Borrower and its
Subsidiaries as at June 30, 2002 and the related Consolidated statements of
income and retained earnings of the Borrower and its Subsidiaries for the six
months then ended, fairly present, subject, in the case of said balance sheet as
at June 30, 2002 and the related Consolidated statements of income and retained
earnings of the Borrower and its Subsidiaries for the six months then ended, to
year end audit adjustments, the financial condition of the Borrower and its
Subsidiaries as at such dates and the results of the operations of the Borrower
and its Subsidiaries for the periods ended on such dates, all in accordance with
generally accepted accounting principles consistently applied. The Borrower has
previously delivered to the Administrative Agent (who will send a copy to each
Lender) copies of the Borrower's report on Form 10-K or Form 10K/A, as
appropriate, for the fiscal year ended December 31, 2001 and the Borrower's
report on Form 10-Q for the fiscal quarter ended June 30, 2002.

                  (ii) Since June 30, 2002 no event or condition has occurred
         that has had, or is reasonably likely to have, a material adverse
         effect on the business, conditions (financial or otherwise),
         operations, performance or properties of the Borrower or the Borrower
         and its Subsidiaries taken as a whole except as publicly disclosed
         prior to this Agreement.

                  (f) (i) Except as publicly disclosed in the Borrower's most
recent annual report on Form 10-K/A as filed with the United States Securities
and Exchange Commission, there is no pending or threatened action or proceeding
affecting the Borrower or any of its Subsidiaries before any court, governmental
agency or arbitrator which is reasonably likely to have a Material Adverse
Effect; and

                                       33
<PAGE>
                  (ii) there is no pending or threatened action or proceeding
affecting the Borrower or any of its Subsidiaries before any court, governmental
agency or arbitrator which purports to affect the legality, validity, binding
effect or enforceability of this Agreement or any other Loan Document;

                  (g) No Termination Event has occurred or, to the knowledge of
the Borrower, is reasonably expected to occur with respect to any Plan that has
resulted or, to the knowledge of the Borrower, is reasonably likely to result in
a liability of the Borrower that exceeds $5,000,000.

                  (h) Neither the Borrower nor any ERISA Affiliate of the
Borrower has incurred or, to the knowledge of the Borrower, is reasonably
expected to incur any Withdrawal Liability exceeding $5,000,000 to any
Multiemployer Plan.

                  (i) Neither the Borrower nor any ERISA Affiliate of the
Borrower has been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or has been terminated, within the
meaning of Title IV of ERISA, and, to the knowledge of the Borrower, no
Multiemployer Plan is reasonably expected to be in reorganization or to be
terminated, within the meaning of Title IV of ERISA.

                  (j) No single lien, security interest or other charge or
encumbrance (including liens or retained security titles of conditional vendors)
of any nature whatsoever on any properties of the Borrower or any of its
Subsidiaries (a "Lien") as of the date hereof secured any Debt in excess of
$25,000,000 and that the aggregate of such Liens did not secure any Debt in
excess of $100,000,000.

                  (k) Following application of the proceeds of each Advance, not
more than 25 percent of the value of the assets (either of the Borrower only or
of the Borrower and its Subsidiaries on a consolidated basis) which are subject
to the provisions of Sections 5.02(a) or 5.02(e) or subject to any restriction
contained in any agreement or instrument between the Borrower and any Lender or
any Affiliate of any Lender relating to Debt of the Borrower and its
Subsidiaries which is outstanding in a principal amount of at least $25,000,000
will be Margin Stock.

                  (l) Neither the Borrower nor any of its Subsidiaries is an
"investment company," or an "affiliated person" of, or a "promoter" or
"Principal underwriter" for, an "investment company," as such terms are defined
in the Investment Company Act of 1940, as amended.

                  (m) Except as publicly disclosed prior to the date of this
Agreement, the operations and properties of the Borrower and each of its
Subsidiaries do not violate any Environmental Laws in a manner that will cause a
Material Adverse Effect.

                                       34
<PAGE>

                              ARTICLE V. COVENANTS

         Section 5.01 Affirmative Covenants. So long as any Advance shall remain
unpaid or any Lender shall have any Commitment hereunder or any Letter of Credit
shall be outstanding, the Borrower, unless the Majority Lenders shall otherwise
consent in writing, will:

                  (a) Compliance with Laws, Payment of Taxes, Etc. Comply, and
cause each of its Subsidiaries to comply, in all material respects with all
applicable laws, rules, regulations and orders, such compliance to include,
without limitation, compliance with ERISA, and paying before the same become
delinquent (i) all taxes, assessments and governmental charges imposed upon it
or upon its property and (ii) all lawful claims that, if unpaid, might by law
become a Lien upon its property except to the extent otherwise permitted under
Section 5.02(a) or to the extent contested in good faith, and to comply, and
cause each of its Subsidiaries to comply, with all applicable Environmental Laws
in a manner so that the violation of such laws does not have a Material Adverse
Effect on such Person.

                  (b) Maintenance of Books and Records. Maintain proper
Consolidated books of record and account, in which full and correct entries
shall be made of all financial transactions and the Consolidated assets and
business of such Person and its Subsidiaries in accordance with generally
accepted accounting principles consistently applied.

                  (c) Preservation of Corporate Existence, Etc. Preserve and
maintain, and cause each of its Subsidiaries to preserve and maintain, its
corporate existence, rights (charter and statutory) and franchises, except to
the extent otherwise permitted under Section 5.02(e) provided, however, that
each such Person and its Subsidiaries may consummate any merger or consolidation
permitted under Section 5.02(b) and may wind up, liquidate or dissolve any of
their respective inactive Subsidiaries, and provided further, that neither such
Person nor any of its Subsidiaries shall be required to preserve any right or
franchise if the Board of Directors of such Person or such Subsidiary shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of such Person or such Subsidiary, as the case may be, and that the
loss thereof is not disadvantageous in any material respect to such Person, such
Subsidiary or the Lenders.

                  (d) Reporting Requirements. Furnish to the Administrative
Agent (who promptly will send a copy to each Lender):

                           (i) (A) As soon as available and in any event within
                  45 days after the end of each of the first three quarters of
                  each fiscal year of the Borrower, the Consolidated balance
                  sheet of the Borrower and its Subsidiaries as of the end of
                  such quarter and the Consolidated statement of income and
                  retained earnings of the Borrower and its Subsidiaries for the
                  period commencing at the end of the previous fiscal year and
                  ending with the end of such quarter, certified in its
                  customary manner by an Authorized Financial Officer, and

                                    (B) At the time of delivery of the financial
                  statements referred to in clause (A) above, a certificate
                  signed by an Authorized Financial Officer of the Borrower (i)
                  stating that no event has occurred and is continuing which

                                       35
<PAGE>

                  constitutes an Event of Default or would constitute an Event
                  of Default but for the requirement that notice be given or
                  time elapse or both and (ii) setting forth in reasonable
                  detail calculations demonstrating compliance with Section
                  5.02(f) and (g); and

                           (ii) (A) As soon as available and in any event within
                  90 days after the end of each fiscal year of the Borrower, a
                  copy of the annual report for such year for the Borrower and
                  its Subsidiaries, containing financial statements for such
                  year certified in a manner acceptable to the Majority Lenders
                  by KPMG LLP or other independent public accountants acceptable
                  to the Majority Lenders, such acceptance not to be
                  unreasonably withheld, and

                                    (B) At the time of delivery of the financial
                  statements referred to in clause (A) above, a certificate
                  signed by an Authorized Financial Officer of the Borrower (i)
                  stating that no event has occurred and is continuing which
                  constitutes an Event of Default or would constitute an Event
                  of Default but for the requirement that notice be given or
                  time elapse or both and (ii) setting forth in reasonable
                  detail calculations demonstrating compliance with Section
                  5.02(f) and (g); and

                           (iii) as soon as possible and in any event within
                  five days after the occurrence of each Event of Default and
                  each event which, with the giving of notice or lapse of time,
                  or both, would constitute an Event of Default, continuing on
                  the date of such statement, a statement of an Authorized
                  Financial Officer setting forth details of such Event of
                  Default or event and the action which the Borrower has taken
                  and proposes to take with respect thereto;

                           (iv) promptly after the sending or filing thereof,
                  copies of all reports which the Borrower sends to any of its
                  security holders, and copies of all reports and registration
                  statements which such Person or any Subsidiary files with the
                  Securities and Exchange Commission or any national securities
                  exchange;

                           (v) as soon as the Borrower knows, and in any event
                  immediately upon the occurrence, of a change in a Public Debt
                  Rating, a statement of an Authorized Financial Officer setting
                  forth the new Public Debt Rating and the date of such change
                  in the Public Debt Rating;

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

                           (vii) as soon as possible and in any event (A) within
                  15 Business Days after the Borrower knows or has reason to
                  know that any Termination Event described in clause (i) of the
                  definition of Termination Event with respect to any Plan of
                  the Borrower or any ERISA Affiliate has occurred where such
                  event is reasonably likely to result in the imposition of a
                  liability of more than $5,000,000 on Borrower, and (B) within
                  10 Business Days after the Borrower knows or has

                                       36
<PAGE>

                  reason to know that any other Termination Event with respect
                  to any Plan of the Borrower or any ERISA Affiliate has
                  occurred where such event is reasonably likely to result in
                  the imposition of a liability of more than $5,000,000 on
                  Borrower, a statement of an Authorized Financial Officer
                  describing such Termination Event and the action, if any,
                  which the Borrower or such ERISA Affiliate proposes to take
                  with respect thereto;

                           (viii) promptly and in any event within 15 Business
                  Days after receipt thereof by the Borrower, copies of each
                  notice received by the Borrower or any ERISA Affiliate from
                  the PBGC stating its intention to terminate any Plan of the
                  Borrower or such ERISA Affiliate or to have a trustee
                  appointed to administer any such Plan;

                           (ix) promptly, upon request by Administrative Agent
                  or any Lender, after the filing thereof with the Internal
                  Revenue Service, copies of each Schedule B (Actuarial
                  Information) to the annual report (Form 5500 Series) with
                  respect to each Plan of the Borrower or any ERISA Affiliate;

                           (x) promptly and in any event within 15 Business Days
                  after receipt thereof by the Borrower from the sponsor of a
                  Multiemployer Plan, a copy of each notice received by the
                  Borrower or any ERISA Affiliate concerning (A) the imposition
                  of Withdrawal Liability by a Multiemployer Plan, (B) the
                  determination that a Multiemployer Plan is, or is expected to
                  be, in reorganization within the meaning of Title IV of ERISA,
                  (C) the termination of a Multiemployer Plan within the meaning
                  of Title IV of ERISA, or (D) the amount of liability incurred,
                  or expected to be incurred, by such Person or such ERISA
                  Affiliate in connection with any event described in clause
                  (A), (B) or (C) above; and

                           (xi) such other information respecting the condition
                  or operations, financial or otherwise, of such Person or any
                  of its Subsidiaries as any Lender through the Administrative
                  Agent may from time to time reasonably request.

                  (e) Maintenance of Insurance. Maintain, and cause each of its
Subsidiaries to maintain, insurance (including, without limitation, liability
insurance) with responsible and reputable insurance companies or associations in
such amounts and covering such risks as is usually carried by companies engaged
in similar businesses and owning similar properties in the same general areas in
which such Person or such Subsidiary operates.

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

                                       37
<PAGE>

                  (g) Maintenance of Properties, Etc. Maintain and preserve, and
cause each of its Subsidiaries to maintain and preserve, all of its material
properties that are used in the conduct of its business.

         Section 5.02 Negative Covenants. So long as any Advance shall remain
unpaid or any Lender shall have any Commitment hereunder or any Letter of Credit
shall be outstanding, the Borrower, without the written consent of the Majority
Lenders, will not:

                  (a) Liens, Etc. Create or suffer to exist, or permit any of
its Subsidiaries to create or suffer to exist, any lien, security interest or
other charge or encumbrance, or any other type of preferential arrangement, upon
or with respect to its properties, whether now owned or hereafter acquired, or
assign, or permit any of its Subsidiaries to assign, any right to receive
income, in each case to secure or provide for the payment of any Debt of any
Person, other than (i) liens or security interests existing on the date hereof
and set forth on Schedule 5.02(a), (ii) purchase money liens or purchase money
security interests upon or in any property acquired or held by such Person or
any Subsidiary in the ordinary course of business to secure the purchase price
of such property or to secure indebtedness incurred solely for the purpose of
financing the acquisition of such property, (iii) liens or security interests
existing on such property at the time of its acquisition (other than any such
lien or security interest created in contemplation of such acquisition), (iv)
liens, security interests or other charges or encumbrances (other than those
referred to in clauses (i), (ii) and (iii) above) at any time outstanding
securing an aggregate principal amount of Debt not exceeding $100,000,000 at any
time (or its equivalent in another currency), or (v) liens existing pursuant to
a securitization program permitted under Section 5.02(c), provided that the
aggregate principal amount of the Debt secured by the liens or security
interests referred to in clauses (ii) and (iii) above shall not exceed
$75,000,000, (or its equivalent in another currency) at any time outstanding.

                  (b) Mergers, Etc. Merge or consolidate with or into, or
convey, transfer, lease or otherwise dispose of (whether in one transaction or
in a series of transactions) all or substantially all of its assets, (whether
now owned or hereafter acquired) to, any Person, or permit any of its
Subsidiaries to do so, except that any Subsidiary of such Person may merge or
consolidate with or into, or transfer assets to, or acquire assets of, any other
Subsidiary of such Person and except that any Subsidiary of such Person may
merge into or transfer assets to such Person and such Person may merge or
consolidate, and any Subsidiary of such Person may merge or consolidate, with or
into any other Person, provided in each case that, immediately after giving
effect to such proposed transaction, no Event of Default or event which, with
the giving of notice or lapse of time, or both, would constitute an Event of
Default would exist and in the case of any such merger or consolidation to which
such Person is a party, the Person into which such Person shall be merged or
formed by any such consolidation shall first or simultaneously assume such
Person's obligations hereunder and under the other Loan Documents, in each case,
in an agreement or instrument satisfactory in form and substance to the Majority
Lenders.

                  (c) Debt. Create, incur, assume or suffer to exist, or permit
any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt if
such creation, incurrence, assumption or suffrage would cause (i) the aggregate
principal amount of Consolidated Debt owing by the Borrower's Subsidiaries to
non-Affiliates to exceed 45% of the aggregate principal

                                       38
<PAGE>

amount of Consolidated Debt of the Borrower and its Subsidiaries or (ii)
Consolidated Debt of the Borrower and its Subsidiaries which constitutes
Invested Amounts to exceed $75,000,000.

                  (d) Change in Nature of Business. Make, or permit one or more
of its Subsidiaries to make, any material change in the nature of the business
of such Person and its Subsidiaries taken as a whole as carried on at the date
hereof.

                  (e) Disposition of Assets. Lease, sell, transfer or otherwise
dispose of, and cause its Subsidiaries to lease, sell, transfer or otherwise
dispose of, voluntarily or involuntarily, any assets except for consideration in
an amount not less than the fair market value of such asset as determined in
good faith by such Person's Board of Directors and only if such Person promptly
notifies the Administrative Agent of such lease, sale, transfer, or other
disposition, excluding, however, (i) sales of inventory in the ordinary course
of business, (ii) sales, transfers and other dispositions of equipment
determined to be obsolete or no longer useful, (iii) sales, transfers or other
dispositions of Margin Stock, (iv) sales, transfers and other dispositions of
accounts receivable originated by the Borrower or any Subsidiary thereof that
are subject to a securitization program permitted under Section 5.02(c) and (v)
sales, transfers or other dispositions of other assets of such Person and its
Subsidiaries to the extent that the aggregate fair market value of all such
other assets so leased, sold (including, without limitation, sale and leaseback
transactions), transferred and disposed after the date hereof shall not exceed
$50,000,000 (or its equivalent in another currency).

                  (f) Debt to EBITDA Ratio. Permit the Debt to EBITDA Ratio to
exceed the ratios indicated below for the periods set forth below:

<Table>
<Caption>

        Fiscal Quarter Ended                          Ratio
-------------------------------------             ------------
<S>                                               <C>
On or prior to December 31, 2002                  3.00 to 1.00
January 1, 2003 to December 31, 2003              2.75 to 1.00
January 1, 2004 and thereafter                    2.50 to 1.00
</Table>


                  (g) Interest Coverage Ratio. Permit the Interest Coverage
Ratio to be less than the ratios indicated below for the periods set forth
below:

<Table>
<Caption>
         Fiscal Quarter Ended                         Ratio
-------------------------------------             ------------
<S>                                               <C>
On or prior to December 31, 2002                  3.50 to 1.00
January 1, 2003 to December 31, 2003              3.75 to 1.00
January 1, 2004 and thereafter                    4.00 to 1.00
</Table>

                                       39
<PAGE>



                         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) (i) The Borrower shall fail to pay any principal of any
Advance when it becomes due and payable, (ii) the Borrower shall fail to pay any
interest on any Advance within three Business Days of when it becomes due and
payable or (iii) the Borrower shall fail to make any other payment under this
Agreement or under any other Loan Document if such failure shall remain
unremedied for five days after a demand for payment is given to such Person by
the Administrative Agent or any Lender; or

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

                  (c) The Borrower shall fail to perform or observe (i) any
term, covenant or agreement required to be performed or observed by it contained
in Section 5.01(c), 5.01(d)(iii), 5.01(f) or 5.02, or (ii) any other term,
covenant or agreement contained in this Agreement on its part to be performed or
observed if such failure shall remain unremedied for 10 days after written
notice thereof shall have been given to the Borrower by the Administrative Agent
or any Lender; or

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

                  (e) The Borrower or any of its Subsidiaries shall generally
not pay its debts as such debts become due, or shall admit in writing its
inability to pay its debts generally, or shall make a general assignment for the
benefit of creditors; or any proceeding shall be instituted by or against the
Borrower or any of its Subsidiaries seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment of a receiver,

                                       40
<PAGE>

trustee, custodian or other similar official for it or for any substantial part
of its property; or such Person or any of its Subsidiaries shall take any
corporate action to authorize any of the actions set forth above in this
subsection (e); or

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

                  (g) (i) Any Person or two or more Persons acting in concert
shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of
the Securities and Exchange Commission under the Securities Exchange Act of
1934), directly or indirectly, of Voting Stock of the Borrower (or other
securities convertible into such Voting Stock) representing 20% or more of the
combined voting power of all Voting Stock of the Borrower; or (ii) during any
period of up to 24 consecutive months, commencing after the date of this
Agreement, individuals who at the beginning of such 24-month period were
directors of the Borrower shall cease for any reason (other than due to death or
disability) to constitute a majority of the board of directors of the Borrower
(except to the extent that individuals who at the beginning of such 24-month
period were replaced by individuals (x) elected by 66-2/3% of the remaining
members of the board of directors of the Borrower or (y) nominated for election
by a majority of the remaining members of the board of directors of the Borrower
and thereafter elected as directors by the shareholders of the Borrower); or
(iii) any Person or two or more Persons acting in concert shall have acquired by
contract or otherwise, or shall have entered into a contract or arrangement
that, upon consummation, will result in its or their acquisition of, the power
to exercise, directly or indirectly, a controlling influence over the management
or policies of the Borrower; or

                  (h) An ERISA Default shall occur and be continuing or a lien
under Section 4068 of ERISA shall be imposed against the assets of the Borrower
or any of its Subsidiaries;

then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Majority Lenders, by notice to the Borrower,
declare the obligation of each Lender to make Advances (other than Advances by
an Issuing Bank or a Lender pursuant to Section 2.02(b)) and of the Issuing
Banks to issue Letters of Credit to be terminated, whereupon the same shall
forthwith terminate, and (ii) shall at the request, or may with the consent, of
the Majority Lenders, by notice to the Borrower, declare the Notes and all
Advances then outstanding, all interest thereon and all other amounts payable
under this Agreement to be forthwith due and payable, whereupon the Notes and
all Advances then outstanding, all such interest and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by the
Borrower; provided, however, that in the event of an actual or deemed entry of
an order for relief with respect to the Borrower or any of its Subsidiaries
under the Federal Bankruptcy Code, (A) the obligation of each Lender to make
Advances (other than Advances by an Issuing Bank or a Lender pursuant to Section
2.02(b)) and of the Issuing Banks to issue Letters of Credit shall automatically
be terminated and (B) the Notes and all such Advances then outstanding, all such
interest and all such amounts shall automatically become and be due and



                                       41
<PAGE>

payable, without presentment, demand, protest or any notice of any kind, all of
which are hereby expressly waived by each of the Borrower.

         Section 6.02 Actions in Respect of the Letters of Credit upon Default.
If any Event of Default shall have occurred and be continuing, the
Administrative Agent may with the consent, or shall at the request, of the
Majority Lenders, irrespective of whether it is taking any of the actions
described in Section 6.01 or otherwise, make demand upon the Borrower to, and
forthwith upon such demand the Borrower will, (a) pay to the Administrative
Agent on behalf of the Lenders in same day funds at the Administrative Agent's
office designated in such demand, for deposit in the L/C Cash Collateral
Account, an amount equal to the aggregate Available Amount of all Letters of
Credit then outstanding or (b) make such other arrangements in respect of the
outstanding Letters of Credit as shall be acceptable to the Majority Lenders. If
at any time the Administrative Agent determines that any funds held in the L/C
Cash Collateral Account are subject to any right or claim of any Person other
than the Administrative Agent and the Lenders or that the total amount of such
funds is less than the aggregate Available Amount of all Letters of Credit, the
Borrower will, forthwith upon demand by the Administrative Agent, pay to the
Administrative Agent, as additional funds to be deposited and held in the L/C
Cash Collateral Account, an amount equal to the excess of (a) such aggregate
Available Amount over (b) the total amount of funds, if any, then held in the
L/C Cash Collateral Account that the Administrative Agent determines to be free
and clear of any such right and claim. Upon the drawing of any Letter of Credit,
to the extent funds are on deposit in the L/C Cash Collateral Account, such
funds shall be applied to reimburse the Issuing Banks to the extent permitted by
applicable law.

                     ARTICLE VII. THE ADMINISTRATIVE AGENT

         Section 7.01 Authorization and Action. Each Lender (in its capacities
as a Lender and Issuing Bank (as applicable)) hereby appoints and authorizes the
Administrative 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
Administrative Agent by the terms hereof, together with such powers and
discretion as are reasonably incidental thereto. As to any matters not expressly
provided for by this Agreement (including, without limitation, enforcement or
collection of the Debt resulting from the Advances), the Administrative 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 Majority Lenders,
and such instructions shall be binding upon all Lenders and all holders of the
Notes; provided, however, that the Administrative Agent shall not be required to
take any action which exposes the Administrative Agent to personal liability or
which is contrary to this Agreement or applicable law. The Administrative Agent
agrees to give to each Lender prompt notice of each notice given to it by the
Borrower pursuant to the terms of this Agreement.

         Section 7.02 Administrative Agent's Reliance, Etc. Neither the
Administrative 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 Administrative Agent: (i) may treat the Lender that made any
Advance as the holder of the Debt resulting therefrom until the Administrative
Agent receives and accepts an

                                       42
<PAGE>

Assumption Agreement entered into by an Assuming Lender as provided in Section
2.17 and 2.18 or an Assignment and Acceptance entered into by such Lender, as
assignor, and an Eligible Assignee, as assignee as provided in Section 8.07;
(ii) may consult with legal counsel (including counsel for the Borrower),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (iii) makes
no warranty or representation to any Lender and shall not be responsible to any
Lender for any statements, warranties or representations (whether written or
oral) made in or in connection with this Agreement; (iv) shall not have any duty
to ascertain or to inquire as to the performance or observance of any of the
terms, covenants or conditions of this Agreement on the part of the Borrower or
to inspect the property (including the books and records) of the Borrower; (v)
shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or
any other instrument or document furnished pursuant hereto; and (vi) shall incur
no liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier,
telegram, cable or telex) believed by it to be genuine and signed or sent by the
proper party or parties.

         Section 7.03 SunTrust and Affiliates. With respect to its Commitments,
the Advances made by them and the Notes issued to it, SunTrust 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 Administrative Agent; and the term "Lender"
or "Lenders" shall, unless otherwise expressly indicated, include SunTrust in
its individual capacity. SunTrust and its respective Affiliates may accept
deposits from, lend money to, act as trustee under indentures of, and generally
engage in any kind of business with, the Borrower, any of their respective
Subsidiaries and any Person who may do business with or own securities of the
Borrower or any such Subsidiary, all as if SunTrust were not the Administrative
Agent and without any duty to account therefor to the Lenders.

         Section 7.04 Lender Credit Decision. Each Lender acknowledges that it
has, independently and without reliance upon the Administrative 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
Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement.

         Section 7.05 Indemnification. The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed by the Borrower) from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against the
Administrative Agent in any way relating to or arising out of this Agreement or
any action taken or omitted by the Administrative Agent under this Agreement,
provided that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Administrative Agent's gross
negligence or willful misconduct. Without limitation of the foregoing, each
Lender agrees to reimburse the Administrative Agent promptly upon demand for




                                       43
<PAGE>

its ratable share of any out-of-pocket expenses (including counsel fees)
incurred by the Administrative 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 Administrative Agent is not reimbursed for such expenses by the
Borrower. In the case of any investigation, litigation or proceeding giving rise
to any Indemnified Costs, this Section 7.05 applies whether any such
investigation, litigation or proceeding is brought by the Administrative Agent,
any Lender or a third party.

                  (b) Each Lender severally agrees to indemnify the Issuing
Banks (to the extent not promptly reimbursed by the Borrower) from and against
such Lender's ratable share (determined as provided below) of any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever that may be
imposed on, incurred by, or asserted against any such Issuing Bank in any way
relating to or arising out of this Agreement or any action taken or omitted by
such Issuing Bank hereunder or in connection herewith; provided, however, that
no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from such Issuing Bank's gross negligence or willful
misconduct as found in a final, non-appealable judgment by a court of competent
jurisdiction. Without limitation of the foregoing, each Lender agrees to
reimburse any such Issuing Bank promptly upon demand for its ratable share of
any costs and expenses (including, without limitation, reasonable fees and
expenses of counsel) payable by the Borrower under Section 8.04, to the extent
that such Issuing Bank is not promptly reimbursed for such costs and expenses by
the Borrower.

                  (c) For purposes of this Section 7.05, the Lenders' respective
ratable shares of any amount shall be determined, at any time, according to the
sum of (i) the aggregate principal amount of the Advances outstanding at such
time and owing to the respective Lenders, (ii) their respective Pro Rata Shares
of the aggregate Available Amount of all Letters of Credit outstanding at such
time and (iii) their respective Unused Commitments at such time; provided that
the aggregate principal amount of Advances owing to the Issuing Banks as a
result of drawings under Letters of Credit shall be considered to be owed to the
Lenders ratably in accordance with their respective Revolving Credit
Commitments. The failure of any Lender to reimburse the Administrative Agent or
any such Issuing Bank, as the case may be, promptly upon demand for its ratable
share of any amount required to be paid by the Lenders to the Administrative
Agent or such Issuing Bank, as the case may be, as provided herein shall not
relieve any other Lender of its obligation hereunder to reimburse the
Administrative Agent or such Issuing Bank, as the case may be, for its ratable
share of such amount, but no Lender shall be responsible for the failure of any
other Lender to reimburse the Administrative Agent or any such Issuing Bank, as
the case may be, 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 7.05 shall
survive the payment in full of principal, interest and all other amounts payable
hereunder and under the other Loan Documents.

         Section 7.06 Successor Administrative Agent. The Administrative Agent
may resign at any time by giving written notice thereof to the Lenders and the
Borrower and may be removed at any time with or without cause by the Majority
Lenders. Upon any such resignation or

                                       44
<PAGE>

removal, the Majority Lenders shall have the right to appoint a successor
Administrative Agent. If no successor Administrative Agent shall have been so
appointed by the Majority Lenders, and shall have accepted such appointment,
within 30 days after the retiring Administrative Agent's giving of notice of
resignation or the Majority Lenders' removal of the retiring Administrative
Agent, then the retiring Administrative Agent may, on behalf of the Lenders,
appoint a successor Administrative 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 $1,000,000,000. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations under this Agreement. After
any retiring Administrative Agent's resignation or removal hereunder as
Administrative 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
Administrative Agent under this Agreement.

         Section 7.07 Arranger, Documentation Agent and Syndication Agent . The
Arranger, Documentation Agent and the Syndication Agent shall have no duties or
obligations under this Agreement or the other Loan Documents in their respective
capacities as Arranger, Documentation Agent and the Syndication Agent.

                          ARTICLE VIII. MISCELLANEOUS

         Section 8.01 Amendments, Etc. No amendment or waiver of any provision
of this Agreement or the Notes, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Majority 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 3.02, (b) increase the Commitments
of the Lenders or subject the Lenders (other than as provided in Section 2.18)
or to any additional obligations, (c) reduce the principal of, or interest on,
the Notes or any fees or other amounts payable hereunder, (d) postpone any date
fixed for any payment of principal of, or interest on, the Notes or any fees or
other amounts payable hereunder, (e) change the percentage of the Revolving
Credit Commitments or of the aggregate unpaid principal amount of the Notes, or
the number of Lenders, which shall be required for the Lenders or any of them to
take any action hereunder or (f) amend this Section 8.01; provided further that
no amendment, waiver or consent shall, unless in writing and signed by all the
Lenders, waive any of the conditions specified in Section 3.03, provided
further, that no amendment, waiver or consent shall, unless in writing and
signed by the Administrative Agent in addition to the Lenders required above to
take such action, affect the rights or duties of the Administrative Agent under
this Agreement or any other Loan Document; and provided further that no
amendment, waiver or consent shall, unless in writing and signed by the Issuing
Banks in addition to the Lenders required above to take such action, affect the
rights or obligation of the Issuing Banks under this Agreement.

         Section 8.02 Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including telegraphic, telecopy or
telex) and mailed (postage

                                       45
<PAGE>

prepaid, return receipt requested), telegraphed, telecopied, telexed or
delivered, if to the Borrower, at its address at Corn Products International,
Inc., P.O. Box 7100, 5 Westbrook Corporate Center, Westchester, IL 60154,
Attention: Treasurer; if to any Bank, at its Domestic Lending Office specified
opposite its name on Schedule I hereto; if to any other Lender, at its Domestic
Lending Office specified in the Assignment and Acceptance pursuant to which it
became a Lender; and if to the Administrative Agent, at its address at 303
Peachtree Street, Atlanta, GA 30308, Attn: Greg Cannon; or, as to each party, at
such other address as shall be designated by such party in a written notice to
the other parties. All such notices and communications shall, when mailed,
telegraphed, telecopied or telexed, be effective when deposited in the mails,
telecopied, delivered to the telegraph company or confirmed by telex answerback,
respectively, except that notices and communications to the Administrative Agent
pursuant to Article II, III or VII shall not be effective until received by the
Administrative Agent, notices to the Borrower pursuant to Article VI shall not
be effective until received by the Borrower.

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

         Section 8.04 Costs and Expenses. (a) The Borrower agrees to pay on
demand all reasonable costs and expenses of both the Administrative Agent and
the Arranger in connection with the preparation, execution, delivery,
administration, modification and amendment of this Agreement, the other Loan
Documents 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 out-of-pocket
expenses of counsel for the Administrative Agent and the Arranger with respect
thereto and with respect to advising the Administrative Agent and the Arranger
as to each such party's respective rights and responsibilities under this
Agreement. The Borrower further agrees to pay on demand all costs and expenses
of the Administrative Agent and the Lenders, if any (including, without
limitation, reasonable counsel fees and expenses of the Administrative Agent and
each Lender), in connection with the enforcement (whether through negotiations,
legal proceedings or otherwise) of this Agreement, the other Loan Documents and
the other documents to be delivered hereunder including, without limitation,
reasonable counsel fees and expenses for the Administrative Agent and each
Lender in connection with the enforcement of rights under this Section 8.04(a).

                  (b) If any payment of principal of, or Conversion of, any
Eurodollar Rate Advance is made by the Borrower to or for the account of a
Lender other than on the last day of the Interest Period for such Advance, as a
result of a payment or Conversion pursuant to Section 2.08(f), 2.09, 2.10 or
2.12 or acceleration of the maturity of the Notes pursuant to Section 6.01 or
for any other reason, the Borrower shall, upon demand by any Lender (with a copy
of such demand to the Administrative Agent), pay to the Administrative Agent for
the account of such Lender any amounts required to compensate such Lender for
any additional losses, costs or expenses which it may reasonably incur as a
result of such payment or Conversion, including, without limitation, any loss
(including loss of anticipated profits), cost or expense incurred by


                                       46
<PAGE>

reason of the liquidation or reemployment of deposits or other funds acquired by
any Lender to fund or maintain such Advance. A certificate setting forth with
reasonable specificity the basis for and amount of such losses, costs or
expenses shall be submitted to the Borrower and the Administrative Agent by such
Lender and shall be conclusive and binding for all purposes, absent manifest
error.

                  (c) Without prejudice to any other rights which the Lenders
may have hereunder or under applicable law, the Borrower agrees to indemnify and
hold harmless the Administrative Agent, the Arranger, each Lender, any of their
Affiliates and each of their respective directors, officers, employees, advisors
and agents (each, an "Indemnified Party") from and against any and all claims,
damages, losses, liabilities and expenses (including, without limitation, fees
and disbursements of counsel), that may be incurred by or asserted against the
Administrative Agent, the Arranger, such Lender or any of their Affiliates or
any such director, officer, employee, advisor or agent which would not have been
incurred by or asserted or awarded against any Indemnified Party but for the
Administrative Agent or such Lender being a party to this Agreement, in each
case arising out of or in connection with or by reason of, or in connection with
the preparation for a defense of, any investigation, litigation, or proceeding
arising out of, related to or in connection with (i) this Agreement or any other
Loan Document, or related to any transaction or proposed transaction (whether or
not consummated) in which any proceeds of any Borrowing are applied or proposed
to be applied, directly or indirectly, by the Borrower (including, without
limitation, any such application or proposed application by the Borrower related
to any acquisition or proposed acquisition by the Borrower or any Subsidiary or
affiliate of the Borrower of all or any portion of the stock or substantially
all of the assets of any Person), or the actual or proposed use of the proceeds
of the Advances or any Letter of Credit, whether or not the Administrative
Agent, the Arranger, such Lender or any of their Affiliates or any such
director, officer, employee, advisor or agent is a party to such transaction or
(ii) the Borrower's entering into this Agreement or the other Loan Documents, or
to any actions or omissions of the Borrower, any of its respective Subsidiaries
or affiliates or any of its or their respective directors, officers, employees,
advisors, affiliates or agents in connection therewith, in each case whether or
not such investigation, litigation or proceeding is brought by the Borrower, its
directors, shareholders or creditors or an Indemnified Party or any other Person
or any Indemnified Party is otherwise a party thereto and whether or not the
transactions contemplated hereby are consummated, except to the extent such
claim, damage, loss, liability or expense (A) is found in a final, non-appealed
judgment by a court of competent jurisdiction to have resulted from such
Indemnified Party's gross negligence or willful misconduct or (B) arising from
disputes among two or more Lenders (but not including any such dispute that
involves a Lender to the extent that such Lender is acting in any different
capacity (such as an Administrative Agent or Arranger)). The Borrower also
agrees not to assert any claim against the Administrative Agent, the Arranger,
any Lender, any of their Affiliates, or any of their respective directors,
officers, employees, advisors and agents, on any theory of liability, for
consequential or punitive damages arising out of or otherwise relating to this
Agreement, the other Loan Documents, any of the transactions contemplated herein
or the actual or proposed use of the proceeds of the Advances. The obligations
of the Borrower under this subsection (c) shall survive the Termination Date,
provided that this subsection (c) shall not apply to derivative claims of the
stockholders of any Lender against such Lender if such claims are based upon
occurrences subsequent to the Termination Date.

                                       47
<PAGE>

                  (d) Without prejudice to the survival of any other agreement
of the Borrower hereunder, the agreements and obligations of the Borrower
contained in Sections 2.14, 7.05 and 8.04 shall survive the payment in full of
principal, interest and all other amounts payable hereunder and under the other
Loan Documents.

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

         Section 8.06 Binding Effect. This Agreement shall become effective
(other than Section 2.01 which shall only become effective upon satisfaction of
the conditions precedent set forth in Section 3.01, 3.02 and 3.03) when it shall
have been executed by the Borrower and the Administrative Agent and when the
Administrative Agent shall have been notified by each Lender that such Lender
has executed it and thereafter shall be binding upon and inure to the benefit of
the Borrower, the Administrative Agent, each Lender and their respective
successors and assigns, provided that the Borrower shall not have the right to
assign its rights hereunder or any interest herein without the prior written
consent of the Lenders except as a result of a merger or consolidation permitted
by Section 5.02(e).

         Section 8.07 Assignments and Participations. (a) Each Lender may (and
shall if requested to do so by the Borrower pursuant to Section 2.11(c)) assign
to any Person, all or a portion of its rights and obligations under this
Agreement and the Notes (including, without limitation, all of its Revolving
Credit Commitment, the Advances owing to it and the Note or Notes held by it);
provided, however, that (i) other than in the case of an assignment to a Person,
that immediately prior to such assignment was a Lender, or an Affiliate of a
Lender (whereupon notice thereof shall promptly be given to the Borrower and the
Administrative Agent), each such assignment shall be to an Eligible Assignee to
which the Borrower and the Administrative Agent have consented (with respect to
an assignment of all of such Lender's rights and obligations hereunder, such
consents may not be unreasonably withheld), (ii) unless such assignment shall be
made to a Person that, immediately prior to such assignment was a Lender, or an
Affiliate of a Lender (whereupon notice thereof shall promptly be given to the
Borrower and the Administrative Agent), such assignment shall be for all of such
assigning Lender's rights and obligations under the Loan Documents or shall be
for a minimum amount of such assigning Lender's Commitment hereunder (together
with those rights and obligations related thereto) equal to $10,000,000 or a
multiple of $1,000,000 in excess thereof, and (iii) the parties to each

                                       48
<PAGE>

such assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with any Note or Notes subject to such assignment and a processing and
recordation fee of $3,500 if the assignee is not already a Lender. Upon such
execution, delivery, acceptance and recording, from and after the effective date
specified in each Assignment and Acceptance, which effective date shall be at
least five Business Days after the execution and delivery thereof to the
Administrative Agent, (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 and be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto).

                  (b) By executing and delivering an Assignment and Acceptance,
the Lender assignor thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in, or in connection with, this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto; (ii) such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Borrower or the performance or observance by the Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Administrative 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 Administrative Agent to
take such action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to the Administrative Agent by the terms hereof,
together with such powers as are reasonably incidental thereto; and (vii) such
assignee agrees that it will perform in accordance with their terms all of the
obligations which by the terms of this Agreement are required to be performed by
it as a Lender or an Issuing Bank, as the case may be.

                  (c) The Administrative Agent shall maintain at its address
referred to in Section 8.02 a copy of each Assignment and Acceptance delivered
to and accepted by it and a register for the recordation of the names and
addresses of each of the Lenders and the Commitments of, and principal amount of
the Advances owing to, each Lender from time to time (the "Register"). The
entries in the Register shall be conclusive and binding for all purposes, absent
manifest error, and the Borrower, the Administrative Agent and the Lenders shall
treat each Person whose name is recorded in the Register as a Lender hereunder
for all purposes of


                                       49
<PAGE>

this Agreement. The Register shall be available for inspection by the Borrower
or any Lender at any reasonable time and from time to time upon reasonable prior
notice.

                  (d) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an assignee representing that it is an Eligible
Assignee the Administrative Agent shall, if such Assignment and Acceptance has
been completed and is in substantially the form of Exhibit C hereto, (i) accept
such Assignment and Acceptance, (ii) record the information contained therein in
the Register and (iii) give prompt notice thereof to the Borrower. Within five
Business Days after its receipt of such notice, the Borrower shall execute and
deliver to the Administrative Agent in exchange for the surrendered Note or
Notes a new Note to the order of such Eligible Assignee in an amount equal to
the Revolving Credit Commitment assumed by it pursuant to such Assignment and
Acceptance and, if the assigning Lender has retained a Revolving Credit
Commitment hereunder, a new Note to the order of the assigning Lender in an
amount equal to the Revolving Credit Commitment retained by it hereunder. Such
new Note or Notes shall be in an aggregate principal amount equal to the
aggregate principal amount of such surrendered Note or Notes, shall be dated the
effective date of such Assignment and Acceptance and shall otherwise be in
substantially the form of Exhibit A hereto.

                  (e) Each Lender may sell participations to one or more banks
or other entities in or to all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its Revolving
Credit Commitment, the Advances owing to it and the Note or Notes held by it);
provided, however, that (i) such Lender's obligations under this Agreement
(including, without limitation, its Revolving Credit Commitment to the Borrower
hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender shall remain the holder of any such Note or Notes for all
purposes of this Agreement, (iv) the Borrower, the Administrative Agent and the
other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement, and
(v) no participant under any such participation shall have any right to approve
any amendment or waiver of any provision of this Agreement or any Note, or any
consent to any departure by the Borrower therefrom, except to the extent that
such amendment, waiver or consent would reduce the principal of, or interest on,
the Notes or any fees or other amounts payable hereunder, in each case to the
extent subject to such participation, or postpone any date fixed for any payment
of principal of, or interest on, the Notes or any fees or other amounts payable
hereunder, in each case to the extent subject to such participation. If the
Administrative Agent or such Lender shall request the written consent of such
participant to any of the actions set forth in this paragraph (e), and shall not
receive either the consent thereto or denial thereof in writing within five
Business Days of making such request, such participant shall be deemed to have
given its consent.

                  (f) Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
8.07, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower furnished to such Lender
by or on behalf of the Borrower; provided that, prior to any such disclosure,
the assignee or participant or proposed assignee or participant shall agree to
preserve the confidentiality of any confidential information relating to the
Borrower received by it from such Lender by executing and delivering to the
Administrative Agent in the case of an assignment, and to such Lender in the
case of a participation, a letter in substantially the form of Exhibit D hereto.

                                       50
<PAGE>

                  (g) Each Issuing Bank may assign to an Eligible Assignee its
rights and obligations or any portion of the undrawn Letter of Credit Commitment
at any time; provided, however, that (i) the amount of the Letter of Credit
Commitment of the assigning Issuing Bank being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $1,000,000 or an
integral multiple of $1,000,000 in excess thereof, and (ii) the parties to each
such assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with a processing and recordation fee of $3,500.

                  (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 the Notes held by it) in favor of any Federal Reserve
Bank in accordance with Regulation A of the Board of Governors of the Federal
Reserve System.

         Section 8.08 Acknowledgements. The Borrower hereby acknowledges that:
(a) it has been advised by counsel in the negotiation, execution and delivery of
this Agreement and the other Loan Documents; (b) neither the Administrative
Agent nor any Lender has any fiduciary relationship with or fiduciary duty to
the Borrower arising out of or in connection with this Agreement or any of the
other Loan Documents, and the relationship between the Administrative Agent and
the Lenders, on the one hand, and the Borrower, on the other hand, in connection
herewith or therewith is solely that of debtor and creditor; and (c) no joint
venture is created hereby or by the other Loan Documents or otherwise exists by
virtue of the transactions contemplated hereby among the Lenders or among the
Borrower and the Lenders or between the Borrower and the Administrative Agent.

         Section 8.09 Consent to Jurisdiction. (a) The Borrower hereby
irrevocably submits to the jurisdiction of any New York State or Federal court
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, and the Borrower
hereby irrevocably agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or in such Federal
court. The Borrower hereby irrevocably waives, to the fullest extent that it may
effectively do so, the defense of an inconvenient forum to the maintenance of
any such action or proceeding. The Borrower irrevocably consents to the service
of any and all process in any such action or proceeding by the mailing of copies
of such process to the Borrower at its address specified in Section 8.02. The
Borrower 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.

                  (b) Nothing in this Section 8.09 shall affect the right of the
Administrative Agent or any Lender to serve legal process in any other manner
permitted by law or affect the right of the Administrative Agent or any Lender
to bring any action or proceeding against the Borrower or its property in the
courts of any other jurisdictions including the Federal and State courts sitting
in the State of Illinois.

                                       51
<PAGE>

         Section 8.10 GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.

         Section 8.11 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 this Agreement by telecopier shall be
effective as delivery of a manually executed counterpart.

         Section 8.12 No Liability of the Issuing Banks. The Borrower assumes
all risks of the acts or omissions of any beneficiary or transferee of any
Letter of Credit with respect to its use of such Letter of Credit. Neither an
Issuing Bank nor any of its officers or directors shall be liable or responsible
for: (a) the use that may be made of any Letter of Credit or any acts or
omissions of any beneficiary or transferee in connection therewith; (b) the
validity, sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by such Issuing Bank
against presentation of documents that do not comply with the terms of a Letter
of Credit, including failure of any documents to bear any reference or adequate
reference to the Letter of Credit; or (d) any other circumstances whatsoever in
making or failing to make payment under any Letter of Credit, except that the
Borrower shall have a claim against such Issuing Bank, and such Issuing Bank
shall be liable to the Borrower, to the extent of any direct, but not
consequential, damages suffered by the Borrower that the Borrower proves were
caused by (i) such Issuing Bank's willful misconduct or gross negligence as
determined in a final, non-appealable judgment by a court of competent
jurisdiction in determining whether documents presented under any Letter of
Credit comply with the terms of such Letter of Credit or (ii) such Issuing
Bank's willful failure to make lawful payment under a Letter of Credit after the
presentation to it of a draft and certificates strictly complying with the terms
and conditions of the Letter of Credit. In furtherance and not in limitation of
the foregoing, such Issuing Bank may accept documents that appear on their face
to be in order, without responsibility for further investigation, regardless of
any notice or information to the contrary.

         Section 8.13 Waiver of Jury Trial. Each of the Borrower, the
Administrative 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, the
other Loan Documents or the actions of the Administrative Agent, the Arranger or
any Lender in the negotiation, administration, performance or enforcement
thereof.


                                       52
<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.

                                  CORN PRODUCTS INTERNATIONAL, INC., as
                                  Borrower

                                  By /s/ Cheryl K. Beebe
                                     ----------------------------------
                                     Title: VP Finance & Treasurer

                                  By /s/ Kimberly A. Hunter
                                     ----------------------------------
                                     Title: Director


                                  SUNTRUST BANK
                                  as Administrative Agent

                                  By /s/ Gregory L. Cannon
                                     ----------------------------------
                                     Title: Gregory L. Cannon, Director




              [SIGNATURE PAGE TO 3-YEAR REVOLVING CREDIT AGREEMENT]
<PAGE>


                              Initial Issuing Banks

Letter of Credit Commitment

$5,000,000                             SunTrust Bank, as Issuing Bank

                                       By /s/ Gregory L. Cannon
                                       ----------------------------------
                                       Title: Gregory L. Cannon, Director

$5,000,000        Total of the Letter of Credit Commitments



              [SIGNATURE PAGE TO 3-YEAR REVOLVING CREDIT AGREEMENT]
<PAGE>


Commitments                   Banks

$50,000,000 (40.00%)          SUNTRUST BANK

                              By /s/ Gregory L. Cannon
                              ----------------------------------
                              Title: Gregory L. Cannon, Director



              [SIGNATURE PAGE TO 3-YEAR REVOLVING CREDIT AGREEMENT]

<PAGE>


$25,000,000 (20.00%)          ING CAPITAL, LLC

                              By /s/ Bill Redmond
                                 --------------------------------
                              Title: William B. Redmond, Director



              [SIGNATURE PAGE TO 3-YEAR REVOLVING CREDIT AGREEMENT]
<PAGE>


$25,000,000 (20.00%)                  HARRIS TRUST AND SAVINGS BANK

                                      By /s/ Jennifer Wendrow
                                         --------------------------
                                      Title: Vice President


              [SIGNATURE PAGE TO 3-YEAR REVOLVING CREDIT AGREEMENT]

<PAGE>


$15,000,000 (12.00%)                  THE BANK OF NEW YORK

                                      By /s/ Mark O'Connor
                                         ---------------------------------
                                      Title: Mark O'Connor, Vice President


              [SIGNATURE PAGE TO 3-YEAR REVOLVING CREDIT AGREEMENT]
<PAGE>


$10,000,000 (8.00%)                        COMERICA BANK

                                           By /s/ Lisa Davidson McKinnon
                                              --------------------------
                                           Title: Vice President



$125,000,000 Total of the Commitments



             [SIGNATURE PAGE TO 3-YEAR REVOLVING CREDIT AGREEMENT]

<PAGE>


                                                           EXECUTION COUNTERPART





                                U.S. $125,000,000

                        3-YEAR REVOLVING CREDIT AGREEMENT

                          Dated as of October 15, 2002

                                      Among

                        CORN PRODUCTS INTERNATIONAL, INC.

                                  as Borrower,

                            THE LENDERS NAMED HEREIN

                                   as Lenders,

                                  SUNTRUST BANK

                            as Administrative Agent,

                         SUNTRUST CAPITAL MARKETS, INC.

                                  as Arranger,

                          HARRIS BANK AND SAVINGS BANK

                              as Syndication Agent,

                                       and

                                ING CAPITAL, LLC,

                             as Documentation Agent



                                      -60-
<PAGE>


                                TABLE OF CONTENTS

                                                                           Page

         Schedule I        List of Applicable Lending Offices

         Schedule 5.02(a)  Existing Liens

Exhibit A         Form of Note
Exhibit B         Form of Notice of Borrowing
Exhibit C         Form of Assignment and Acceptance
Exhibit D         Form of Confidentiality Agreement
Exhibit E-1       Form of Opinion of In-House Counsel for the Borrower
Exhibit E-2       Form of Opinion of Outside Counsel for the Borrower
Exhibit F         Form of Continuation/Conversion