<PAGE>

                                                                    Exhibit 10.1

                        FIVE-YEAR COMPETITIVE ADVANCE AND
                       REVOLVING CREDIT FACILITY AGREEMENT

                          Dated as of November 10, 2005

                                      among

                              ITT INDUSTRIES, INC.

                            THE LENDERS NAMED HEREIN

                           JPMORGAN CHASE BANK, N.A.,

                             as Administrative Agent

                                       and

                        DEUTSCHE BANK SECURITIES INC. and

                             CITICORP USA, INC. and

               THE BANK OF TOKYO-MITSUBISHI LTD., NEW YORK BRANCH,

                              as Syndication Agents

                                       and

                                SOCIETE GENERALE,

                             as Documentation Agent

                                   ----------

               J.P. MORGAN SECURITIES INC., as Sole Lead Arranger

<PAGE>

                                 TABLE OF CONTENTS

<TABLE>
<S>             <C>                                                           <C>
                                     ARTICLE I

                                    DEFINITIONS

SECTION 1.01.   Defined Terms..............................................    1
SECTION 1.02.   Terms Generally............................................   15
SECTION 1.03.   Accounting Terms; GAAP.....................................   15

                                   ARTICLE II

                                   THE CREDITS

SECTION 2.01.   Commitments................................................   16
SECTION 2.02.   Loans......................................................   16
SECTION 2.03.   Competitive Bid Procedure..................................   18
SECTION 2.04.   Revolving Borrowing Procedure..............................   20
SECTION 2.05.   Letters of Credit..........................................   20
SECTION 2.06.   Conversion and Continuation of Revolving Loans.............   25
SECTION 2.07.   Fees.......................................................   26
SECTION 2.08.   Repayment of Loans; Evidence of Debt.......................   27
SECTION 2.09.   Interest on Loans..........................................   27
SECTION 2.10.   Default Interest...........................................   28
SECTION 2.11.   Alternate Rate of Interest.................................   28
SECTION 2.12.   Termination, Reduction, Extension and Increase of
                   Commitments.............................................   28
SECTION 2.13.   Prepayment.................................................   30
SECTION 2.14.   Reserve Requirements; Change in Circumstances..............   31
SECTION 2.15.   Change in Legality.........................................   32
SECTION 2.16.   Indemnity..................................................   33
SECTION 2.17.   Pro Rata Treatment.........................................   34
SECTION 2.18.   Sharing of Setoffs.........................................   34
SECTION 2.19.   Payments...................................................   35
SECTION 2.20.   Taxes......................................................   35
SECTION 2.21.   Duty to Mitigate; Assignment of Commitments Under Certain
                   Circumstances...........................................   38

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

SECTION 3.01.   Organization; Powers.......................................   39
SECTION 3.02.   Authorization..............................................   39
SECTION 3.03.   Enforceability.............................................   39
SECTION 3.04.   Governmental Approvals.....................................   40
SECTION 3.05.   Financial Statements.......................................   40
SECTION 3.06.   Litigation; Compliance with Laws...........................   40
</TABLE>


                                       2

<PAGE>

<TABLE>
<S>             <C>                                                           <C>
SECTION 3.07.   Federal Reserve Regulations................................   40
SECTION 3.08.   Investment Company Act; Public Utility Holding Company
                   Act.....................................................   41
SECTION 3.09.   Use of Proceeds............................................   41
SECTION 3.10.   Full Disclosure; No Material Misstatements.................   41
SECTION 3.11.   Taxes......................................................   41
SECTION 3.12.   Employee Pension Benefit Plans.............................   41
SECTION 3.13.   OFAC.......................................................   41

                                   ARTICLE IV

                              CONDITIONS OF LENDING

SECTION 4.01.   All Extensions of Credit...................................   42
SECTION 4.02.   Effective Date.............................................   42
SECTION 4.03.   First Borrowing by Each Borrowing Subsidiary...............   43

                                    ARTICLE V

                                    COVENANTS

SECTION 5.01.   Existence..................................................   44
SECTION 5.02.   Business and Properties....................................   44
SECTION 5.03.   Financial Statements, Reports, etc.........................   44
SECTION 5.04.   Insurance..................................................   45
SECTION 5.05.   Obligations and Taxes......................................   45
SECTION 5.06.   Litigation and Other Notices...............................   45
SECTION 5.07.   Maintaining Records; Access to Properties and Inspections..   46
SECTION 5.08.   Use of Proceeds............................................   46
SECTION 5.09.   Consolidations, Mergers, and Sales of Assets...............   46
SECTION 5.10.   Limitations on Liens.......................................   46
SECTION 5.11.   Limitations on Sale and Leaseback Transactions.............   48
SECTION 5.12.   Consolidated EBITDA to Consolidated Interest Expense.......   49

                                   ARTICLE VI

                                EVENTS OF DEFAULT

                                   ARTICLE VII

                                    GUARANTEE

                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT
</TABLE>


                                       3

<PAGE>

<TABLE>
<S>             <C>                                                           <C>
                                   ARTICLE IX

                                  MISCELLANEOUS

SECTION 9.01.   Notices....................................................   55
SECTION 9.02.   Survival of Agreement......................................   56
SECTION 9.03.   Binding Effect.............................................   56
SECTION 9.04.   Successors and Assigns.....................................   56
SECTION 9.05.   Expenses; Indemnity........................................   59
SECTION 9.06.   APPLICABLE LAW.............................................   59
SECTION 9.07.   Waivers; Amendment.........................................   59
SECTION 9.08.   Entire Agreement...........................................   60
SECTION 9.09.   Severability...............................................   60
SECTION 9.10.   Counterparts...............................................   61
SECTION 9.11.   Headings...................................................   61
SECTION 9.12.   Right of Setoff............................................   61
SECTION 9.13.   JURISDICTION; CONSENT TO SERVICE OF PROCESS................   61
SECTION 9.14.   WAIVER OF JURY TRIAL.......................................   62
SECTION 9.15.   Addition of Borrowing Subsidiaries.........................   62
SECTION 9.16.   Conversion of Currencies...................................   63
SECTION 9.17.   USA Patriot Act............................................   63
</TABLE>

                             EXHIBITS AND SCHEDULES

<TABLE>
<S>             <C>
Exhibit A-1     Form of Competitive Bid Request
Exhibit A-2     Form of Notice of Competitive Bid Request
Exhibit A-3     Form of Competitive Bid
Exhibit A-4     Form of Competitive Bid Accept/Reject Letter
Exhibit A-5     Form of Revolving Borrowing Request
Exhibit B       Form of Assignment and Assumption
Exhibit C       Form of Opinion of Counsel for ITT Industries, Inc.
Exhibit D       Form of Borrowing Subsidiary Agreement
Exhibit E       Form of Issuing Bank Agreement
Exhibit F       Form of Note

Schedule 2.01   Commitments
Schedule 5.10   Existing Liens
</TABLE>


                                       4

<PAGE>

                    FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY
               AGREEMENT (as it may be amended, supplemented or otherwise
               modified, the "Agreement") dated as of November 10, 2005, among
               ITT INDUSTRIES, INC., an Indiana corporation (the "Company"),
               each Borrowing Subsidiary party hereto, the lenders listed in
               Schedule 2.01 (together with their successors and permitted
               assigns, the "Lenders"), JPMORGAN CHASE BANK, N.A., a New York
               State banking organization, as administrative agent for the
               Lenders (in such capacity, the "Administrative Agent"), DEUTSCHE
               BANK SECURITIES INC., CITICORP USA, INC. and THE BANK OF
               TOKYO-MITSUBISHI LTD., NEW YORK BRANCH, as Syndication Agents for
               the Lenders, and SOCIETE GENERALE, as Documentation Agent for the
               Lenders.

          The Lenders have been requested to extend credit to the Borrowers
(such term and each other capitalized term used but not otherwise defined herein
having the meaning assigned to it in Article I) to enable them to borrow on a
standby revolving credit basis on and after the date hereof and at any time and
from time to time prior to the Maturity Date a principal amount not in excess of
$1,250,000,000 at any time outstanding. The Lenders have also been requested to
provide procedures pursuant to which the Borrowers may invite the Lenders to bid
on an uncommitted basis on short-term borrowings by the Borrowers and issuances
of letters of credit for the Borrowers. The proceeds of such borrowings are to
be used for working capital and other general corporate purposes (including,
without limitation, commercial paper backup). The letters of credit shall
support payment obligations incurred in the ordinary course of business by the
Borrowers. The Lenders are willing to extend credit on the terms and subject to
the conditions herein set forth.

          Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

          SECTION 1.01. Defined Terms. As used in this Agreement, the following
terms shall have the meanings specified below:

          "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

          "ABR Loan" shall mean any ABR Revolving Loan.

          "ABR Revolving Borrowing" shall mean a Revolving Borrowing comprised
of ABR Loans.

          "ABR Revolving Loan" shall mean any Revolving Loan bearing interest at
a rate determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II.

<PAGE>

          "Accession Agreement" shall have the meaning assigned to such term in
Section 2.12(e).

          "Administrative Fees" shall have the meaning assigned to such term in
Section 2.07(b).

          "Administrative Questionnaire" shall mean an Administrative
Questionnaire in the form supplied by the Administrative Agent.

          "Affiliate" shall mean, when used with respect to a specified Person,
another Person that directly or indirectly controls or is controlled by or is
under common control with the Person specified.

          "Aggregate Credit Exposure" shall mean the aggregate amount of all the
Lenders' Credit Exposures.

          "Agreement Currency" shall have the meaning assigned to such term in
Section 9.16(b).

          "Alternate Base Rate" shall mean, for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of
(a) the Prime Rate in effect on such day and (b) the Federal Funds Effective
Rate in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate"
shall mean the rate of interest per annum publicly announced from time to time
by the Administrative Agent as its prime rate in effect at its principal office
in New York City; each change in the Prime Rate shall be effective on the date
such change is publicly announced as effective. "Federal Funds Effective Rate"
shall mean, for any day, the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers, as released on the next succeeding Business Day by the
Federal Reserve Bank of New York, or, if such rate is not so released for any
day which is a Business Day, the arithmetic average (rounded upwards to the next
1/100th of 1%), as determined by the Administrative Agent, of the quotations for
the day of such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it. If for any reason
the Administrative Agent shall have determined (which determination shall be
conclusive absent manifest error) that it is unable to ascertain the Federal
Funds Effective Rate for any reason, including the inability or failure of the
Administrative Agent to obtain sufficient quotations in accordance with the
terms thereof, the Alternate Base Rate shall be determined without regard to
clause (b) of the first sentence of this definition until the circumstances
giving rise to such inability no longer exist. Any change in the Alternate Base
Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall
be effective on the effective date of such change in the Prime Rate or the
Federal Funds Effective Rate, respectively.

          "Applicable Percentage" shall mean on any date, with respect to
Eurocurrency Loans, the Facility Fee or the L/C Participation Fee, as the case
may be, the applicable percentage set forth below under the caption
"Eurocurrency Spread," "Facility Fee Percentage" or "L/C Participation Fee
Percentage," as the case may be, based upon the Ratings in effect on such date
and, in the case of Eurocurrency Loans, the Utilization on such date:


                                       2

<PAGE>

<TABLE>
<CAPTION>
                              EUROCURRENCY SPREAD
                                 (UTILIZATION <     EUROCURRENCY SPREAD   FACILITY FEE   L/C PARTICIPATION
                                   or = 50%)        (UTILIZATION > 50%)    PERCENTAGE      FEE PERCENTAGE
                              -------------------   -------------------   ------------   -----------------
<S>                           <C>                   <C>                   <C>            <C>
CATEGORY 1
A2 OR HIGHER BY MOODY'S;             .190%                 .290%              .060%            .290%
A OR HIGHER BY S & P;
A OR HIGHER BY FITCH

CATEGORY 2
A3 BY MOODY'S;                       .230%                 .330%              .070%            .330%
A- BY S & P;
A- BY FITCH

CATEGORY 3
BAA1 BY MOODY'S;                     .270%                 .370%              .080%            .370%
BBB+ BY S & P;
BBB+ BY FITCH

CATEGORY 4
BAA2 BY MOODY'S;                     .400%                 .500%              .100%            .500%
BBB BY S & P;
BBB BY FITCH

CATEGORY 5
BAA3 BY MOODY'S;                     .525%                 .625%              .125%            .625%
BBB- BY S & P;
BBB- BY FITCH

CATEGORY 6
LOWER THAN BAA3 BY MOODY'S;          .700%                 .800%              .200%            .800%
LOWER THAN BBB- BY S & P;
LOWER THAN BBB- BY FITCH
</TABLE>

For purposes of the foregoing: (i) in the case of split Ratings from S&P,
Moody's and Fitch, the applicable Category shall be the highest Category
achieved or exceeded by at least two of the three Ratings, (ii) if any Rating
Agency shall not have a Rating in effect, such Rating Agency shall be deemed to
have a Rating in Category 6, and (iii) if any Rating shall be changed (other
than as a result of a change in the rating system of the applicable Rating
Agency), such change shall be effective as of the date on which it is first
announced by the Rating Agency making such change. Each change in the Applicable
Percentage shall apply to all outstanding Eurocurrency Loans and to L/C
Participation Fees and Facility Fees accruing during the period commencing on
the effective date of such change and ending on the date immediately preceding
the effective date of the next such change. If the rating system of any Rating
Agency shall change, the parties hereto shall negotiate in good faith to amend
the references to specific ratings in this definition to reflect such changed
rating system. If one of the Rating Agencies shall merge with or into or be
acquired by another Rating Agency, or shall otherwise cease to be in the
business of rating corporate debt obligations, then the applicable Category
shall be that corresponding to the higher of the two Ratings or, if the Ratings
differ by more than one Category, the Category one level above that
corresponding to the lower of the two Ratings.


                                       3

<PAGE>

          "Applicable Share" of any Lender at any time shall mean the percentage
of the Total Commitment represented by such Lender's Commitment. If the
Commitments shall be terminated pursuant to Article VI, the Applicable Shares of
the Lenders shall, subject only to assignments pursuant to Section 9.04, be
based upon the Commitments in effect immediately prior to such termination.

          "Assignment and Assumption" shall mean an Assignment and Assumption
entered into by a Lender and an assignee in the form of Exhibit B.

          "Board" shall mean the Board of Governors of the Federal Reserve
System of the United States.

          "Board of Directors" shall mean the Board of Directors of a Borrower
or any duly authorized committee thereof.

          "Borrower" shall mean the Company or any Borrowing Subsidiary.

          "Borrowing" shall mean a group of Loans of a single Type made by the
Lenders (or, in the case of a Competitive Borrowing, by the Lender or Lenders
whose Competitive Bids have been accepted pursuant to Section 2.03) on a single
date and as to which a single Interest Period is in effect.

          "Borrowing Date" shall mean any date on which a Borrowing is made or a
Letter of Credit issued hereunder.

          "Borrowing Subsidiary" shall mean any Subsidiary which shall have
executed and delivered to the Administrative Agent for distribution to each
Lender a Borrowing Subsidiary Agreement.

          "Borrowing Subsidiary Agreement" shall mean an agreement, in the form
of Exhibit D hereto, duly executed by the Company and a Subsidiary.

          "Business Day" shall mean any day (other than a day which is a
Saturday, Sunday or legal holiday in the State of New York) on which banks are
open for business in New York City; provided, however, that, when used in
connection with a Eurocurrency Loan, the term "Business Day" shall also exclude
any day on which banks are not open for dealings in deposits in the applicable
currency in the London interbank market, and, when used in connection with
determining any date on which any amount is to be paid or made available in a
Non-US Currency, the term "Business Day" shall also exclude any day on which
commercial banks and foreign exchange markets are not open for business in the
principal financial center in the country of such Non-US Currency.

          "Capitalized Lease-Back Obligation" shall mean with respect to a
Principal Property, at any date as of which the same is to be determined, the
total net rental obligations of the Company or a Restricted Subsidiary under a
lease of such Principal Property, entered into as part of an arrangement to
which the provisions of Section 5.11 are applicable (or would have been
applicable had such Restricted Subsidiary been a Restricted Subsidiary at the
time it entered into such lease), discounted to the date of computation at the
rate of interest per annum implicit in the lease (determined in accordance with
GAAP). The amount of the net rental obligation for any


                                       4

<PAGE>

calendar year under any lease shall be the sum of the rental and other payments
required to be paid in such calendar year by the lessee thereunder, not
including, however, any amounts required to be paid by such lessee (whether or
not therein designated as rental or additional rental) on account of maintenance
and repairs, insurance, taxes, assessments, water rates and similar charges.

          A "Change in Control" shall be deemed to have occurred if (a) any
Person or group of Persons shall have acquired beneficial ownership of more than
30% of the outstanding Voting Shares of the Company (within the meaning of
Section 13(d) or 14(d) of the Exchange Act and the applicable rules and
regulations thereunder), or (b) during any period of 12 consecutive months,
commencing after the Effective Date, individuals who on the first day of such
period were directors of the Company (together with any replacement or
additional directors who were nominated or elected by a majority of directors
then in office) cease to constitute a majority of the Board of Directors of the
Company.

          "Code" shall mean the Internal Revenue Code of 1986, as the same may
be amended from time to time.

          "Commitment" shall mean, with respect to each Lender, the commitment
of such Lender hereunder as set forth as of the Effective Date in Schedule 2.01
under the heading "Commitment" or in an Assignment and Assumption delivered by
such Lender under Section 9.04 as such Lender's Commitment may be permanently
terminated or reduced from time to time pursuant to Section 2.12 or pursuant to
one or more assignments under Section 9.04. The Commitment of each Lender shall
automatically and permanently terminate on the Maturity Date if not terminated
earlier pursuant to the terms hereof.

          "Competitive Bid" shall mean an offer by a Lender to make a
Competitive Loan pursuant to Section 2.03.

          "Competitive Bid Accept/Reject Letter" shall mean a notification made
by a Borrower pursuant to Section 2.03(d) in the form of Exhibit A-4.

          "Competitive Bid Rate" shall mean, as to any Competitive Bid, (i) in
the case of a Eurocurrency Loan, the Margin, and (ii) in the case of a Fixed
Rate Loan, the fixed rate of interest offered by the Lender making such
Competitive Bid.

          "Competitive Bid Request" shall mean a request made pursuant to
Section 2.03(a) in the form of Exhibit A-1.

          "Competitive Borrowing" shall mean a Borrowing consisting of a
Competitive Loan or concurrent Competitive Loans from the Lender or Lenders
whose Competitive Bids for such Borrowing have been accepted under the bidding
procedure described in Section 2.03.

          "Competitive Loan" shall mean a Loan made pursuant to the bidding
procedure described in Section 2.03. Each Competitive Loan shall be a
Eurocurrency Competitive Loan or a Fixed Rate Loan and will be denominated in
either Dollars or a Non-US Currency.


                                       5

<PAGE>

          "Competitive Loan Exposure" shall mean, with respect to any Lender at
any time, the sum of (a) the aggregate principal amount of all outstanding
Competitive Loans denominated in Dollars made by such Lender and (b) the sum of
the Dollar Equivalents of the principal amounts of all outstanding Competitive
Loans denominated in Non-US Currencies made by such Lender, determined on the
basis of the applicable Exchange Rates in effect on the respective dates of the
Competitive Bid Requests pursuant to which such Competitive Loans were made.

          "Consenting Lender" shall have the meaning assigned to such term in
Section 2.12(d).

          "Consolidated EBITDA" shall mean, for any period, (a) Consolidated Net
Income for such period, plus (b) provisions for taxes based on income during
such period, plus (c) Consolidated Interest Expense for such period, plus (d)
total depreciation expense for such period, plus (e) total amortization expense
for such period, plus (f) restructuring charges recorded during such period
minus (g) cash expenditures during such period that are applied against
restructuring charges recorded during such period or any prior period, all of
the foregoing as determined on a consolidated basis for the Company and the
Subsidiaries in accordance with GAAP; provided that there shall be excluded from
such calculation the net gains or losses associated with the sale of any asset
not in the ordinary course of business.

          "Consolidated Interest Expense" shall mean, for any period, the gross
interest expense of the Company and the Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP.

          "Consolidated Net Income" shall mean, for any period, net income or
loss of the Company and the Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP.

          "Consolidated Net Tangible Assets" shall mean the total of all assets
appearing on a consolidated balance sheet of the Company and its Restricted
Subsidiaries, prepared in accordance with GAAP (and as of a date not more than
90 days prior to the date as of which Consolidated Net Tangible Assets are to be
determined), less the sum of the following items as shown on said consolidated
balance sheet:

          (i) the book amount of all segregated intangible assets, including
     such items as good will, trademarks, trademark rights, trade names, trade
     name rights, copyrights, patents, patent rights and licenses and
     unamortized debt discount and expense less unamortized debt premium;

          (ii) all depreciation, valuation and other reserves;

          (iii) current liabilities;

          (iv) any minority interest in the shares of stock (other than
     Preferred Stock) and surplus of Restricted Subsidiaries of the Company;

          (v) the investment of the Company and its Restricted Subsidiaries in
     any Unrestricted Subsidiary of the Company;


                                       6

<PAGE>

          (vi) the total indebtedness of the Company and its Restricted
     Subsidiaries incurred in any manner to finance or recover the cost to the
     Company or any Restricted Subsidiary of any physical property, real or
     personal, which prior to or simultaneously with the creation of such
     indebtedness shall have been leased by the Company or a Restricted
     Subsidiary to the United States of America or a department or agency
     thereof at an aggregate rental, payable during that portion of the initial
     term of such lease (without giving effect to any options of renewal or
     extension) which shall be unexpired at the date of the creation of such
     indebtedness, sufficient (taken together with any amounts required to be
     paid by the lessee to the lessor upon any termination of such lease) to pay
     in full at the stated maturity date or dates thereof the principal of and
     the interest on such indebtedness;

          (vii) deferred income and deferred liabilities; and

          (viii) other items deductible under GAAP.

          "Credit Exposure" shall mean, with respect to any Lender at any time,
the Dollar Equivalent of the aggregate principal amount at such time of all
outstanding Loans of such Lender, plus the aggregate amount at such time of such
Lender's L/C Exposure.

          "Declining Lender" shall have the meaning assigned to such term in
Section 2.12(d).

          "Default" shall mean any event or condition which upon notice, lapse
of time or both would constitute an Event of Default.

          "Dollar Equivalent" shall mean, on any date of determination, with
respect to any amount in any Non-US Currency, the equivalent in Dollars of such
amount, determined using the Exchange Rate with respect to such Non-US Currency
on such date.

          "Dollars" or "$" shall mean lawful money of the United States of
America.

          "Effective Date" shall mean the first date on or after November 10,
2005, on which the conditions set forth in Section 4.02 are satisfied.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as the same may be amended from time to time.

          "ERISA Affiliate" shall mean any trade or business (whether or not
incorporated) that, together with the Company, is treated as a single employer
under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

          "ERISA Event" shall mean (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to a
Plan; (b) the adoption of any amendment to a Plan that would require the
provision of security pursuant to Section 401(a)(29) of the Code or Section 307
of ERISA; (c) the existence


                                       7

<PAGE>

with respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (d) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (e) the incurrence of any liability under Title IV of ERISA with respect
to the termination of any Plan or the withdrawal or partial withdrawal of the
Company or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (f)
the receipt by the Company or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to the intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (g) the receipt by the
Company or any ERISA Affiliate of any notice that Withdrawal Liability is being
imposed or a determination that a Multiemployer Plan is, or is expected to be,
insolvent or in reorganization, within the meaning of Title IV of ERISA; and (h)
the occurrence of a "prohibited transaction" with respect to which the Company
or any of its Subsidiaries is a "disqualified person" (within the meaning of
Section 4975) of the Code, or with respect to which the Company or any such
Subsidiary could otherwise be liable.

          "Eurocurrency Borrowing" shall mean a Borrowing comprised of
Eurocurrency Loans.

          "Eurocurrency Competitive Borrowing" shall mean a Competitive
Borrowing comprised of Eurocurrency Loans.

          "Eurocurrency Competitive Loan" shall mean any Competitive Loan
bearing interest at a rate determined by reference to the LIBO Rate in
accordance with the provisions of Article II.

          "Eurocurrency Loan" shall mean any Eurocurrency Competitive Loan or
Eurocurrency Revolving Loan.

          "Eurocurrency Revolving Borrowing" shall mean a Revolving Borrowing
comprised of Eurocurrency Loans.

          "Eurocurrency Revolving Loan" shall mean any Revolving Loan bearing
interest at a rate determined by reference to the LIBO Rate in accordance with
the provisions of Article II.

          "Event of Default" shall have the meaning assigned to such term in
Article VI.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

          "Exchange Rate" shall mean, with respect to any Non-US Currency on a
particular date, the rate at which such Non-US Currency may be exchanged into
Dollars, as set forth on such date on the applicable Reuters currency page. In
the event that such rate does not appear on any Reuters currency page, the
Exchange Rate with respect to such Non-US Currency shall be determined by
reference to such other publicly available service for displaying exchange rates
as may be agreed upon by the Administrative Agent and the Company or, in the
absence of such agreement, such Exchange Rate shall instead be the
Administrative Agent's spot rate of exchange in the London interbank market at
or


                                       8

<PAGE>

about 10:00 a.m., London time, on such date for the purchase of Dollars with
such Non-US Currency, for delivery two Business Days later; provided, however,
that if at the time of any such determination, for any reason, no such spot rate
is being quoted, the Administrative Agent may use any reasonable method it deems
applicable to determine such rate, and such determination shall be conclusive
absent manifest error.

          "Existing Credit Agreement" shall mean the Five-Year Competitive
Advance and Revolving Credit Facility Agreement dated as of November 10, 2000,
among the Company, certain lenders and JPMorgan Chase Bank, N.A. (formerly known
as The Chase Manhattan Bank), as Administrative Agent.

          "Existing Maturity Date" shall have the meaning assigned to such term
in Section 2.12(d).

          "Facility Fee" shall have the meaning assigned to such term in Section
2.07(a).

          "Fair Value", when used with respect to property, shall mean the fair
value as determined in good faith by the board of directors of the Company.

          "Fees" shall mean the Facility Fee, the Administrative Fees, the L/C
Participation Fees and the Issuing Bank Fees.

          "Financial Officer" of any corporation shall mean the chief financial
officer, principal accounting officer, controller, assistant controller,
treasurer, associate or assistant treasurer or director of treasury services of
such corporation.

          "Fitch" shall mean Fitch Ratings, a wholly owned subsidiary of
Fimilac, S.A, or any of its successors.

          "Fixed Rate Borrowing" shall mean a Borrowing comprised of Fixed Rate
Loans.

          "Fixed Rate Loan" shall mean any Competitive Loan bearing interest at
a fixed percentage rate per annum (the "Fixed Rate") (expressed in the form of a
decimal to no more than four decimal places) specified by the Lender making such
Loan in its Competitive Bid.

          "GAAP" shall mean generally accepted accounting principles, applied on
a consistent basis.

          "Governmental Authority" shall mean any Federal, state, local or
foreign court or governmental agency, authority, instrumentality or regulatory
body.

          "Guaranteed Obligations" shall mean the principal of and interest on
the Loans made to, and all other obligations, monetary or otherwise (including
fee and reimbursement obligations in respect of Letters of Credit) of, the
Borrowing Subsidiaries under any Loan Document.


                                       9

<PAGE>

          "Increasing Lender" shall have the meaning assigned to such term in
Section 2.12(e).

          "Indebtedness" of any Person shall mean all indebtedness representing
money borrowed or the deferred purchase price of property (other than trade
accounts payable) or any capitalized lease obligation, which in any case is
created, assumed, incurred or guaranteed in any manner by such corporation or
for which such corporation is responsible or liable (whether by agreement to
purchase indebtedness of, or to supply funds to or invest in, others or
otherwise). For the avoidance of doubt, the term Indebtedness shall not include
obligations under any swap or hedging agreements entered into by any Person.

          "Interest Payment Date" shall mean (a) with respect to any Loan, the
last day of each Interest Period applicable thereto, and (b) with respect to a
Eurocurrency Loan with an Interest Period of more than three months' duration or
a Fixed Rate Loan with an Interest Period of more than 90 days' duration, each
day that would have been an Interest Payment Date for such Loan had successive
Interest Periods of three months' duration or 90 days' duration, as the case may
be, been applicable to such Loan and, in addition, the date of any prepayment of
each Loan or conversion of such Loan to a Loan of a different Type.

          "Interest Period" shall mean (a) as to any Eurocurrency Borrowing, the
period commencing on the date of such Borrowing or on the last day of the
immediately preceding Interest Period applicable to such Borrowing, as the case
may be, and ending on the numerically corresponding day (or, if there is no
numerically corresponding day, on the last day) in the calendar month that is 1,
2, 3 or 6 months thereafter, as the Borrower may elect, (b) as to any ABR
Borrowing, the period commencing on the date of such Borrowing or on the last
day of the immediately preceding Interest Period applicable to such Borrowing,
as the case may be, and ending on the earliest of (i) the next succeeding March
31, June 30, September 30 or December 31, (ii) the Maturity Date, and (iii) the
date such Borrowing is converted to a Borrowing of a different Type in
accordance with Section 2.06 or repaid or prepaid in accordance with Section
2.08 or Section 2.13, and (c) as to any Fixed Rate Borrowing, the period
commencing on the date of such Borrowing and ending on the date specified in the
Competitive Bids in which the offers to make the Fixed Rate Loans comprising
such Borrowing were extended, which shall not be earlier than seven days after
the date of such Borrowing or later than 360 days after the date of such
Borrowing; provided, however, that if any Interest Period would end on a day
other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless, in the case of Eurocurrency Loans only, such
next succeeding Business Day would fall in the next calendar month, in which
case such Interest Period shall end on the next preceding Business Day. Interest
shall accrue from and including the first day of an Interest Period to but
excluding the last day of such Interest Period.

          "Issuing Bank" shall mean the Administrative Agent and any other
Lender that may become an Issuing Bank pursuant to Section 2.05(i) or 2.05(j).

          "Issuing Bank Agreement" shall mean an agreement in substantially the
form of Exhibit E.


                                       10

<PAGE>

          "Issuing Bank Fees" shall have the meaning assigned to such term in
Section 2.07(c).

          "Judgment Currency" shall have the meaning assigned to such term in
Section 9.16(b).

          "L/C Disbursement" shall mean a payment or disbursement made by an
Issuing Bank pursuant to a Letter of Credit.

          "L/C Exposure" shall mean at any time the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate principal amount of all L/C Disbursements that have not yet been
reimbursed at such time. The L/C Exposure of any Lender at any time shall mean
its Applicable Share of the aggregate L/C Exposure at such time.

          "L/C Participation Fee" shall have the meaning assigned to such term
in Section 2.07(c).

          "Letter of Credit" shall mean any letter of credit issued pursuant to
Section 2.05.

          "LIBO Rate" shall mean, with respect to any Eurocurrency Borrowing for
any Interest Period, the rate appearing on Page 3750 of the Telerate Service (or
on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurocurrency Borrowing for such Interest Period shall be the rate at which
dollar deposits of $5,000,000 and for a maturity comparable to such Interest
Period are offered by the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

          "Lien" shall mean, with respect to any property or asset, any
mortgage, deed of trust, lien, pledge, security interest, charge or other
encumbrance on, of, or in such property or asset.

          "Loan" shall mean a Competitive Loan or a Revolving Loan, whether made
as a Eurocurrency Loan, an ABR Loan or a Fixed Rate Loan, as permitted hereby.

          "Loan Documents" shall mean this Agreement, the Letters of Credit, the
Borrowing Subsidiary Agreements, any Issuing Bank Agreements, and promissory
notes, if any, issued pursuant to Section 9.04(i).

          "Margin" shall mean, as to any Eurocurrency Competitive Loan, the
margin (expressed as a percentage rate per annum in the form of a decimal to no
more


                                       11

<PAGE>

than four decimal places) to be added to or subtracted from the LIBO Rate in
order to determine the interest rate applicable to such Loan, as specified in
the Competitive Bid relating to such Loan.

          "Margin Regulations" shall mean Regulations T, U and X of the Board as
from time to time in effect, and all official rulings and interpretations
thereunder or thereof.

          "Margin Stock" shall have the meaning given such term under Regulation
U of the Board.

          "Material Adverse Effect" shall mean a materially adverse effect on
the business, assets, operations or condition, financial or otherwise, of the
Company and Subsidiaries taken as a whole.

          "Maturity Date" shall mean the fifth anniversary of the date hereof,
as may be extended pursuant to Section 2.12(d).

          "Moody's" shall mean Moody's Investors Service, Inc. or any of its
successors.

          "Multiemployer Plan" shall mean a multiemployer plan as defined in
Section 4001(a)(3) of ERISA to which the Company or any ERISA Affiliate (other
than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of
Code Section 414) 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.

          "Non-US Currency" shall mean any currency other than Dollars that is
freely transferable and convertible into Dollars in the London market and as to
which an Exchange Rate and LIBO Rates may be determined.

          "Non-US Currency Loan" shall mean any Competitive Loan denominated in
a currency other than Dollars.

          "Notice of Competitive Bid Request" shall mean a notification made
pursuant to Section 2.03(a) in the form of Exhibit A-2.

          "Participant" shall have the meaning assigned to such term in Section
9.04(f).

          "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to
and defined in ERISA.

          "Person" shall mean any natural person, corporation, limited liability
company, business trust, joint venture, association, company, partnership or
government, or any agency or political subdivision thereof.

          "Plan" shall mean any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 307 of ERISA, and in respect of which any Borrower or
any ERISA


                                       12

<PAGE>

Affiliate is (or, if such plans were terminated, would under Section 4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

          "Preferred Stock" shall mean any capital stock entitled by its terms
to a preference (a) as to dividends or (b) upon a distribution of assets.

          "Principal Property" shall mean any single manufacturing or processing
facility owned by the Company or any Restricted Subsidiary having a gross book
value in excess of the greater of (i) 5% of Consolidated Net Tangible Assets and
(ii) $40,000,000, except any such facility or portion thereof which the board of
directors of the Company by resolution declares is not of material importance to
the total business conducted by the Company and its Restricted Subsidiaries as
an entirety.

          "Rating Agencies" shall mean Moody's, S&P and Fitch.

          "Ratings" shall mean the ratings from time to time established by the
Rating Agencies for senior, unsecured, non-credit-enhanced long-term debt of the
Company.

          "Register" shall have the meaning given such term in Section 9.04(d).

          "Regulation D" shall mean Regulation D of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

          "Reportable Event" shall mean any reportable event as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than a Plan maintained by an ERISA Affiliate that is considered an
ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414).

          "Required Lenders" shall mean, at any time, Lenders having Commitments
representing more than 50% of the Total Commitment or, for purposes of
acceleration pursuant to Article VI, Lenders holding Credit Exposures
representing more than 50% of the Aggregate Credit Exposure.

          "Responsible Officer" of any corporation shall mean any executive
officer or Financial Officer of such corporation and any other officer or
similar official thereof responsible for the administration of the obligations
of such corporation in respect of this Agreement.

          "Restricted Subsidiary" shall mean any Subsidiary other than an
Unrestricted Subsidiary.

          "Revolving Borrowing" shall mean a Borrowing consisting of
simultaneous Revolving Loans from each of the Lenders.

          "Revolving Borrowing Request" shall mean a request made pursuant to
Section 2.04 in the form of Exhibit A-5.


                                       13

<PAGE>

          "Revolving Credit Exposure" shall mean, with respect to any Lender at
any time, the aggregate principal amount at such time of all outstanding
Revolving Loans of such Lender.

          "Revolving Loans" shall mean the revolving loans made pursuant to
Section 2.01 and 2.04. Each Revolving Loan shall be in Dollars and shall be a
Eurocurrency Revolving Loan or an ABR Loan.

          "S&P" shall mean Standard and Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc. or any of its successors.

          "SEC" shall mean the Securities and Exchange Commission.

          "Significant Subsidiary" shall mean, at any time, each Borrower and
each subsidiary accounting for more than 5% of the consolidated revenues of the
Company for the period of four fiscal quarters most recently ended or more than
5% of the consolidated total assets of the Company at the end of such period;
provided that if at any time all Subsidiaries that are not Significant
Subsidiaries shall account for more than 10% of the consolidated revenues of the
Company for the period of four fiscal quarters most recently ended or more than
10% of the consolidated total assets of the Company at the end of such period,
the Company shall designate sufficient Subsidiaries as "Significant
Subsidiaries" to eliminate such excess (or if the Company shall have failed to
designate such Subsidiaries within 10 Business Days, Subsidiaries shall
automatically be deemed designated as Significant Subsidiaries in descending
order based on the amounts of their contributions to consolidated total assets
until such excess shall have been eliminated), and the Subsidiaries so
designated or deemed designated shall for all purposes of this Agreement
constitute Significant Subsidiaries.

          "subsidiary" shall mean, with respect to any Person (the "parent"),
any corporation, association or other business entity of which securities or
other ownership interests representing more than 50% of the ordinary voting
power are, at the time as of which any determination is being made, owned or
controlled by the parent or one or more subsidiaries of the parent or by the
parent and one or more subsidiaries of the parent.

          "Subsidiary" shall mean a subsidiary of the Company.

          "Total Commitment" shall mean, at any time, the aggregate amount of
Commitments of all the Lenders, as in effect at such time.

          "Transactions" shall have the meaning assigned to such term in Section
3.02.

          "Type", when used in respect of any Loan or Borrowing, shall refer to
the Rate by reference to which interest on such Loan or on the Loans comprising
such Borrowing is determined. For purposes hereof, "Rate" shall include the LIBO
Rate, the Alternate Base Rate and the Fixed Rate.

          "Unrestricted Subsidiary" shall mean (a) any Subsidiary which has been
designated an Unrestricted Subsidiary by resolution of the board of directors of
the Company (which resolution has been communicated in a notice delivered by the


                                       14

<PAGE>

Company to the Administrative Agent for distribution to the Lenders) as an
Unrestricted Subsidiary, other than any such Subsidiary as to which such a
designation has been rescinded by resolution of said board of directors and not
thereafter, or after some subsequent such rescission, restored by resolution of
said board, or (b) any Subsidiary 50% or less of the Voting Shares of which is
owned directly by the Company and/or one or more Restricted Subsidiaries. A
Subsidiary may not be designated as (or otherwise permitted to become) an
Unrestricted Subsidiary unless, immediately after such Subsidiary becomes an
Unrestricted Subsidiary, such Subsidiary would not own any capital stock of, or
hold any indebtedness of, any Restricted Subsidiary. A designation as an
Unrestricted Subsidiary may not be rescinded (or an Unrestricted Subsidiary
otherwise permitted to become a Restricted Subsidiary) unless such Subsidiary
(i) is not a party to any lease which it would have been prohibited by this
Agreement from entering into had it been a Restricted Subsidiary at the time it
entered into such lease, unless (x) such Subsidiary had not been a Restricted
Subsidiary prior to its entering into such lease, or (y) the property subject to
such lease shall be owned by the Company and/or one or more Subsidiaries, or (z)
such Subsidiary would not be prohibited by this Agreement from entering into
such lease immediately after it becomes a Restricted Subsidiary, and (ii) does
not have outstanding upon any of its property any mortgage, pledge or other lien
which it would be prohibited by this Agreement from creating, suffering to be
created, or assuming, immediately after it becomes a Restricted Subsidiary.

          "USA Patriot Act" shall have the meaning assigned to such term in
Section 3.13.

          "Voting Shares" shall mean, as to a particular corporation or other
Person, outstanding shares of stock or other equity interests of any class of
such Person entitled to vote in the election of directors, or otherwise to
participate in the direction of the management and policies, of such Person,
excluding shares or interests entitled so to vote or participate only upon the
happening of some contingency.

          SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require.

          SECTION 1.03. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided,
however, that for purposes of determining compliance with any covenant set forth
in Article V, such terms shall be construed in accordance with GAAP as in effect
on the date hereof applied on a basis consistent with the application used in
preparing the Company's audited financial statements referred to in Section
3.05; provided that, if the Borrower notifies the Administrative Agent that the
Borrower requests an amendment to any provision hereof to eliminate the effect
of any change occurring after the date hereof in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent
notifies the Borrower that the Required Lenders request an


                                       15

<PAGE>

amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in
accordance herewith; provided further that GAAP as used herein shall be applied
as in effect immediately prior to FAS 133.

                                   ARTICLE II

                                   THE CREDITS

          SECTION 2.01. Commitments. Subject to the terms and conditions and
relying upon the representations and warranties herein set forth, each Lender
agrees, severally and not jointly, to make Revolving Loans in Dollars to the
Borrowers, at any time and from time to time on and after the date hereof and
until the earlier of the Maturity Date and the termination of the Commitment of
such Lender, in an amount that will not result in (a) the sum of the Revolving
Credit Exposure and the L/C Exposure of such Lender exceeding such Lender's
Commitment or (b) the Aggregate Credit Exposure exceeding the Total Commitment
then in effect. Within the foregoing limits, the Borrowers may borrow, pay or
prepay and reborrow Revolving Loans hereunder, on and after the Effective Date
and prior to the Maturity Date, subject to the terms, conditions and limitations
set forth herein.

          SECTION 2.02. Loans. (a) Each Revolving Loan shall be made as part of
a Borrowing consisting of Revolving Loans made by the Lenders ratably in
accordance with their respective Commitments; provided, however, that the
failure of any Lender to make any Revolving Loan shall not in itself relieve any
other Lender of its obligation to lend hereunder (it being understood, however,
that no Lender shall be responsible for the failure of any other Lender to make
any Loan required to be made by such other Lender). Each Competitive Loan shall
be made in accordance with the procedures set forth in Section 2.03. The Loans
comprising any Borrowing shall be (i) in the case of Competitive Loans, in an
aggregate principal amount which is permitted under Section 2.03, and (ii) in
the case of Revolving Loans, in an aggregate principal amount which is an
integral multiple of $5,000,000 and not less than $20,000,000 (or an aggregate
principal amount equal to the remaining balance of the Commitments).

          (b) Each Competitive Borrowing shall be comprised entirely of
Eurocurrency Competitive Loans or Fixed Rate Loans, and each Revolving Borrowing
shall be comprised entirely of Eurocurrency Revolving Loans or ABR Loans, as the
Borrower may request pursuant to Section 2.03 or 2.04, as applicable. Each
Lender may at its option make any Loan by causing any domestic or foreign
branch, agency or Affiliate of such Lender to make such Loan; provided that any
exercise of such option shall not affect the obligation of the Borrower to repay
such Loan in accordance with the terms of this Agreement and such branch, agency
or Affiliate shall, to the extent of any such loans made by it, have all the
rights of such Lender hereunder. Borrowings of more than one Type may be
outstanding at the same time. For purposes of the foregoing, Loans having
different Interest Periods, regardless of whether they commence on the same
date, shall be considered separate Loans.


                                       16

<PAGE>

          (c) Subject to Section 2.06 and, in the case of any Borrowing
denominated in a Non-US Currency, to any alternative procedures that the
applicable Borrower, the applicable Lenders and the Administrative Agent may
agree upon, each Lender shall make each Loan to be made by it hereunder on the
proposed date thereof by wire transfer of immediately available funds to the
Administrative Agent in New York, New York, not later than 12:00 noon, New York
City time, and the Administrative Agent shall by 2:00 p.m., New York City time,
credit the amounts so received to the account or accounts specified from time to
time in one or more notices delivered by the Company to the Administrative Agent
or, if a Borrowing shall not occur on such date because any condition precedent
herein specified shall not have been met, forthwith return the amounts so
received to the respective Lenders. Competitive Loans shall be made by the
Lender or Lenders whose Competitive Bids therefor are accepted pursuant to
Section 2.03 in the amounts so accepted. Revolving Loans shall be made by the
Lenders pro rata in accordance with their Applicable Shares. Unless the
Administrative Agent shall have received notice from a Lender prior to the date
(or, in the case of ABR Borrowings, on the date) of any Borrowing that such
Lender will not make available to the Administrative Agent such Lender's 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 this paragraph (c) and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount in the required currency. If and to the extent that such
Lender shall not have made such portion available to the Administrative Agent,
such Lender and the Borrower severally agree to repay to the Administrative
Agent forthwith on demand such corresponding amount together with interest
thereon in such currency, 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 Loans comprising such Borrowing and (ii) in the
case of such Lender, a rate determined by the Administrative Agent to represent
its cost of overnight funds. If such Lender shall repay to the Administrative
Agent such corresponding amount, such amount shall constitute such Lender's Loan
as part of such Borrowing for purposes of this Agreement.

          (d) If any Issuing Bank shall not have received from a Borrower the
payment required to be made by Section 2.05(e) within the time period set forth
in Section 2.05(e), such Issuing Bank will promptly notify the Administrative
Agent of the L/C Disbursement and the Administrative Agent will promptly notify
each Lender of such L/C Disbursement and its Applicable Share thereof. Each
Lender shall pay by wire transfer of immediately available funds to the
Administrative Agent not later than 2:00 p.m., New York City time, on such date
(or, if such Lender shall have received such notice later than 12:00 (noon), New
York City time, on any day, not later than 10:00 a.m., New York City time, on
the immediately following Business Day), an amount equal to such Lender's
Applicable Share of such L/C Disbursement plus any interim interest accrued
thereon pursuant to Section 2.05(h) during the two Business Day period referred
to in Section 2.05(e) (it being understood that such amount shall be deemed to
constitute an ABR Loan of such Lender and shall bear interest as provided
herein), and the Administrative Agent will promptly pay to the Issuing Bank any
amounts so received by it from the Lenders. The Administrative Agent will
promptly pay to the Issuing Bank any amounts received by it from the Borrower
pursuant to Section 2.05(e) prior to the time that any Lender makes any payment
pursuant to this paragraph; any such amounts


                                       17

<PAGE>

received by the Administrative Agent thereafter will be promptly remitted by the
Administrative Agent to the Lenders that shall have made such payments and to
the Issuing Bank, as their interests may appear. If any Lender shall not have
made its Applicable Share of such L/C Disbursement available to the
Administrative Agent as provided above, such Lender and the Borrowers severally
agree to pay interest on such amount, for each day from and including the date
such amount is required to be paid in accordance with this paragraph to but
excluding the date such amount is paid, to the Administrative Agent at (i) in
the case of the Borrowers, a rate per annum equal to the interest rate
applicable to Loans pursuant to Section 2.09, and (ii) in the case of such
Lender, for the first such day, the Federal Funds Effective Rate, and for each
day thereafter, the Alternate Base Rate.

          SECTION 2.03. Competitive Bid Procedure. (a) In order to request
Competitive Bids, a Borrower (the "Applicable Borrower") shall hand deliver or
telecopy to the Administrative Agent a duly completed Competitive Bid Request in
the form of Exhibit A-1 hereto, to be received by the Administrative Agent (i)
in the case of a Eurocurrency Competitive Loan, not later than 10:00 a.m., New
York City time, (A) four Business Days before a proposed Competitive Borrowing
in the case of a Competitive Borrowing denominated in Dollars and (B) five
Business Days before a proposed Competitive Borrowing in the case of a
Competitive Borrowing denominated in a Non-US Currency and (ii) in the case of a
Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, (A) one
Business Day before a proposed Competitive Borrowing in the case of a
Competitive Borrowing denominated in Dollars and (B) two Business Days before a
proposed Competitive Borrowing in the case of a Competitive Borrowing
denominated in a Non-US Currency. No ABR Loan shall be requested in, or made
pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not
conform substantially to the format of Exhibit A-1 may be rejected in the
Administrative Agent's sole discretion, and the Administrative Agent shall
promptly notify the Borrower of such rejection by telecopy. Each Competitive Bid
Request shall refer to this Agreement and specify (A) whether the Borrowing then
being requested is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing, (B)
the date of such Borrowing (which shall be a Business Day), (C) the currency of
the requested Borrowing (which shall be Dollars or a Non-US Currency), (D) the
aggregate principal amount of the requested Borrowing (which shall be an
integral multiple of 1,000,000 units of the applicable currency with a Dollar
Equivalent on the date of the applicable Competitive Bid Request of at least
$10,000,000), and (E) the Interest Period with respect thereto (which may not
end after the Maturity Date). Promptly after its receipt of a Competitive Bid
Request that is not rejected as aforesaid, the Administrative Agent shall
telecopy to the Lenders a Notice of Competitive Bid Request inviting the Lenders
to bid, on the terms and conditions of this Agreement, to make Competitive
Loans.

          (b) Each Lender invited to bid may, in its sole discretion, make one
or more Competitive Bids to the Applicable Borrower responsive to such
Borrower's Competitive Bid Request. Each Competitive Bid by a Lender must be
received by the Administrative Agent by telecopy, in the form of Exhibit A-3
hereto, (i) in the case of a Eurocurrency Competitive Loan, not later than 9:30
a.m., New York City time, three Business Days before a proposed Competitive
Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30
a.m., New York City time, on the day of a proposed Competitive Borrowing. A
Lender may submit multiple bids to the Administrative


                                       18

<PAGE>

Agent. Competitive Bids that do not conform substantially to the format of
Exhibit A-3 may be rejected by the Administrative Agent, and the Administrative
Agent shall notify the Lender making such nonconforming bid of such rejection as
soon as practicable. Each Competitive Bid shall refer to this Agreement and
specify (x) the principal amount (which shall be an integral multiple of
1,000,000 units of the applicable currency and which may equal the entire
principal amount of the Competitive Borrowing requested) of the Competitive Loan
or Loans that the Lender is willing to make, (y) the Competitive Bid Rate or
Rates at which the Lender is prepared to make the Competitive Loan or Loans and
(z) the Interest Period and the last day thereof. If any Lender invited to bid
shall elect not to make a Competitive Bid, such Lender shall so notify the
Administrative Agent by telecopy (I) in the case of Eurocurrency Competitive
Loans, not later than 9:30 a.m., New York City time, three Business Days before
a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not
later than 9:30 a.m., New York City time, on the day of a proposed Competitive
Borrowing; provided, however, that failure by any Lender to give such notice
shall not cause such Lender to be obligated to make any Competitive Loan as part
of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant
to this paragraph (b) shall be irrevocable.

          (c) The Administrative Agent shall as promptly as practicable notify
the Borrower, by telecopy, of all the Competitive Bids made, the Competitive Bid
Rate and the principal amount of each Competitive Loan in respect of which a
Competitive Bid was made and the identity of the Lender that made each bid. The
Administrative Agent shall send a copy of all Competitive Bids to the Borrower
for its records as soon as practicable after completion of the bidding process
set forth in this Section 2.03.

          (d) The Borrower may in its sole and absolute discretion, subject only
to the provisions of this paragraph (d), accept or reject any Competitive Bid
referred to in paragraph (c) above. The Borrower shall notify the Administrative
Agent by telephone, confirmed by telecopy in the form of a Competitive Bid
Accept/Reject Letter, whether and to what extent it has decided to accept or
reject any of or all the bids referred to in paragraph (c) above not more than
one hour after it shall have been notified of such bids by the Administrative
Agent pursuant to such paragraph (c); provided, however, that (i) the failure of
the Borrower to give such notice shall be deemed to be a rejection of all the
bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a
bid made at a particular Competitive Bid Rate if it has decided to reject a bid
made at a lower Competitive Bid Rate, (iii) the aggregate amount of the
Competitive Bids accepted by the Borrower shall not exceed the principal amount
specified in the Competitive Bid Request, (iv) if the Borrower shall accept a
bid or bids made at a particular Competitive Bid Rate but the amount of such bid
or bids shall cause the total amount of bids to be accepted to exceed the amount
specified in the Competitive Bid Request, then the Borrower shall accept a
portion of such bid or bids in an amount equal to the amount specified in the
Competitive Bid Request less the amount of all other Competitive Bids accepted
with respect to such Competitive Bid Request, which acceptance, in the case of
multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance
with the amount of each such bid at such Competitive Bid Rate, and (v) except
pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan
unless such Competitive Loan is in an amount that is an integral multiple of
1,000,000 units of the applicable currency, and in calculating the pro rata
allocation of acceptances of portions of multiple bids at a particular
Competitive Bid Rate pursuant to clause (iv) above, the


                                       19

<PAGE>

amounts shall be rounded to integral multiples of 1,000,000 units of the
applicable currency in a manner which shall be in the discretion of the
Borrower. A notice given pursuant to this paragraph (d) shall be irrevocable.

          (e) The Administrative Agent shall promptly notify each bidding Lender
whether or not its Competitive Bid has been accepted (and if so, in what amount
and at what Competitive Bid Rate) by telecopy, and each successful bidder will
thereupon become bound, subject to the other applicable conditions hereof, to
make the Competitive Loan in respect of which its bid has been accepted.

          (f) No Competitive Borrowing shall be requested or made hereunder if
after giving effect thereto (i) the Aggregate Credit Exposure would exceed the
Total Commitment or (ii) in the event the Maturity Date shall have been extended
as provided in Section 2.12(d), the sum of the LC Exposures attributable to
Letters of Credit expiring after any Existing Maturity Date and the Competitive
Loan Exposures attributable to Competitive Loans maturing after such Existing
Maturity Date would exceed the aggregate Commitments that have been extended to
a date after the expiration date of the last of such Letters of Credit and the
maturity of the last of such Competitive Loans.

          (g) If the Administrative Agent shall elect to submit a Competitive
Bid in its capacity as a Lender, it shall submit such bid directly to the
Applicable Borrower one quarter of an hour earlier than the latest time at which
the other Lenders are required to submit their bids to the Administrative Agent
pursuant to paragraph (b) above.

          SECTION 2.04. Revolving Borrowing Procedure. In order to request a
Revolving Borrowing, a Borrower shall hand deliver or telecopy to the
Administrative Agent a duly completed Revolving Borrowing Request in the form of
Exhibit A-5 (i) in the case of a Eurocurrency Revolving Loan, not later than
10:30 a.m., New York City time, three Business Days before such Borrowing, and
(ii) in the case of an ABR Borrowing, not later than 10:30 a.m., New York City
time, on the day of such Borrowing. No Fixed Rate Loan shall be requested or
made pursuant to a Revolving Borrowing Request. Such notice shall be irrevocable
and shall in each case specify (A) whether the Borrowing then being requested is
to be a Eurocurrency Revolving Loan or an ABR Borrowing; (B) the date of such
Revolving Borrowing (which shall be a Business Day) and the amount thereof; and
(C) if such Borrowing is to be a Eurocurrency Revolving Loan, the Interest
Period with respect thereto. If no election as to the Type of Revolving
Borrowing is specified in any such notice, then the requested Revolving
Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any
Eurocurrency Revolving Loan is specified in any such notice, then the Borrower
shall be deemed to have selected an Interest Period of one month's duration.
Notwithstanding any other provision of this Agreement to the contrary, no
Revolving Borrowing shall be requested if the Interest Period with respect
thereto would end after the Maturity Date in effect for any Lender. The
Administrative Agent shall promptly advise each of the Lenders of any notice
given pursuant to this Section 2.04 and of each Lender's portion of the
requested Borrowing.

          SECTION 2.05. Letters of Credit. (a) General. The Borrowers may
request the issuance of Letters of Credit, in a form reasonably acceptable to
the Administrative Agent and the applicable Issuing Bank, appropriately
completed, for the accounts of the Borrowers, at any time and from time to time
while the Commitments


                                       20

<PAGE>

remain in effect. All Letters of Credit shall be denominated in Dollars. This
Section shall not be construed to impose an obligation upon any Issuing Bank to
issue any Letter of Credit that is inconsistent with the terms and conditions of
this Agreement.

          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. In order to request the issuance of a Letter of Credit (or to amend,
renew or extend an existing Letter of Credit), the applicable Borrower shall
hand deliver or telecopy to the applicable Issuing Bank and the Administrative
Agent (reasonably in advance of, but not later than 10:00 a.m., New York City
time, five Business Days before, the requested date of issuance, amendment,
renewal or extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, the date of
issuance, amendment, renewal or extension, the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) below), the amount of
such Letter of Credit, the name and address of the beneficiary thereof and such
other information as shall be necessary to prepare such Letter of Credit.
Following receipt of such notice and prior to the issuance of the requested
Letter of Credit or the applicable amendment, renewal or extension, the
Administrative Agent shall notify the Borrowers, each Lender and the applicable
Issuing Bank of the amount of the Aggregate Credit Exposure after giving effect
to (i) the issuance, amendment, renewal or extension of such Letter of Credit,
(ii) the issuance or expiration of any other Letter of Credit that is to be
issued or will expire prior to the requested date of issuance of such Letter of
Credit and (iii) the borrowing or repayment of any Loans that (based upon
notices delivered to the Administrative Agent by the Borrowers) are to be
borrowed or repaid prior to the requested date of issuance of such Letter of
Credit. A Letter of Credit shall be issued, amended, renewed or extended only
if, and upon issuance, amendment, renewal or extension of each Letter of Credit
the Borrowers shall be deemed to represent and warrant that, (i) after giving
effect to such issuance, amendment, renewal or extension (A) the L/C Exposure
shall not exceed $350,000,000 and (B) the Aggregate Credit Exposure shall not
exceed the Total Commitment, (ii) in the case of a Letter of Credit that will
expire later than the first anniversary of such issuance, amendment, renewal or
extension, the applicable Borrower, the applicable Issuing Bank and the Required
Lenders shall have reached agreement on the fees to be applicable thereto as
contemplated by the last sentence of Section 2.07(c) and (iii) in the event the
Maturity Date shall have been extended as provided in Section 2.12(d), the sum
of the LC Exposures attributable to Letters of Credit expiring after any
Existing Maturity Date (as defined in Section 2.12(d)) and the Competitive Loan
Exposures attributable to Competitive Loans maturing after such Existing
Maturity Date shall not exceed the aggregate Commitments that have been extended
to a date after the expiration date of the last of such Letters of Credit and
the maturity of the last of such Competitive Loans.

          (c) Expiration Date. Each Letter of Credit shall expire at the close
of business on the earlier of (x) the date one year after the date of the
issuance of such Letter of Credit (or, in the case of any renewal or extension
thereof, one year after such renewal or extension) or such longer period as may
be agreed to between the Borrower and the Issuing Bank and (y) the date that is
five Business Days prior to the Maturity Date, unless such Letter of Credit
expires by its terms on an earlier date; provided that any Letter of Credit with
a one-year tenor may provide for renewal thereof under procedures reasonably
satisfactory to the applicable Issuing Bank for additional one-year periods
(which shall in no event extend beyond the date referred to in clause (y)
above).


                                       21

<PAGE>

          (d) Participations. By the issuance of a Letter of Credit and without
any further action on the part of the applicable Issuing Bank or the Lenders,
the applicable Issuing Bank hereby grants to each Lender, and each such Lender
hereby acquires from the applicable Issuing Bank, a participation in such Letter
of Credit equal to such Lender's Applicable Share from time to time of the
aggregate amount available to be drawn under such Letter of Credit, effective
upon the issuance of such Letter of Credit. 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 the applicable Issuing Bank,
such Lender's Applicable Share from time to time of each L/C Disbursement made
by such Issuing Bank and not reimbursed by the Borrower (or, if applicable,
another party pursuant to its obligations under any other Loan Document) by the
time provided in Section 2.02(d). 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 the occurrence and continuance of a Default
or an Event of Default, and that each such payment shall be made without any
offset, abatement, withholding or reduction whatsoever.

          (e) Reimbursement. If an Issuing Bank shall make any L/C Disbursement
in respect of a Letter of Credit, the applicable Borrower shall pay to the
Administrative Agent such L/C Disbursement not later than 10:00 a.m., New York
City time, on the second Business Day next following the Business Day on which
the Borrower shall have received notice from such Issuing Bank that payment of
such draft will be made.

          (f) Obligations Absolute. The Borrowers' obligations to reimburse L/C
Disbursements as provided in paragraph (e) above shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement, under any and all circumstances whatsoever,
and irrespective of:

          (i) any lack of validity or enforceability of any Letter of Credit or
     any Loan Document, or any term or provision therein;

          (ii) any amendment or waiver of or any consent to departure from all
     or any of the provisions of any Letter of Credit or any Loan Document;

          (iii) the existence of any claim, setoff, defense or other right that
     the Borrowers, any other party guaranteeing, or otherwise obligated with,
     the Borrowers, any Subsidiary or other Affiliate thereof or any other
     Person may at any time have against the beneficiary under any Letter of
     Credit, any Issuing Bank, the Administrative Agent or any Lender or any
     other Person, whether in connection with this Agreement, any other Loan
     Document or any other related or unrelated agreement or transaction;

          (iv) any draft or 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 the applicable Issuing Bank under a Letter of Credit
     against presentation of a draft or other document that does not comply with
     the terms of such Letter of Credit; and


                                       22

<PAGE>

          (vi) any other act or omission to act or delay of any kind of any
     Issuing Bank, the Lenders, the Administrative Agent or any other Person or
     any other event or circumstance whatsoever, whether or not similar to any
     of the foregoing, that might, but for the provisions of this Section,
     constitute a legal or equitable discharge of the Borrowers' obligations
     hereunder.

          Without limiting the generality of the foregoing, it is expressly
understood and agreed that the absolute and unconditional obligation of the
Borrowers hereunder to reimburse L/C Disbursements will not be excused by the
gross negligence or wilful misconduct of any Issuing Bank, the Administrative
Agent or any Lender. However, the foregoing shall not be construed to excuse any
Issuing Bank from liability to the Borrowers to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby
waived by the Borrowers to the extent permitted by applicable law) suffered by
the Borrowers that are caused by such Issuing Bank's gross negligence or wilful
misconduct in determining whether drafts and other documents presented under a
Letter of Credit comply with the terms thereof; it is understood that each
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 and, in making any payment under any Letter of
Credit (i) an Issuing Bank's exclusive reliance on the documents presented to it
under such Letter of Credit as to any and all matters set forth therein,
including reliance on the amount of any draft presented under such Letter of
Credit, whether or not the amount due to the beneficiary thereunder equals the
amount of such draft and whether or not any document presented pursuant to such
Letter of Credit proves to be insufficient in any respect, if such document on
its face appears to be in order, and whether or not any other statement or any
other document presented pursuant to such Letter of Credit proves to be forged
or invalid or any statement therein proves to be inaccurate or untrue in any
respect whatsoever and (ii) any noncompliance in any immaterial respect of the
documents presented under such Letter of Credit with the terms thereof shall, in
each case, be deemed not to constitute wilful misconduct or gross negligence of
an Issuing Bank.

          (g) Disbursement Procedures. The applicable Issuing Bank shall,
promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit. Such Issuing Bank shall
as promptly as possible give telephonic notification, confirmed by telecopy, to
the Administrative Agent and the applicable Borrower of such demand for payment
and whether such Issuing Bank has made or will make an L/C Disbursement
thereunder; provided that any failure to give or delay in giving such notice
shall not relieve the Borrower of its obligation to reimburse the Issuing Bank
and the Lenders with respect to any such L/C Disbursement. The Administrative
Agent shall promptly give each Lender notice thereof.

          (h) Interim Interest. If an Issuing Bank shall make any L/C
Disbursement in respect of a Letter of Credit, then, unless the Borrower shall
reimburse such L/C Disbursement in full on such date, the unpaid amount thereof
shall bear interest for the account of such Issuing Bank, for each day from and
including the date of such L/C Disbursement, to but excluding the earlier of the
date of payment or the date on which interest shall commence to accrue on Loans
made to reimburse such L/C Disbursementas provided in Section 2.02(d).


                                       23

<PAGE>

          (i) Resignation or Removal of an Issuing Bank. An Issuing Bank may
resign at any time by giving 180 days' prior written notice to the
Administrative Agent, the Lenders and the Borrowers, and may be removed at any
time by the Borrowers by notice to the Issuing Bank, the Administrative Agent
and the Lenders. Subject to the next succeeding paragraph, upon the acceptance
of any appointment as an Issuing Bank hereunder by a successor Issuing Bank,
such successor shall succeed to and become vested with all the interests, rights
and obligations of the retiring Issuing Bank and the retiring Issuing Bank shall
be discharged from its obligations to issue additional Letters of Credit
hereunder. At the time such removal or resignation shall become effective, the
Borrowers shall pay all accrued and unpaid fees pursuant to Section 2.07(c)(ii).
The acceptance of any appointment as an Issuing Bank hereunder by a successor
Lender shall be evidenced by an agreement entered into by such successor, in a
form satisfactory to the Borrowers and the Administrative Agent, and, from and
after the effective date of such agreement, (i) such successor Lender shall have
all the rights and obligations of the previous Issuing Bank under this Agreement
and the other Loan Documents and (ii) references herein and in the other Loan
Documents to the term "Issuing Bank" shall be deemed to refer to such successor
or to any previous Issuing Bank, or to such successor and all previous Issuing
Banks, as the context shall require. After the resignation or removal of an
Issuing Bank hereunder, the retiring Issuing Bank shall remain a party hereto
and shall continue to have all the rights and obligations of an Issuing Bank
under this Agreement and the other Loan Documents with respect to Letters of
Credit issued by it prior to such resignation or removal, but shall not be
required to issue additional Letters of Credit.

          (j) Additional Issuing Banks. The Borrowers may, at any time and from
time to time with the consent of the Administrative Agent (which consent shall
not be unreasonably withheld) and such Lender, designate one or more additional
Lenders to act as an issuing bank under the terms of this Agreement. Any Lender
designated as an issuing bank pursuant to this paragraph shall, upon entering
into an Issuing Bank Agreement with the Company, be deemed to be an "Issuing
Bank" (in addition to being a Lender) hereunder.

          (k) Issuing Bank Reports. Unless otherwise agreed by the
Administrative Agent, each Issuing Bank shall report in writing to the
Administrative Agent (i) on or prior to each Business Day on which such Issuing
Bank issues, amends, renews or extends any Letter of Credit, the date of such
issuance, amendment, renewal or extension, and the aggregate face amount of the
Letters of Credit issued, amended, renewed or extended by it and outstanding
after giving effect to such issuance, amendment, renewal or extension (and
whether the amount thereof shall have changed), it being understood that such
Issuing Bank shall not effect any issuance, renewal, extension or amendment
resulting in an increase in the aggregate amount of the Letters of Credit issued
by it without first obtaining written confirmation from the Administrative Agent
that such increase is then permitted under this Agreement, (ii) on each Business
Day on which such Issuing Bank makes any L/C Disbursement, the date, currency
and amount of such L/C Disbursement, (iii) on any Business Day on which a
Borrower fails to reimburse an L/C Disbursement required to be reimbursed to
such Issuing Bank on such day, the date of such failure and the currency and
amount of such L/C Disbursement and (iv) on any other Business Day, such other
information as the Administrative Agent shall reasonably request as to the
Letters of Credit issued by such Issuing Bank.


                                       24

<PAGE>

          SECTION 2.06. Conversion and Continuation of Revolving Loans. Each
Borrower shall have the right at any time upon prior irrevocable notice to the
Administrative Agent (i) not later than 10:30 a.m., New York City time, on the
day of the conversion, to convert all or any part of any Eurocurrency Revolving
Loan into an ABR Revolving Loan, and (ii) not later than 10:30 a.m., New York
City time, three Business Days prior to conversion or continuation, to convert
any ABR Revolving Loan into a Eurocurrency Revolving Loan or to continue any
Eurocurrency Revolving Loan as a Eurocurrency Revolving Loan for an additional
Interest Period, subject in each case to the following:

          (a) if less than all the outstanding principal amount of any Revolving
Borrowing shall be converted or continued, the aggregate principal amount of the
Revolving Borrowing converted or continued shall be an integral multiple of
$5,000,000 and not less than $20,000,000;

          (b) accrued interest on a Revolving Borrowing (or portion thereof)
being converted shall be paid by the Borrower at the time of conversion;

          (c) if any Eurocurrency Revolving Loan is converted at a time other
than the end of the Interest Period applicable thereto, the Borrower shall pay,
upon demand, any amounts due to the Lenders pursuant to Section 2.16;

          (d) any portion of a Revolving Borrowing maturing or required to be
repaid in less than one month may not be converted into or continued as a
Eurocurrency Revolving Loan;

          (e) any portion of a Eurocurrency Revolving Loan which cannot be
continued as a Eurocurrency Revolving Loan by reason of clause (d) above shall
be automatically converted at the end of the Interest Period in effect for such
Eurocurrency Revolving Loan into an ABR Borrowing;

          (f) no Interest Period may be selected for any Eurocurrency Revolving
Borrowing that would end later than the Maturity Date in effect for any Lender;
and

          (g) at any time when there shall have occurred and be continuing any
Default or Event of Default, if the Administrative Agent or the Required Lenders
shall so notify the Company, no Revolving Loan may be converted into or
continued as a Eurocurrency Revolving Loan.

          Each notice pursuant to this Section shall be irrevocable and shall
refer to this Agreement and specify (i) the identity and amount of the Revolving
Borrowing to be converted or continued, (ii) whether such Revolving Borrowing is
to be converted to or continued as a Eurocurrency Revolving Borrowing or an ABR
Revolving Borrowing, (iii) if such notice requests a conversion, the date of
such conversion (which shall be a Business Day) and (iv) if such Revolving
Borrowing is to be converted to or continued as a Eurocurrency Revolving
Borrowing, the Interest Period with respect thereto. If no Interest Period is
specified in any such notice with respect to any conversion to or continuation
as a Eurocurrency Revolving Borrowing, the Borrower shall be deemed to have
selected an Interest Period of one month's duration. If no notice shall have
been given in accordance with this Section 2.06 to convert or continue any
Revolving


                                       25

<PAGE>

Borrowing, such Revolving Borrowing shall, at the end of the Interest Period
applicable thereto (unless repaid pursuant to the terms hereof), automatically
be continued into a new Interest Period as an ABR Revolving Borrowing.

          SECTION 2.07. Fees. (a) The Company agrees to pay to each Lender,
through the Administrative Agent, on each March 31, June 30, September 30 and
December 31 (with the first payment being due on December 31, 2005) and on each
date on which the Commitment of such Lender shall be terminated as provided
herein (and any subsequent date on which such Lender shall cease to have any
Revolving Credit Exposure or L/C Exposure), a facility fee (a "Facility Fee"),
at a rate per annum equal to the Applicable Percentage from time to time in
effect, on the amount of the Commitment of such Lender, whether used or unused,
during the preceding quarter (or other period commencing on the date hereof, or
ending with the Maturity Date or any date on which the Commitment of such Lender
shall be terminated) or, if such Lender continues to have any Revolving Credit
Exposure or L/C Exposure after its Commitment terminates, on the daily amount of
such Lender's Revolving Credit Exposure and L/C Exposure. All Facility Fees
shall be computed on the basis of the actual number of days elapsed in a year of
365 or 366 days, as the case may be. The Facility Fee due to each Lender shall
commence to accrue on the date hereof, and shall cease to accrue on the earlier
of the Maturity Date and the termination of the Commitment of such Lender as
provided herein.

          (b) The Company agrees to pay the Administrative Agent, for its own
account, the administrative and other fees separately agreed to by the Company
and the Administrative Agent (the "Administrative Fees").

          (c) The Company agrees to pay (i) to each Lender, through the
Administrative Agent, on each March 31, June 30, September 30 and December 31
and on the date on which the Commitment of such Lender shall be terminated as
provided herein, a fee (an "L/C Participation Fee") calculated on such Lender's
average daily L/C Exposure (excluding the portion thereof attributable to
unreimbursed L/C Disbursements of such Lender) during the preceding quarter (or
shorter period commencing with the Effective Date or ending with the later of
(A) the Maturity Date or the date on which the Commitment of such Lender shall
be terminated and (B) the date on which such Lender shall cease to have any L/C
Exposure) at a rate equal to the Applicable Percentage from time to time, and
(ii) to each Issuing Bank with respect to each Letter of Credit issued by it the
fees agreed upon by the Company and such Issuing Bank in the applicable Issuing
Bank Agreement plus, in connection with the issuance, amendment or transfer of
any Letter of Credit or any L/C Disbursement, such Issuing Bank's customary
documentary and processing charges (collectively, the "Issuing Bank Fees"). All
L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of
the actual number of days elapsed in a year of 360 days. Notwithstanding the
foregoing, in the case of any Letter of Credit that will expire later than the
first anniversary of the issuance, amendment, renewal or extension thereof, the
L/C Participation Fee and Issuing Bank Fees shall be increased by an amount to
be agreed upon prior to such issuance, amendment, renewal or extension by the
applicable Borrower, the applicable Issuing Bank and the Required Lenders.

          (d) All Fees shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution, if and as appropriate,
among the Lenders


                                       26

<PAGE>

except that the Issuing Bank Fees shall be paid directly to the applicable
Issuing Banks and the Administrative Fees shall be paid pursuant to paragraph
(b) above. Once paid, none of the Fees shall be refundable under any
circumstances.

          SECTION 2.08. Repayment of Loans; Evidence of Debt. (a) Each Borrower
hereby agrees that the outstanding principal balance of each Revolving Loan
shall be payable on the Maturity Date and that the outstanding principal balance
of each Competitive Loan shall be payable on the last day of the Interest Period
applicable thereto. Each Loan shall bear interest on the outstanding principal
balance thereof as set forth in Section 2.09.

          (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness to such Lender resulting from
each Loan made by such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time under
this Agreement.

          (c) The Administrative Agent shall maintain accounts in which it will
record (i) the amount of each Loan made hereunder, the currency of each Loan,
the Borrower of each Loan, the Type of each Loan made and the Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from each Borrower to each Lender hereunder and
(iii) the amount of any sum received by the Administrative Agent hereunder from
each Borrower and each Lender's share thereof.

          (d) The entries made in the accounts maintained pursuant to paragraphs
(b) and (c) of this Section shall, to the extent permitted by applicable law, be
prima facie evidence of the existence and amounts of the obligations therein
recorded; provided, however, that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in
any manner affect the obligations of the Borrowers to repay the Loans in
accordance with their terms.

          SECTION 2.09. Interest on Loans. (a) Subject to the provisions of
Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear
interest (computed on the basis of the actual number of days elapsed over a year
of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency
Revolving Loan, the LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Percentage from time to time in effect, and (ii)
in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the
Interest Period in effect for such Borrowing plus the Margin offered by the
Lender making such Loan and accepted by the Borrower pursuant to Section 2.03.

          (b) Subject to the provisions of Section 2.10, the Loans comprising
each ABR Borrowing shall bear interest (computed on the basis of the actual
number of days elapsed over a year of 365 or 366 days, as the case may be, for
periods during which the Alternate Base Rate is determined by reference to the
Prime Rate and 360 days for other periods) at a rate per annum equal to the
Alternate Base Rate.

          (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan
shall bear interest at a rate per annum (computed on the basis of the actual
number of days


                                       27

<PAGE>

elapsed over a year of 360 days) equal to the fixed rate of interest offered by
the Lender making such Loan and accepted by the Borrower pursuant to Section
2.03.

          (d) Interest on each Loan shall be payable on each Interest Payment
Date applicable to such Loan except as otherwise provided in this Agreement. The
applicable LIBO Rate or Alternate Base Rate for each Interest Period or day
within an Interest Period, as the case may be, shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest
error.

          SECTION 2.10. Default Interest. If a Borrower shall default in the
payment of the principal of or interest on any Loan or any other amount becoming
due hereunder, whether by scheduled maturity, notice of prepayment, acceleration
or otherwise, such Borrower shall on demand from time to time from the
Administrative Agent pay interest, to the extent permitted by law, on such
defaulted amount up to (but not including) the date of actual payment (after as
well as before judgment) at a rate per annum (computed as provided in Section
2.09(b)) equal to the Alternate Base Rate plus 2%.

          SECTION 2.11. Alternate Rate of Interest. In the event, and on each
occasion, that on the day two Business Days prior to the commencement of any
Interest Period for a Eurocurrency Borrowing, the Administrative Agent shall
have determined (i) that deposits in the currency and principal amounts of the
Eurocurrency Loans comprising such Borrowing are not generally available in the
London market or (ii) that reasonable means do not exist for ascertaining the
LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter,
give telecopy notice of such determination to the Borrower and the Lenders. In
the event of any such determination under clause (i) or (ii) above, until the
Administrative Agent shall have advised the Company and the Lenders that the
circumstances giving rise to such notice no longer exist, (x) any request by a
Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.03 shall be
of no force and effect and shall be denied by the Administrative Agent, and (y)
any request by a Borrower for a Eurocurrency Revolving Loan pursuant to Section
2.04 shall be deemed to be a request for an ABR Borrowing. In the event the
Required Lenders notify the Administrative Agent that the rates at which Dollar
deposits are being offered will not adequately and fairly reflect the cost to
such Lenders of making or maintaining Eurocurrency Loans in Dollars during such
Interest Period, the Administrative Agent shall notify the applicable Borrower
of such notice and until the Required Lenders shall have advised the
Administrative Agent that the circumstances giving rise to such notice no longer
exist, any request by such Borrower for a Eurocurrency Revolving Loan shall be
deemed a request for an ABR Borrowing. Each determination by the Administrative
Agent hereunder shall be made in good faith and shall be conclusive absent
manifest error.

          SECTION 2.12. Termination, Reduction, Extension and Increase of
Commitments. (a) The Commitments shall be automatically terminated on the
Maturity Date.

          (b) Upon at least three Business Days' prior irrevocable telecopy
notice to the Administrative Agent, the Company may at any time in whole
permanently terminate, or from time to time in part permanently reduce, the
Total Commitment; provided,


                                       28

<PAGE>

however, that (i) each partial reduction of the Total Commitment shall be in an
integral multiple of $10,000,000 and in a minimum principal amount of
$50,000,000 and (ii) no such termination or reduction shall be made (A) which
would reduce the Total Commitment to an amount less than the Aggregate Credit
Exposure or (B) which would reduce any Lender's Commitment to an amount that is
less than the sum of such Lender's Revolving Credit Exposure and L/C Exposure.

          (c) Each reduction in the Total Commitment hereunder shall be made
ratably among the Lenders in accordance with their respective Commitments. The
Borrowers shall pay to the Administrative Agent for the account of the Lenders,
on the date of each reduction or termination of the Total Commitment, the
Facility Fees on the amount of the Commitments terminated accrued through the
date of such termination or reduction.

          (d) The Company may, by written notice to the Administrative Agent
(which shall promptly deliver a copy to each of the Lenders) not less than 30
days and not more than 90 days prior to any anniversary of the date hereof,
request that the Lenders extend the Maturity Date and the Commitments for an
additional period of one year. Each Lender shall, by notice to the Company and
the Administrative Agent given not later than the 20th day after the date of the
Administrative Agent's receipt of the Borrower's extension request, advise the
Company whether or not it agrees to the requested extension (each Lender
agreeing to a requested extension being called a "Consenting Lender" and each
Lender declining to agree to a requested extension being called a "Declining
Lender"). Any Lender that has not so advised the Company and the Administrative
Agent by such day shall be deemed to have declined to agree to such extension
and shall be a Declining Lender. If Lenders constituting the Required Lenders
shall have agreed to an extension request, then the Maturity Date shall, as to
the Consenting Lenders, be extended to the first anniversary of the Maturity
Date theretofore in effect. The decision to agree or withhold agreement to any
Maturity Date extension shall be at the sole discretion of each Lender. The
Commitment of any Declining Lender shall terminate on the Maturity Date in
effect prior to giving effect to any such extension (such Maturity Date being
called the "Existing Maturity Date"). The principal amount of any outstanding
Loans made by Declining Lenders, together with any accrued interest thereon and
any accrued fees and other amounts payable to or for the accounts of such
Declining Lenders hereunder, shall be due and payable on the Existing Maturity
Date, and on the Existing Maturity Date, the Borrowers shall also make such
other prepayments of their Loans as shall be required in order that, after
giving effect to the termination of the Commitments of, and all payments to,
Declining Lenders pursuant to this sentence, the Aggregate Credit Exposures
shall not exceed the Total Commitment. Notwithstanding the foregoing provisions
of this paragraph, the Company shall have the right, pursuant to Section 9.04,
at any time prior to the Existing Maturity Date, to replace a Declining Lender
with a Lender or other financial institution that will agree to a request for
the extension of the Maturity Date, and any such replacement Lender shall for
all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no
extension of the Maturity Date pursuant to this paragraph shall become effective
unless (i) the Administrative Agent shall have received documents consistent
with those delivered with respect to the Company and the Borrowers under Section
4.02(a) and (b) and Section 4.03(a), giving effect to such extension and (ii) on
the anniversary of the date hereof that immediately follows the date on which
the Company delivers the applicable request for


                                       29

<PAGE>

extension of the Maturity Date, the conditions set forth in paragraphs (b) and
(c) of Section 4.01 shall be satisfied (with all references in such paragraphs
to a Borrowing being deemed to be references to such extension and without
giving effect to the parenthetical in Section 4.01(b)) and the Administrative
Agent shall have received a certificate to that effect dated such date and
executed by a Financial Officer of the Company.

          (e) The Company may, by written notice to the Administrative Agent,
executed by the Company and one or more financial institutions (any such
financial institution referred to in this Section being called an "Increasing
Lender"), which may include any Lender, cause Commitments to be extended by the
Increasing Lenders (or cause the Commitments of the Increasing Lenders to be
increased, as the case may be) in an amount for each Increasing Lender set forth
in such notice, provided, however, that (a) the aggregate amount of all new
Commitments and increases in existing Commitments pursuant to this paragraph
during the term of this Agreement shall in no event exceed $500,000,000, and (b)
each Increasing Lender, if not already a Lender hereunder, (x) shall have a
Commitment, immediately after the effectiveness of such increase, of at least
$25,000,000, (y) shall be subject to the approval of the Administrative Agent
and each Issuing Bank (which approval shall not be unreasonably withheld) and
(z) shall become a party to this Agreement by completing and delivering to the
Administrative Agent a duly executed accession agreement in a form satisfactory
to the Administrative Agent and the Company (an "Accession Agreement"). New
Commitments and increases in Commitments pursuant to this Section shall become
effective on the date specified in the applicable notices delivered pursuant to
this Section. Upon the effectiveness of any Accession Agreement to which any
Increasing Lender is a party, (i) such Increasing Lender shall thereafter be
deemed to be a party to this Agreement and shall be entitled to all rights,
benefits and privileges accorded a Lender hereunder and subject to all
obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have
been amended to reflect the Commitment of such Increasing Lender as provided in
such Accession Agreement. Upon the effectiveness of any increase pursuant to
this Section in the Commitment of a Lender already a party hereto, Schedule 2.01
shall be deemed to have been amended to reflect the increased Commitment of such
Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments
(or in the Commitment of any Lender) shall become effective under this Section
unless, on the date of such increase, (i) the Administrative Agent shall have
received documents consistent with those delivered with respect to the Company
and the Borrowers under Section 4.02(a) and (b) and Section 4.03(a), giving
effect to such increase and (ii) the conditions set forth in paragraphs (b) and
(c) of Section 4.01 shall be satisfied (with all references in such paragraphs
to a Borrowing being deemed to be references to such increase and without giving
effect to the parenthetical in Section 4.01(b)) and the Administrative Agent
shall have received a certificate to that effect dated such date and executed by
a Financial Officer of the Company. Following any extension of a new Commitment
or increase of a Lender's Commitment pursuant to this paragraph, any Revolving
Loans outstanding prior to the effectiveness of such increase or extension shall
continue outstanding until the ends of the respective Interests Periods
applicable thereto, and shall then be repaid or refinanced with new Revolving
Loans made pursuant to Section 2.01.

          SECTION 2.13. Prepayment. (a) Each Borrower shall have the right at
any time and from time to time to prepay any Revolving Borrowing, in whole or in
part,


                                       30

<PAGE>

upon giving telecopy notice (or telephone notice promptly confirmed by telecopy)
to the Administrative Agent: (i) before 10:00 a.m., New York City time, three
Business Days prior to prepayment, in the case of Eurocurrency Revolving Loans,
and (ii) before 10:00 a.m., New York City time, one Business Day prior to
prepayment, in the case of ABR Revolving Loans; provided, however, that in the
case of any Revolving Borrowing, each partial prepayment shall be in an amount
which is an integral multiple of $10,000,000 and not less than $50,000,000.

          (b) On the date of any termination or reduction of the Commitments
pursuant to Section 2.12, the Borrowers shall pay or prepay so much of the
Revolving Borrowings as shall be necessary in order that the Aggregate Credit
Exposure will not exceed the Total Commitment after giving effect to such
termination or reduction.

          (c) Each notice of prepayment shall specify the prepayment date and
the principal amount of each Borrowing (or portion thereof) to be prepaid, shall
be irrevocable and shall commit the applicable Borrower to prepay such Borrowing
(or portion thereof) by the amount stated therein on the date stated therein.
All prepayments under this Section shall be subject to Section 2.16 but
otherwise without premium or penalty. All prepayments under this Section shall
be accompanied by accrued interest on the principal amount being prepaid to the
date of payment.

          SECTION 2.14. Reserve Requirements; Change in Circumstances. (a)
Notwithstanding any other provision herein, if after the date of this Agreement
any change in applicable law or regulation or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof (whether or not having the force of
law) shall result in the imposition, modification or applicability of any
reserve, special deposit or similar requirement against assets of, deposits with
or for the account of or credit extended by any Lender or any Issuing Bank, or
shall result in the imposition on any Lender or the London interbank market of
any other condition affecting this Agreement, such Lender's Commitment or any
Eurocurrency Loan or Fixed Rate Loan made by such Lender or any Letter of
Credit, and the result of any of the foregoing shall be to increase the cost to
such Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan or
of issuing or maintaining any Letter of Credit or to reduce the amount of any
sum received or receivable by such Lender or such Issuing Bank hereunder
(whether of principal, interest or otherwise) by an amount deemed by such Lender
or such Issuing Bank to be material, then such additional amount or amounts as
will compensate such Lender, or such Issuing Bank, as the case may be, for such
additional costs or reduction will be paid by the Borrowers to such Lender, or
such Issuing Bank, as the case may be, upon demand. Notwithstanding the
foregoing, no Lender or Issuing Bank shall be entitled to request compensation
under this paragraph with respect to any Competitive Loan or Letter of Credit if
the change giving rise to such request was applicable to such Lender or Issuing
Bank at the time of submission of the Competitive Bid or L/C Competitive Bid
pursuant to which such Competitive Loan or Letter of Credit was made or issued.

          (b) If any Lender or any Issuing Bank shall have determined that the
adoption after the date hereof of any applicable law, rule, regulation or
guideline regarding capital adequacy, or any change in any of the foregoing or
in the interpretation or administration of any of the foregoing by any
Governmental Authority, central bank or


                                       31

<PAGE>

comparable agency charged with the interpretation or administration thereof, or
compliance by any Lender or Issuing Bank (or any lending office of such Lender
or such Issuing Bank) or any Lender's or Issuing Bank's holding company with any
request or directive regarding capital adequacy (whether or not having the force
of law) of any such authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on such Lender's or Issuing
Bank's capital or on the capital of such Lender's or Issuing Bank's holding
company, if any, as a consequence of this Agreement, such Lender's Commitment or
the Loans made or Letters of Credit issued by such Lender or Issuing Bank
pursuant hereto to a level below that which such Lender or Issuing Bank or such
Lender's or Issuing Bank's holding company could have achieved but for such
adoption, change or compliance (taking into consideration such Lender's or
Issuing Bank's policies and the policies of such Lender's or Issuing Bank's
holding company with respect to capital adequacy) by an amount deemed by such
Lender or Issuing Bank to be material, then from time to time such additional
amount or amounts as will compensate such Lender or Issuing Bank for such
reduction will be paid by the Borrowers to such Lender or Issuing Bank.

          (c) A certificate of any Lender or Issuing Bank setting forth such
amount or amounts as shall be necessary to compensate such Lender or Issuing
Bank or its holding company, as applicable, as specified in paragraph (a) or (b)
above, as the case may be, shall be delivered to the Company and shall be
conclusive absent manifest error. The Borrowers shall pay such Lender or Issuing
Bank the amount shown as due on any such certificate delivered by it within 10
days after its receipt of the same.

          (d) Failure on the part of any Lender or Issuing Bank to demand
compensation for any increased costs or reduction in amounts received or
receivable or reduction in return on capital with respect to any period shall
not constitute a waiver of such Lender's or Issuing Bank's right to demand
compensation with respect to such period or any other period; provided, however,
that no Lender or Issuing Bank shall be entitled to compensation under this
Section 2.14 for any costs incurred or reductions suffered with respect to any
date unless it shall have notified the Company that it will demand compensation
for such costs or reductions under paragraph (c) above not more than 90 days
after the later of (i) such date and (ii) the date on which it shall have become
aware of such costs or reductions. The protection of this Section shall be
available to each Lender and Issuing Bank regardless of any possible contention
of the invalidity or inapplicability of the law, rule, regulation, guideline or
other change or condition which shall have occurred or been imposed.

          SECTION 2.15. Change in Legality. (a) Notwithstanding any other
provision herein, if any change in any law or regulation or in the
interpretation thereof by any Governmental Authority charged with the
administration or interpretation thereof shall make it unlawful for any Lender
or any of its Affiliates to make or maintain any Eurocurrency Loan or to give
effect to its obligations as contemplated hereby with respect to any
Eurocurrency Loan, then, by written notice to the Company and to the
Administrative Agent, such Lender may:

          (i) declare that Eurocurrency Loans will not thereafter be made by
     such Lender hereunder, whereupon such Lender shall not submit a Competitive
     Bid in response to a request for a Eurocurrency Competitive Loan, and any
     request for a


                                       32

<PAGE>

     Eurocurrency Revolving Loan shall, as to such Lender only, be deemed a
     request for an ABR Loan, unless such declaration shall be subsequently
     withdrawn; and

          (ii) require that all outstanding Eurocurrency Loans denominated in
     Dollars made by it be converted to ABR Loans and that all outstanding
     Eurocurrency Loans denominated in the affected Non-US Currency be promptly
     prepaid, in which event all such Eurocurrency Loans in Dollars shall be
     automatically converted to ABR Loans as of the effective date of such
     notice as provided in paragraph (b) below and all such Non-US Currency
     Loans shall be promptly prepaid.

In the event any Lender shall exercise its rights under (i) or (ii) above with
respect to Eurocurrency Loans, all payments and prepayments of principal which
would otherwise have been applied to repay the Eurocurrency Loans that would
have been made by such Lender or the converted Eurocurrency Loans, of such
Lender shall instead be applied to repay the ABR Loans made by such Lender in
lieu of, or resulting from the conversion of, such Eurocurrency Loans.

          (b) For purposes of this Section 2.15, a notice by any Lender shall be
effective as to each Eurocurrency Loan, if lawful, on the last day of the
Interest Period currently applicable to such Eurocurrency Loan; in all other
cases such notice shall be effective on the date of receipt.

          SECTION 2.16. Indemnity. The Borrowers shall indemnify each Lender
against any out-of-pocket loss or reasonable expense which such Lender may
sustain or incur as a consequence of (a) any failure to borrow or to refinance,
convert or continue any Loan hereunder after irrevocable notice of such
borrowing, refinancing, conversion or continuation has been given pursuant to
Section 2.03, 2.04 or 2.06, (b) any payment, prepayment or conversion, or
assignment required under Section 2.21, of a Eurocurrency Loan required by any
other provision of this Agreement or otherwise made or deemed made on a date
other than the last day of the Interest Period, if any, applicable thereto, (c)
any default in payment or prepayment of the principal amount of any Loan or any
part thereof or interest accrued thereon, as and when due and payable (at the
due date thereof, whether by scheduled maturity, acceleration, irrevocable
notice of prepayment or otherwise) or (d) the occurrence of any Event of
Default, including, in each such case, any loss or reasonable expense sustained
or incurred or to be sustained or incurred in liquidating or employing deposits
from third parties acquired to effect or maintain such Loan or any part thereof
as a Eurocurrency Loan. Such loss or reasonable expense shall include an amount
equal to the excess, if any, as reasonably determined by such Lender, of (i) its
cost of obtaining the funds for the Loan being paid, prepaid, refinanced or not
borrowed (assumed to be the LIBO Rate applicable thereto) for the period from
the date of such payment, prepayment, refinancing or failure to borrow or
refinance to the last day of the Interest Period for such Loan (or, in the case
of a failure to borrow or refinance the Interest Period for such Loan which
would have commenced on the date of such failure) over (ii) the amount of
interest (as reasonably determined by such Lender) that would be realized by
such Lender in reemploying the funds so paid, prepaid or not borrowed or
refinanced for such period or Interest Period, as the case may be. A certificate
of any Lender setting forth any amount or amounts which such Lender is entitled
to receive pursuant to this Section as a result of any loss shall be delivered
to such Borrower and


                                       33

<PAGE>

shall be conclusive absent manifest error; provided that any expenses related to
any such loss that are incurred by such Lender and reported under such
certificate shall be required to be reasonably documented.

          SECTION 2.17. Pro Rata Treatment. Except as required under Sections
2.15 and 2.21, each payment of the Facility Fees and each reduction of the
Commitments shall be allocated pro rata among the Lenders in accordance with
their respective Commitments (or, if such Commitments shall have expired or been
terminated, in accordance with the respective principal amounts of their
outstanding Revolving Loans). Each payment of principal of any Competitive
Borrowing shall be allocated pro rata among the Lenders participating in such
Borrowing in accordance with the respective principal amounts of their
outstanding Competitive Loans comprising such Borrowing. Except as required
under Section 2.15, each payment or repayment of principal of any Revolving
Borrowing and each refinancing or conversion of any Revolving Borrowing shall be
allocated pro rata among the Lenders in accordance with the respective principal
amounts of their outstanding Revolving Loans comprising such Borrowing, and each
payment of interest on any Revolving Borrowing shall be allocated pro rata among
the Lenders in accordance with the respective amounts of accrued and unpaid
interest on their outstanding Revolving Loans comprising such Borrowing. Each
payment of principal of any Competitive Borrowing shall be allocated pro rata
among the Lenders participating in such Borrowing in accordance with the
respective principal amounts of their outstanding Competitive Loans comprising
such Borrowing. Each payment of interest on any Competitive Borrowing shall be
allocated pro rata among the Lenders participating in such Borrowing in
accordance with the respective amounts of accrued and unpaid interest on their
outstanding Competitive Loans comprising such Borrowing. For purposes of
determining the Commitments of the Lenders at any time, each outstanding
Competitive Borrowing shall be deemed to have utilized the Commitments of the
Lenders (including those Lenders which shall not have made Loans as part of such
Competitive Borrowing) pro rata in accordance with their respective Commitments.
Each Lender agrees that in computing such Lender's portion of any Borrowing to
be made hereunder, the Administrative Agent may, in its discretion, round each
Lender's percentage of such Borrowing to the next higher or lower whole Dollar
amount.

          SECTION 2.18. Sharing of Setoffs. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim, or
pursuant to a secured claim under Section 506 of Title 11 of the United States
Code or other security or interest arising from, or in lieu of, such secured
claim, received by such Lender under any applicable bankruptcy, insolvency or
other similar law or otherwise, or by any other means (other than pursuant to
Sections 2.14, 2.16 or 2.20), obtain payment (voluntary or involuntary) in
respect of any Revolving Loans or amounts owed to it in respect of L/C
Disbursements as a result of which the unpaid principal portion of its Revolving
Loans and the amounts owed to it in respect of L/C Disbursements shall be
proportionately less than the unpaid principal portion of the Revolving Loans
and amounts owed in respect of L/C Disbursements of any other Lender, it shall
be deemed simultaneously to have purchased from such other Lender at face value,
and shall promptly pay to such other Lender the purchase price for, a
participation in the Revolving Loans and amounts owed in respect of L/C
Disbursements of such other Lender, so that the aggregate unpaid principal
amount of the Revolving Loans and participations in the Revolving Loans and


                                       34

<PAGE>

amounts owed in respect of L/C Disbursements of each Lender shall be in the same
proportion to the aggregate unpaid principal amount of all Revolving Loans and
amounts owed in respect of L/C Disbursements then outstanding as the principal
amount of its Revolving Loans and the amounts owed to it in respect of L/C
Disbursements prior to such exercise of banker's lien, setoff or counterclaim or
other event was to the principal amount of all Revolving Loans and amounts owed
in respect of L/C Disbursements outstanding prior to such exercise of banker's
lien, setoff or counterclaim or other event; provided, however, that, if any
such purchase or purchases or adjustments shall be made pursuant to this Section
2.18 and the payment giving rise thereto shall thereafter be recovered, such
purchase or purchases or adjustments shall be rescinded to the extent of such
recovery and the purchase price or prices or adjustment restored without
interest. Any Lender holding a participation in a Revolving Loan or amount owed
in respect of an L/C Disbursement deemed to have been so purchased may exercise
any and all rights of banker's lien, setoff or counterclaim with respect to any
and all moneys owing to such Lender by reason thereof as fully as if such Lender
had made a Revolving Loan in the amount of such participation.

          SECTION 2.19. Payments. (a) The Borrowers shall make each payment
(including principal of or interest on any Borrowing or any L/C Disbursement and
any Fees or other amounts) hereunder without deduction, counter-claim or setoff
in immediately available funds from an account in the United States not later
than 12:00 noon, local time at the place of payment, on the date when due in
immediately available funds to the Administrative Agent at its offices at 270
Park Avenue, New York, New York. Each such payment (other than principal of and
interest on Non-US Currency Loans, which shall be made in the applicable Non-US
Currencies) shall be made in Dollars.

          (b) Whenever any payment (including principal of or interest on any
Borrowing or any Fees or other amounts) hereunder shall become due, or otherwise
would occur, on a day that is not a Business Day, such payment may be made on
the next succeeding Business Day, and such extension of time shall in such case
be included in the computation of interest or Fees, if applicable.

          SECTION 2.20. Taxes. (a) Any and all payments to the Lenders hereunder
shall be made, in accordance with Section 2.19, free and clear of and without
deduction for any and all current or future taxes, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto, excluding (i)
income taxes imposed on the income of the Administrative Agent, any Lender or
any Issuing Bank (or any transferee or assignee thereof, including a
participation holder (any such entity a "Transferee")) and (ii) franchise taxes
imposed on the income, assets or net worth of the Administrative Agent, any
Lender or any Issuing Bank (or Transferee), in each case by the jurisdiction
under the laws of which the Administrative Agent, such Lender or such Issuing
Bank (or Transferee) is organized or doing business (other than as a result of
entering into this Agreement, performing any obligations hereunder, receiving
any payments hereunder or enforcing any rights hereunder), or any political
subdivision thereof (all such nonexcluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities, collectively or individually, "Taxes").
If any Borrower shall be required to deduct any Taxes from or in respect of any
sum payable hereunder to any Lender (or any Transferee), the Administrative
Agent or any Issuing Bank, (i) the sum payable shall be


                                       35

<PAGE>

increased by the amount (an "additional amount") necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section 2.20) such Lender (or Transferee), the Administrative
Agent or such Issuing Bank (as the case may be) shall receive an amount equal to
the sum it would have received had no such deductions been made, (ii) such
Borrower shall make such deductions and (iii) such Borrower shall pay the full
amount deducted to the relevant Governmental Authority in accordance with
applicable law.

          (b) In addition, the Borrowers shall pay to the relevant Governmental
Authority in accordance with applicable law any current 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 from the execution,
delivery or registration of, or otherwise with respect to, this Agreement or any
other Loan Document ("Other Taxes").

          (c) The Borrowers shall indemnify each Lender (or Transferee), the
Administrative Agent and each Issuing Bank for the full amount of Taxes and
Other Taxes paid by such Lender (or Transferee), the Administrative Agent or
such Issuing Bank, as the case may be, and any liability (including penalties,
interest and expenses (including reasonable attorney's fees and expenses))
arising therefrom or with respect thereto, whether or not such Taxes or Other
Taxes were correctly or legally asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability prepared by a Lender
(or Transferee), Issuing Bank or the Administrative Agent on its behalf, absent
manifest error, shall be final, conclusive and binding for all purposes. Such
indemnification shall be made within 30 days after the date any Lender (or
Transferee), an Issuing Bank or the Administrative Agent, as the case may be,
makes written demand therefor, which written demand shall be made within 60 days
of the date such Lender (or Transferee), such Issuing Bank or the Administrative
Agent receives written demand for payment of such Taxes or Other Taxes from the
relevant Governmental Authority.

          (d) If a Lender (or Transferee), an Issuing Bank or the Administrative
Agent shall become aware that it is entitled to claim a refund from a
Governmental Authority in respect of Taxes or Other Taxes as to which it has
been indemnified by the Borrowers, or with respect to which the Borrowers have
paid additional amounts, pursuant to this Section 2.20, it shall promptly notify
the Borrowers of the availability of such refund claim and shall, within 30 days
after receipt of a request by the Borrowers, make a claim to such Governmental
Authority for such refund at the Borrowers' expense. If a Lender (or
Transferee), an Issuing Bank or the Administrative Agent receives a refund
(including pursuant to a claim for refund made pursuant to the preceding
sentence) in respect of any Taxes or Other Taxes as to which it has been
indemnified by the Borrowers or with respect to which the Borrowers have paid
additional amounts pursuant to this Section 2.20, it shall within 30 days from
the date of such receipt pay over such refund to the Borrowers (but only to the
extent of indemnity payments made, or additional amounts paid, by the Borrowers
under this Section 2.20 with respect to the Taxes or Other Taxes giving rise to
such refund), net of all out-of-pocket expenses of such Lender (or Transferee),
such Issuing Bank or the Administrative Agent and without interest (other than
interest paid by the relevant Governmental Authority with respect to such
refund); provided, however, that the Borrowers, upon the request of such Lender
(or Transferee), such Issuing Bank or the Administrative Agent, agree to repay
the amount


                                       36

<PAGE>

paid over to the Borrowers (plus penalties, interest or other charges) to such
Lender (or Transferee), such Issuing Bank or the Administrative Agent in the
event such Lender (or Transferee), such Issuing Bank or the Administrative Agent
is required to repay such refund to such Governmental Authority.

          (e) As soon as practicable after the date of any payment of Taxes or
Other Taxes by the Borrowers to the relevant Governmental Authority, the
Borrowers will deliver to the Administrative Agent, at its address referred to
in Section 9.01, the original or a certified copy of a receipt issued by such
Governmental Authority evidencing payment thereof.

          (f) Without prejudice to the survival of any other agreement contained
herein, the agreements and obligations contained in this Section 2.20 shall
survive the payment in full of the principal of and interest on all Loans made
hereunder and the expiration or cancellation of all Letters of Credit and the
payment of all L/C Disbursements thereunder.

          (g) Each Lender, Issuing Bank (or Transferee), and each domestic or
foreign branch, agency or Affiliate of a Lender through which such Lender makes
Loans hereunder, that is organized under the laws of a jurisdiction other than
the United States, any State thereof or the District of Columbia (a "Non-U.S.
Lender") shall deliver to the Company and the Administrative Agent two copies of
either United States Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in
the case of a Non-U.S. Lender or Issuing Bank claiming exemption from U.S.
Federal withholding tax under Section 871(h) or 881(c) of the Code with respect
to payments of "portfolio interest", a Form W-8BEN, or any subsequent versions
thereof or successors thereto (and, if such Non-U.S. Lender or Issuing Bank
delivers a Form W-8BEN, a certificate representing that such Non-U.S. Lender or
Issuing Bank is not a bank for purposes of Section 881(c) of the Code, is not a
10 percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code)
of the Company and is not a controlled foreign corporation related to the
Company (within the meaning of Section 864(d)(4) of the Code)), properly
completed and duly executed by such Non-U.S. Lender or Issuing Bank claiming
complete exemption from, or reduced rate of, U.S. Federal withholding tax on
payments by the Company under this Agreement. Such forms shall be delivered by
each Non-U.S. Lender or Issuing Bank on or before the date it becomes a party to
this Agreement (or, in the case of a Transferee that is a participation holder,
on or before the date such participation holder becomes a Transferee hereunder)
and on or before the date, if any, such Non-U.S. Lender or Issuing Bank changes
its applicable lending office by designating a different lending office (a "New
Lending Office"). In addition, each Non-U.S. Lender or Issuing Bank shall
deliver such forms promptly upon the obsolescence or invalidity of any form
previously delivered by such Non-U.S. Lender or Issuing Bank. Notwithstanding
any other provision of this Section 2.20(g), a Non-U.S. Lender or Issuing Bank
shall not be required to deliver any form pursuant to this Section 2.20(g) that
such Non-U.S. Lender or Issuing Bank is not legally able to deliver.

          (h) The Company shall not be required to indemnify any Non-U.S. Lender
or Issuing Bank, or to pay any additional amounts to any Non-U.S. Lender or
Issuing Bank, in respect of United States Federal withholding tax pursuant to
paragraph (a) or (c) above to the extent that (i) the obligation to withhold
amounts with respect to United


                                       37

<PAGE>

States Federal withholding tax existed on the date such Non-U.S. Lender or
Issuing Bank became a party to this Agreement (or, in the case of a Transferee
that is a participation holder, on the date such participation holder became a
Transferee hereunder) or, with respect to payments to a New Lending Office, the
date such Non-U.S. Lender or Issuing Bank designated such New Lending Office
with respect to a Loan; provided, however, that this clause (i) shall not apply
to any Transferee or New Lending Office that becomes a Transferee or New Lending
Office as a result of an assignment, participation, transfer or designation made
at the request of the Company; and provided further, however, that this clause
(i) shall not apply to the extent the indemnity payment or additional amounts
any Transferee, or Lender (or Transferee) or Issuing Bank through a New Lending
Office, would be entitled to receive (without regard to this clause (i)) do not
exceed the indemnity payment or additional amounts that the Person making the
assignment, participation or transfer to such Transferee, or Lender (or
Transferee) or Issuing Bank making the designation of such New Lending Office,
would have been entitled to receive in the absence of such assignment,
participation, transfer or designation or (ii) the obligation to pay such
additional amounts would not have arisen but for a failure by such Non-U.S.
Lender or Issuing Bank to comply with the provisions of paragraph (g) above.

          (i) Any Lender (or Transferee) or Issuing Bank claiming any indemnity
payment or additional amounts payable pursuant to this Section 2.20 shall use
reasonable efforts (consistent with legal and regulatory restrictions) to file
any certificate or document reasonably requested in writing by the Company or to
change the jurisdiction of its applicable lending office if the making of such a
filing or change would avoid the need for or reduce the amount of any such
indemnity payment or additional amounts that may thereafter accrue and would
not, in the sole determination of such Lender (or Transferee) or Issuing Bank,
be otherwise disadvantageous to such Lender (or Transferee) or Issuing Bank.

          (j) Nothing contained in this Section 2.20 shall require any Lender
(or Transferee), any Issuing Bank or the Administrative Agent to make available
any of its tax returns (or any other information that it deems to be
confidential or proprietary).

          SECTION 2.21. Duty to Mitigate; Assignment of Commitments Under
Certain Circumstances. (a) Any Lender (or Transferee) or Issuing Bank claiming
any additional amounts payable pursuant to Section 2.14 or Section 2.20 or
exercising its rights under Section 2.15 shall use reasonable efforts
(consistent with legal and regulatory restrictions) to file any certificate or
document requested by the Company or to change the jurisdiction of its
applicable lending office if the making of such a filing or change would avoid
the need for or reduce the amount of any such additional amounts which may
thereafter accrue or avoid the circumstances giving rise to such exercise and
would not, in the sole determination of such Lender (or Transferee) or Issuing
Bank, be otherwise disadvantageous to such Lender (or Transferee) or Issuing
Bank.

          (b) In the event that any Lender or Issuing Bank shall have delivered
a notice or certificate pursuant to Section 2.14 or 2.15, or the Company shall
be required to make additional payments to any Lender or Issuing Bank under
Section 2.20, the Company shall have the right, at its own expense, upon notice
to such Lender or Issuing Bank and the Administrative Agent, to require such
Lender or Issuing Bank to transfer and assign without recourse, representation
or warranty (in accordance with and subject


                                       38

<PAGE>

to the restrictions contained in Section 9.04) all interests, rights and
obligations contained hereunder to another financial institution approved by the
Administrative Agent (which approval shall not be unreasonably withheld) which
shall assume such obligations; provided that (i) no such assignment shall
conflict with any law, rule or regulation or order of any Governmental Authority
and (ii) the assignee or the Company, as the case may be, shall pay to the
affected Lender or Issuing Bank in immediately available funds on the date of
such assignment the principal of and interest accrued to the date of payment on
the Loans and L/C Disbursements made by it hereunder and all other amounts
accrued for its account or owed to it hereunder and shall cause all Letters of
Credit issued by it to be canceled on such date.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

          Each Borrower represents and warrants to each of the Lenders as
follows (it being agreed that each Borrower other than the Company makes the
following representations only as to itself, but that the Company makes such
representations as to all the Borrowers):

          SECTION 3.01. Organization; Powers. Each Borrower and each of the
Significant Subsidiaries (a) is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization, (b)
has all requisite power and authority to own its property and assets and to
carry on its business as now conducted and as proposed to be conducted, (c) is
qualified to do business in every jurisdiction where such qualification is
required, except where the failure so to qualify would not result in a Material
Adverse Effect, and (d) in the case of each Borrower, has the corporate power
and authority to execute, deliver and perform its obligations under the Loan
Documents and to borrow hereunder and thereunder.

          SECTION 3.02. Authorization. The execution, delivery and performance
by each Borrower of each Loan Document to which it is or will be a party and the
Borrowings hereunder (collectively, the "Transactions") (a) have been or, upon
execution and delivery thereof, will be duly authorized by all requisite
corporate action and (b) will not (i) violate (A) any provision of any law,
statute, rule or regulation (including the Margin Regulations) or of the
certificate of incorporation or other constitutive documents or by-laws of such
Borrower, (B) any order of any Governmental Authority or (C) any provision of
any indenture, material agreement or other instrument to which any Borrower is a
party or by which it or any of its property is or may be bound, (ii) be in
conflict with, result in a breach of or constitute (alone or with notice or
lapse of time or both) a default under any such indenture, material agreement or
other instrument or (iii) result in the creation or imposition of any lien upon
any property or assets of any Borrower.

          SECTION 3.03. Enforceability. This Agreement and each other Loan
Document to which any Borrower is a party constitutes a legal, valid and binding
obligation of such Borrower enforceable in accordance with its terms.


                                       39

<PAGE>

          SECTION 3.04. Governmental Approvals. No action, consent or approval
of, registration or filing with or other action by any Governmental Authority,
other than those which have been taken, given or made, as the case may be, is or
will be required with respect to any Borrower in connection with the
Transactions.

          SECTION 3.05. Financial Statements. (a) The Company has heretofore
furnished to the Administrative Agent and the Lenders copies of its consolidated
balance sheet and statements of income, cash flow and retained earnings as of
and for the year ended December 31, 2004, and the six months ended June 30,
2005. Such financial statements present fairly, in all material respects, the
consolidated combined financial condition and the results of operations of the
Company and the Subsidiaries as of such dates and for such periods in accordance
with GAAP.

          (b) There has been no material adverse change in the consolidated
financial condition of the Company and the Subsidiaries taken as a whole from
the financial condition reported in the financial statements referenced in
paragraph (a) of this Section 3.05.

          SECTION 3.06. Litigation; Compliance with Laws. (a) There are no
actions, proceedings or investigations filed or (to the knowledge of any
Borrower) threatened or affecting any Borrower or any Subsidiary in any court or
before any Governmental Authority or arbitration board or tribunal which
question the validity or legality of this Agreement, the Transactions or any
action taken or to be taken pursuant to this Agreement and no order or judgment
has been issued or entered restraining or enjoining any Borrower or any
Subsidiary from the execution, delivery or performance of this Agreement nor is
there any other action, proceeding or investigation filed or (to the knowledge
of any Borrower or any Subsidiary) threatened against any Borrower or any
Subsidiary in any court or before any Governmental Authority or arbitration
board or tribunal which would be reasonably likely to result in a Material
Adverse Effect or materially restrict the ability of any Borrower to comply with
its obligations under the Loan Documents.

          (b) Neither any Borrower nor any Subsidiary is in violation of any
law, rule or regulation (including any law, rule or regulation relating to the
protection of the environment or to employee health or safety), or in default
with respect to any judgment, writ, injunction or decree of any Governmental
Authority, where such violation or default would be reasonably likely to result
in a Material Adverse Effect.

          SECTION 3.07. Federal Reserve Regulations. (a) Neither any Borrower
nor any Subsidiary that will receive proceeds of the Loans hereunder is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying Margin Stock.

          (b) No part of the proceeds of any Loan will be used, whether directly
or indirectly, and whether immediately, incidentally or ultimately, to purchase
or carry Margin Stock or to refund indebtedness originally incurred for such
purpose, or for any other purpose which entails a violation of, or which is
inconsistent with, the provisions of the Margin Regulations.


                                       40

<PAGE>

          SECTION 3.08. Investment Company Act; Public Utility Holding Company
Act. No Borrower is (a) an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940 (the "1940 Act") or (b) a
"holding company" as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935.

          SECTION 3.09. Use of Proceeds. All proceeds of the Loans and Letters
of Credit shall be used for the purposes referred to in the recitals to this
Agreement and in accordance with the provisions of Section 3.07.

          SECTION 3.10. Full Disclosure; No Material Misstatements. None of the
representations or warranties made by any Borrower in connection with this
Agreement as of the date such representations and warranties are made or deemed
made, and no report, financial statement or other information furnished by or on
behalf of any Borrower to the Administrative Agent or any Lender pursuant to or
in connection with this Agreement or the credit facilities established hereby,
contains or will contain any material misstatement of fact or omits or will omit
to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were or will be made, not
misleading.

          SECTION 3.11. Taxes. Each Borrower and each of the Significant
Subsidiaries have filed or caused to be filed all Federal, state and local tax
returns which are required to be filed by them, and have paid or caused to be
paid all taxes shown to be due and payable on such returns or on any assessments
received by any of them, other than any taxes or assessments the validity of
which is being contested in good faith by appropriate proceedings, and with
respect to which appropriate accounting reserves have to the extent required by
GAAP been set aside.

          SECTION 3.12. Employee Pension Benefit Plans. No ERISA Event has
occurred or is reasonably expected to occur that, when taken together with all
other ERISA Events for which liability is reasonably expected to occur, could
reasonably be expected to result in a Material Adverse Effect. The present value
of all accumulated benefit obligations under each Plan (based on the assumptions
used for purposes of Statement of Financial Accounting Standards No. 87) did
not, as of the date of the most recent financial statements reflecting such
amounts, exceed the fair market value of the assets of such Plan by an amount
that could reasonably be expected to result in a Material Adverse Effect, and
the present value of all accumulated benefit obligations of all underfunded
Plans (based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed the fair market value of
the assets of all such underfunded Plans by an amount that could reasonably be
expected to result in a Material Adverse Effect.

          SECTION 3.13. OFAC. None of the Borrowers, nor any of their respective
Affiliates, is in violation of (i) any of the foreign assets control regulations
of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
amended) or any enabling legislation or executive order relating thereto, (ii)
Executive Order No. 13,224, 66 Fed Reg 49,079 (2001), issued by the President of
the United States (Executive Order Blocking Property and Prohibiting
Transactions with Persons Who


                                       41

<PAGE>

Commit, Threaten to Commit or Support Terrorism) or (iii) the anti-money
laundering provisions of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the "USA Patriot Act") amending the Bank
Secrecy Act, 31 U.S.C. Section 5311 et seq and any other laws relating to
terrorism or money laundering.

                                   ARTICLE IV

                              CONDITIONS OF LENDING

          The obligations of the Lenders to make Loans and of the Issuing Banks
to issue Letters of Credit hereunder are subject to the satisfaction of the
following conditions:

          SECTION 4.01. All Extensions of Credit. On the date of each Borrowing
and on the date of each issuance of a Letter of Credit:

          (a) The Administrative Agent shall have received a notice of such
Borrowing as required by Section 2.03 or Section 2.04, as applicable, or, in the
case of the issuance of a Letter of Credit, the applicable Issuing Bank shall
have been selected to issue such Letter of Credit as contemplated by Section
2.05.

          (b) The representations and warranties set forth in Article III hereof
(except those contained in Sections 3.05(b) and 3.06(a)) shall be true and
correct in all material respects on and as of the date of such Borrowing or
issuance of a Letter of Credit with the same effect as though made on and as of
such date, except to the extent such representations and warranties expressly
relate to an earlier date, in which case on and as of such earlier date.

          (c) At the time of and immediately after such Borrowing or issuance of
a Letter of Credit no Event of Default or Default shall have occurred and be
continuing.

          Each Borrowing and issuance of a Letter of Credit shall be deemed to
constitute a representation and warranty by each Borrower on the date of such
Borrowing or issuance of a Letter of Credit as to the matters specified in
paragraphs (b) and (c) of this Section 4.01.

          SECTION 4.02. Effective Date. On the Effective Date:

          (a) The Administrative Agent shall have received a favorable written
opinion of Kathleen Stolar, Esq., dated the Effective Date and addressed to the
Lenders and satisfactory to the Lenders, the Administrative Agent and Cravath,
Swaine & Moore LLP, counsel for the Administrative Agent, to the effect set
forth in Exhibit C hereto.

          (b) The Administrative Agent shall have received (i) a copy of the
certificate of incorporation, including all amendments thereto, of the Company,
certified as of a recent date by the Secretary of State of its state of
incorporation, and a certificate as to the existence of the Company as of a
recent date from such Secretary of State; (ii) a certificate of the Secretary or
an Assistant Secretary of the Company dated the Effective Date and certifying
(A) that attached thereto is a true and complete copy of the by-laws of the
Company as in effect on the Effective Date and at all times since a date prior
to the


                                       42

<PAGE>

date of the resolutions described in clause (B) below, (B) that attached thereto
is a true and complete copy of resolutions duly adopted by the Board of
Directors of the Company authorizing the execution, delivery and performance of
this Agreement and the Borrowings hereunder, and that such resolutions have not
been modified, rescinded or amended and are in full force and effect, (C) that
the certificate of incorporation referred to in clause (i) above has not been
amended since the date of the last amendment thereto shown on the certificate of
existence furnished pursuant to such clause (i) and (D) as to the incumbency and
specimen signature of each officer executing this Agreement or any other
document delivered in connection herewith on behalf of the Company; and (iii) a
certificate of another officer of the Company as to the incumbency and specimen
signature of the Secretary or Assistant Secretary executing the certificate
pursuant to (ii) above.

          (c) The Administrative Agent shall have received a certificate, dated
the Effective Date and signed by a Financial Officer of the Company, confirming
compliance with the conditions precedent set forth in paragraphs (b) and (c) of
Section 4.01.

          (d) The principal of and accrued and unpaid interest on any loans
outstanding under the Existing Credit Agreement shall have been paid in full,
all other amounts due under the Existing Credit Agreement shall have been paid
in full, all letters of credit issued under the Existing Credit Agreement shall
have been terminated and the commitments of the lenders and issuing banks under
the Existing Credit Agreement shall have been permanently terminated.

          (e) The Administrative Agent shall have received any Fees or other
amounts due and payable on or prior to the Effective Date.

          SECTION 4.03. First Borrowing by Each Borrowing Subsidiary. On or
prior to the first date on which Loans are made to or Letters of Credit are
issued for the benefit of any Borrowing Subsidiary:

          (a) The Lenders and any Issuing Banks shall have received the
favorable written opinion of counsel satisfactory to the Administrative Agent,
addressed to the Lenders and satisfactory to the Lenders, the Administrative
Agent and Cravath, Swaine & Moore LLP, counsel for the Administrative Agent, to
the effect set forth in Exhibit C hereto.

          (b) Each Lender and any Issuing Banks shall have received a copy of
the Borrowing Subsidiary Agreement executed by such Borrowing Subsidiary.

                                    ARTICLE V

                                    COVENANTS

          A. Affirmative Covenants. Each Borrower covenants and agrees with each
Lender and the Administrative Agent that so long as this Agreement shall remain
in effect or the principal of or interest on any Loan, any Fees or any other
amounts payable hereunder shall be unpaid or any Letters of Credit have not been
canceled or have not expired or any amounts drawn thereunder have not been
reimbursed in full, unless the


                                       43

<PAGE>

Required Lenders shall otherwise consent in writing, it will, and will cause
each of the Significant Subsidiaries to:

          SECTION 5.01. Existence. Do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate existence, rights
and franchises, except as expressly permitted under Section 5.09; provided,
however, that nothing in this Section shall prevent the abandonment or
termination of the existence, rights or franchises of any Significant Subsidiary
or any rights or franchises of any Borrower if such abandonment or termination
is in the best interests of the Borrowers and is not disadvantageous in any
material respect to the Lenders.

          SECTION 5.02. Business and Properties. Comply in all material respects
with all applicable laws, rules, regulations and orders of any Governmental
Authority (including any of the foregoing relating to the protection of the
environment or to employee health and safety), whether now in effect or
hereafter enacted; and at all times maintain and preserve all property material
to the conduct of its business and keep such property in good repair, working
order and condition and from time to time make, or cause to be made, all needful
and proper repairs, renewals, additions, improvements and replacements thereto
necessary in order that the business carried on in connection therewith may be
properly conducted at all times.

          SECTION 5.03. Financial Statements, Reports, etc. In the case of the
Company, furnish to the Administrative Agent for distribution to each Lender:

          (a) within 120 days after the end of each fiscal year, its
consolidated balance sheet and the related consolidated statements of income and
cash flows showing its consolidated financial condition as of the close of such
fiscal year and the consolidated results of its operations during such year, all
audited by Deloitte & Touche LLP or other independent certified public
accountants of recognized national standing selected by the Company and
accompanied by an opinion of such accountants to the effect that such
consolidated financial statements fairly present its financial condition and
results of operations on a consolidated basis in accordance with GAAP (it being
agreed that the requirements of this paragraph may be satisfied by the delivery
pursuant to paragraph (d) below of an annual report on Form 10-K containing the
foregoing);

          (b) within 90 days after the end of each of the first three fiscal
quarters of each fiscal year, its consolidated balance sheet and related
consolidated statements of income, cash flow and stockholders' equity, showing
its consolidated financial condition as of the close of such fiscal quarter and
the consolidated results of its operations during such fiscal quarter and the
then elapsed portion of the fiscal year, all certified by one of its Financial
Officers as fairly presenting its financial condition and results of operations
on a consolidated basis in accordance with GAAP, subject to normal year-end
audit adjustments (it being agreed that the requirements of this paragraph may
be satisfied by the delivery pursuant to paragraph (d) below of a quarterly
report on Form 10-Q containing the foregoing);

          (c) concurrently with any delivery of financial statements under
paragraph (a) or (b) above, a certificate of a Financial Officer certifying
that, to the best of such Financial Officer's knowledge, no Event of Default or
Default has occurred or, if


                                       44

<PAGE>

such an Event of Default or Default has occurred, specifying the nature and
extent thereof and any corrective action taken or proposed to be taken with
respect thereto;

          (d) promptly after the same become publicly available, copies of all
reports on forms 10-K, 10-Q and 8-K filed by it with the SEC, or any
Governmental Authority succeeding to any of or all the functions of the SEC, or,
in the case of the Company, copies of all reports distributed to its
shareholders, as the case may be;

          (e) promptly, from time to time, such other information as any Lender
shall reasonably request through the Administrative Agent; and

          (f) concurrently with any delivery of financial statements under
paragraph (a) or (b) above, calculations of the financial test referred to in
Section 5.12.

Information required to be delivered to the Administrative Agent pursuant to
this Section 5.03 shall be deemed to have been distributed to the Lenders if
such information, or one or more annual or quarterly reports containing such
information, shall have been posted by the Administrative Agent on an IntraLinks
or similar site to which the Lenders have been granted access or shall be
available on the website of the Securities and Exchange Commission at
http://www.sec.gov (and a confirming electronic correspondence shall have been
delivered or caused to be delivered to the Lenders providing notice of such
posting or availability). Information required to be delivered pursuant to this
Section 5.03 may also be delivered by electronic communications pursuant to
procedures approved by the Administrative Agent.

          SECTION 5.04. Insurance. Keep its insurable properties adequately
insured at all times by financially sound and reputable insurers, and maintain
such other insurance, to such extent and against such risks, including fire and
other risks insured against by extended coverage, as is customary with companies
similarly situated and in the same or similar businesses (it being understood
that the Borrowers and their Significant Subsidiaries may self-insure to the
extent customary with companies similarly situated and in the same or similar
businesses).

          SECTION 5.05. Obligations and Taxes. Pay and discharge promptly when
due all taxes, assessments and governmental charges imposed upon it or upon its
income or profits or in respect of its property, as well as all other material
liabilities, in each case before the same shall become delinquent or in default
and before penalties accrue thereon, unless and to the extent that the same are
being contested in good faith by appropriate proceedings and adequate reserves
with respect thereto shall, to the extent required by GAAP, have been set aside.

          SECTION 5.06. Litigation and Other Notices. Give the Administrative
Agent prompt written notice of the following (which the Administrative Agent
shall promptly provide to the Lenders):

          (a) the filing or commencement of, or any written threat or written
notice of intention of any Person to file or commence, any action, suit or
proceeding which is reasonably likely to result in a Material Adverse Effect;


                                       45

<PAGE>

          (b) any Event of Default or Default, specifying the nature and extent
thereof and the action (if any) which is proposed to be taken with respect
thereto; and

          (c) any change in any of the Ratings.

          SECTION 5.07. Maintaining Records; Access to Properties and
Inspections. Maintain financial records in accordance with GAAP and, upon
reasonable notice, at all reasonable times, permit any authorized representative
designated by the Administrative Agent to visit and inspect the properties of
the Company and of any Significant Subsidiary and to discuss the affairs,
finances and condition of the Company and any Significant Subsidiary with a
Financial Officer of the Company and such other officers as the Company shall
deem appropriate.

          SECTION 5.08. Use of Proceeds. Use the proceeds of the Loans only for
the purposes set forth in the recitals to this Agreement.

          B. Negative Covenants. Each Borrower covenants and agrees with each
Lender and the Administrative Agent that so long as this Agreement shall remain
in effect or the principal of or interest on any Loan, any Fees or any other
amounts payable hereunder shall be unpaid or any Letters of Credit have not been
canceled or have not expired or any amounts drawn thereunder have not been
reimbursed in full, unless the Required Lenders shall otherwise consent in
writing, it will not, and will not cause or permit any of the Subsidiaries to:

          SECTION 5.09. Consolidations, Mergers, and Sales of Assets.
Consolidate or merge with or into any other Person or sell, lease or transfer
all or substantially all of its property and assets, or agree to do any of the
foregoing, unless (a) no Default or Event of Default has occurred and is
continuing or would have occurred immediately after giving effect thereto, and
(b) in the case of a consolidation or merger involving the Company and in which
the Company is not the surviving corporation or, in the case where the Company
sells, leases or transfers all or substantially all of its property and assets,
the surviving corporation or Person purchasing, leasing or receiving such
property and assets is organized in the United States of America or a state
thereof and agrees to be bound by the terms and provisions applicable to the
Company hereunder.

          SECTION 5.10. Limitations on Liens. In the case of the Company,
create, suffer to be created, or assume (directly or indirectly) any mortgage,
pledge or other lien upon any Principal Property, or permit any Restricted
Subsidiary to create, suffer to be created, or assume (directly or indirectly)
any mortgage, pledge or other lien upon any Principal Property; provided,
however, that this covenant shall not apply to any of the following:

          (a) any mortgage, pledge or other lien on any Principal Property
hereafter acquired, constructed or improved by the Company or any Restricted
Subsidiary which is created or assumed to secure or provide for the payment of
any part of the purchase price of such property or the cost of such construction
or improvement, or any mortgage, pledge or other lien on any Principal Property
existing at the time of acquisition thereof; provided, however, that the
mortgage, pledge or other lien shall not extend to any Principal Property
theretofore owned by the Company or any Restricted Subsidiary;


                                       46

<PAGE>

          (b) any mortgage, pledge or other lien on any Principal Property
existing on the date of this Agreement as described in Schedule 5.10;

          (c) any mortgage, pledge or other lien existing upon any property of a
company which is merged with or into or is consolidated into, or substantially
all the assets or shares of capital stock of which are acquired by, the Company
or a Restricted Subsidiary, at the time of such merger, consolidation or
acquisition; provided that such mortgage, pledge or other lien does not extend
to any other Principal Property, other than improvements to the property subject
to such mortgage, pledge or other lien;

          (d) any pledge or deposit to secure payment of workers' compensation
or insurance premiums, or in connection with tenders, bids, contracts (other
than contracts for the payment of money) or leases;

          (e) any pledge of, or other lien upon, any assets as security for the
payment of any tax, assessment or other similar charge by any Governmental
Authority or public body, or as security required by law or governmental
regulation as a condition to the transaction of any business or the exercise of
any privilege or right;

          (f) any pledge or lien necessary to secure a stay of any legal or
equitable process in a proceeding to enforce a liability or obligation contested
in good faith by the Company or a Restricted Subsidiary or required in
connection with the institution by the Company or a Restricted Subsidiary of any
legal or equitable proceeding to enforce a right or to obtain a remedy claimed
in good faith by the Company or a Restricted Subsidiary, or required in
connection with any order or decree in any such proceeding or in connection with
any contest of any tax or other governmental charge; or the making of any
deposit with or the giving of any form of security to any governmental agency or
any body created or approved by law or governmental regulation in order to
entitle the Company or a Restricted Subsidiary to maintain self-insurance or to
participate in any fund in connection with workers' compensation, unemployment
insurance, old age pensions or other social security or to share in any
provisions or other benefits provided for companies participating in any such
arrangement or for liability on insurance of credits or other risks;

          (g) any mechanics', carriers', workmen's, repairmen's, or other like
liens, if arising in the ordinary course of business, in respect of obligations
which are not overdue or liability for which is being contested in good faith by
appropriate proceedings;

          (h) any lien or encumbrance on property in favor of the United States
of America, or of any agency, department or other instrumentality thereof, to
secure partial, progress or advance payments pursuant to the provisions of any
contract;

          (i) any mortgage, pledge or other lien securing any indebtedness
incurred in any manner to finance or recover the cost to the Company or any
Restricted Subsidiary of any physical property, real or personal, which prior to
or simultaneously with the creation of such indebtedness shall have been leased
by the Company or a Restricted Subsidiary to the United States of America or a
department or agency thereof at an aggregate rental, payable during that portion
of the initial term of such lease (without giving effect to any options of
renewal or extension) which shall be unexpired at the date of the creation of
such indebtedness, sufficient (taken together with any amounts required


                                       47

<PAGE>

to be paid by the lessee to the lessor upon any termination of such lease) to
pay in full at the stated maturity date or dates thereof the principal of and
the interest on such indebtedness;

          (j) any mortgage, pledge or other lien securing indebtedness of a
Restricted Subsidiary to the Company or a Restricted Subsidiary, provided that
in the case of any sale or other disposition of such indebtedness by the Company
or such Restricted Subsidiary, such sale or other disposition shall be deemed to
constitute the creation of another mortgage, pledge or other lien not permitted
by this clause (j);

          (k) any mortgage, pledge or other lien affecting property of the
Company or any Restricted Subsidiary securing indebtedness of the United States
of America or a State thereof (or any instrumentality or agency of either
thereof) issued in connection with a pollution control or abatement program
required in the opinion of the Company to meet environmental criteria with
respect to manufacturing or processing operations of the Company or any
Restricted Subsidiary and the proceeds of which indebtedness have financed the
cost of acquisition of such program;

          (l) the renewal, extension, replacement or refunding of any mortgage,
pledge, lien, deposit, charge or other encumbrance permitted by the foregoing
provisions of this covenant upon the same property theretofore subject thereto,
or the renewal, extension, replacement or refunding of the amount secured
thereby, provided that in each case such amount outstanding at that time shall
not be increased; or

          (m) any other mortgage, pledge or other lien, provided that
immediately after the creation or assumption of such mortgage, pledge or other
lien, the total of (x) the aggregate principal amount of indebtedness of the
Company and all Restricted Subsidiaries secured by all mortgages, pledges and
other liens created or assumed under the provisions of this clause (m), plus (y)
the aggregate amount of Capitalized Lease-Back Obligations of the Company and
Restricted Subsidiaries under the entire unexpired terms of all leases entered
into in connection with sale and lease-back transactions which would have been
precluded by the provisions of Section 5.11 but for the satisfaction of the
condition set forth in clause (b) thereof, shall not exceed an amount equal to
5% of Consolidated Net Tangible Assets.

The lease of any property by the Company or a Restricted Subsidiary and rental
obligations with respect thereto (whether or not arising out of a sale and
lease-back of properties and whether or not in accordance with GAAP such
property is carried as an asset and such rental obligations are carried as
indebtedness on the Company's or a Restricted Subsidiary's balance sheet) shall
not in any event be deemed to be the creation of a mortgage, pledge or other
lien.

          SECTION 5.11. Limitations on Sale and Leaseback Transactions. In the
case of the Company or any Restricted Subsidiary, enter into any arrangement
with any Person providing for the leasing by the Company or any Restricted
Subsidiary of any Principal Property (except for temporary leases for a term of
not more than three years and except for leases between the Company and a
Restricted Subsidiary or between Restricted Subsidiaries), which property has
been or is to be sold or transferred by the Company or such Restricted
Subsidiary to such Person more than 120 days after the


                                       48

<PAGE>

acquisition thereof or the completion of construction and commencement of full
operation thereof, unless either (a) the Company shall apply an amount equal to
the greater of the Fair Value of such property or the net proceeds of such sale,
within 120 days of the effective date of any such arrangement, to the retirement
(other than any mandatory retirement or by way of payment at maturity) of
Indebtedness or to the acquisition, construction, development or improvement of
properties, facilities or equipment used for operating purposes which are, or
upon such acquisition, construction, development or improvement will be, a
Principal Property or a part thereof; or (b) at the time of entering into such
arrangement, such Principal Property could have been subjected to a mortgage,
pledge or other lien securing indebtedness of the Company or a Restricted
Subsidiary in a principal amount equal to the Capitalized Lease-Back Obligations
with respect to such Principal Property under paragraph (m) of Section 5.10.

          SECTION 5.12. Consolidated EBITDA to Consolidated Interest Expense.
Permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest
Expense, each as calculated for any period of the four prior consecutive fiscal
quarters, to be less than 3.5 to 1.0.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

          In case of the happening of any of the following events (each an
"Event of Default"):

          (a) any representation or warranty made or deemed made in or in
connection with the execution and delivery of this Agreement or the Borrowings
or issuances of Letters of Credit hereunder shall prove to have been false or
misleading in any material respect when so made, deemed made or furnished;

          (b) default shall be made in the payment of any principal of any Loan
or the reimbursement with respect to any L/C Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment thereof or by acceleration thereof or otherwise;

          (c) default shall be made in the payment of any interest on any Loan
or L/C Disbursement or any Fee or any other amount (other than an amount
referred to in paragraph (b) above) due hereunder, when and as the same shall
become due and payable, and such default shall continue unremedied for a period
of ten days;

          (d) default shall be made in the due observance or performance of any
covenant, condition or agreement contained in Section 5.01, 5.09, 5.10, 5.11 or
5.12, and, in the case of any default under Section 5.10, such default shall
continue for 30 days;

          (e) default shall be made in the due observance or performance of any
covenant, condition or agreement contained herein or in any other Loan Document
(other than those specified in clauses (b), (c) or (d) above) and such default
shall continue unremedied for a period of 30 days after notice thereof from the
Administrative Agent or any Lender to the Company;


                                       49

<PAGE>

          (f) the Company or any Subsidiary shall (i) fail to pay any principal
or interest, regardless of amount, due in respect of any Indebtedness in a
principal amount in excess of $50,000,000, beyond the period of grace, if any,
provided in the agreement or instrument under which such Indebtedness was
created, or (ii) fail to observe or perform any other term, covenant, condition
or agreement contained in any agreement or instrument evidencing or governing
any such Indebtedness, or any other event shall occur or condition shall exist,
beyond the period of grace, if any, provided in such agreement or instrument, if
the effect of any failure referred to in this clause (ii) is to cause, or to
permit the holder or holders of such Indebtedness or a trustee on its or their
behalf (with or without the giving of notice) to cause, such Indebtedness to
become due prior to its stated maturity;

          (g) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed in a court of competent jurisdiction seeking (i) relief
in respect of the Company, or of a substantial part of the property or assets of
the Company or any Subsidiary with assets having gross book value in excess of
$25,000,000, under Title 11 of the United States Code, as now constituted or
hereafter amended, or any other Federal or state bankruptcy, insolvency,
receivership or similar law, (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the Company or for
a substantial part of the property or assets of the Company or any Subsidiary
with assets having gross book value in excess of $25,000,000 or (iii) the
winding up or liquidation of the Company; and such proceeding or petition shall
continue undismissed for 60 days or an order or decree approving or ordering any
of the foregoing shall be entered;

          (h) the Company or any Subsidiary with assets having a gross book
value in excess of $25,000,000 shall (i) voluntarily commence any proceeding or
file any petition seeking relief under Title 11 of the United States Code, as
now constituted or hereafter amended, or any other Federal or state bankruptcy,
insolvency, receivership or similar law, (ii) consent to the institution of, or
fail to contest in a timely and appropriate manner, any proceeding or the filing
of any petition described in (g) above, (iii) apply for or consent to the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Company or for a substantial part of the property or
assets of the Company, (iv) file an answer admitting the material allegations of
a petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors, (vi) become unable, admit in writing
its inability or fail generally to pay its debts as they become due or (vii)
take any action for the purpose of effecting any of the foregoing;

          (i) one or more final judgments shall be entered by any court against
the Company or any of the Subsidiaries for the payment of money in an aggregate
amount in excess of $100,000,000 and such judgment or judgments shall not have
been paid, covered by insurance, discharged or stayed for a period of 60 days,
or a warrant of attachment or execution or similar process shall have been
issued or levied against property of the Company or any of the Subsidiaries to
enforce any such judgment or judgments;

          (j) an ERISA Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with all other such ERISA Events, could
reasonably be expected to result in a Material Adverse Effect; or


                                       50

<PAGE>

          (k) a Change in Control shall occur;

then, and in every such event (other than an event with respect to any Borrower
described in paragraph (g) or (h) above), and at any time thereafter during the
continuance of such event, the Administrative Agent, at the request of the
Required Lenders, shall, by notice to the Company, take any or all of the
following actions, at the same or different times: (i) terminate forthwith the
Commitments, (ii) declare the Loans then outstanding to be forthwith due and
payable in whole or in part, whereupon the principal of the Loans so declared to
be due and payable, together with accrued interest thereon and any unpaid
accrued Fees and all other liabilities of the Borrowers accrued hereunder,
without presentment, demand, protest or any other notice of any kind, all of
which are hereby expressly waived anything contained herein to the contrary
notwithstanding, (iii) require the Borrowers to deposit with the Administrative
Agent cash collateral in an amount equal to the aggregate L/C Exposures to
secure the Borrowers' reimbursement obligations under Section 2.05; and, in the
case of any event with respect to any Borrower described in paragraph (g) or (h)
above, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and any unpaid
accrued Fees and all other liabilities of the Borrowers accrued hereunder shall
automatically become due and payable, without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived anything
contained herein to the contrary notwithstanding, and the Borrowers shall
deposit with the Administrative Agent cash collateral in an amount equal to the
aggregate L/C Exposure to secure the Borrowers' reimbursement obligations under
Section 2.05.

                                   ARTICLE VII

                                    GUARANTEE

          The Company unconditionally and irrevocably guarantees the due and
punctual payment and performance, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise, of the
Guaranteed Obligations. The Company further agrees that the Guaranteed
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from it and that it will remain bound upon its guarantee
notwithstanding any extension or renewal of any Guaranteed Obligations.

          The Company waives presentment to, demand of payment from and protest
to the Borrowing Subsidiaries of any of the Guaranteed Obligations, and also
waives notice of acceptance of its guarantee and notice of protest for
nonpayment. The obligations of the Company hereunder shall not be affected by
(a) the failure of any Lender to assert any claim or demand or to enforce any
right or remedy against the Borrowing Subsidiaries under the provisions of any
Loan Document or otherwise; (b) any rescission, waiver, amendment or
modification of any of the terms or provisions of any Loan Document, any
guarantee or any other agreement; or (c) the failure of any Lender to exercise
any right or remedy against any other guarantor of the Guaranteed Obligations.

          The Company further agrees that its guarantee constitutes a guarantee
of payment when due and not of collection, and waives any right to require that
any resort be had by the Administrative Agent or any Lender to any security, if
any, held for


                                       51

<PAGE>

payment of the Guaranteed Obligations or to any balance of any deposit account
or credit on its books, in favor of the Borrowing Subsidiaries or any other
Person.

          The obligations of the Company hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of the
Guaranteed Obligations or otherwise. Without limiting the generality of the
foregoing, the obligations of the Company hereunder shall not be discharged or
impaired or otherwise affected by the failure of the Administrative Agent or any
Lender to assert any claim or demand or to enforce any remedy under any Loan
Document, any guarantee or any other agreement, by any waiver or modification of
any provision thereof, by any default, failure or delay, wilful or otherwise, in
the performance of the Guaranteed Obligations, or by any other act or omission
which may or might in any manner or to any extent vary the risk of the Company
or otherwise operate as a discharge of the Company as a matter of law or equity.

          To the extent permitted by applicable law, the Company waives any
defense based on or arising out of any defense available to the Borrowing
Subsidiaries, including any defense based on or arising out of any disability of
the Borrowing Subsidiaries, or the unenforceability of the Guaranteed
Obligations or any part thereof from any cause, or the cessation from any cause
of the liability of the Borrowing Subsidiaries, other than final payment in full
of the Guaranteed Obligations. The Administrative Agent and the Lenders may, at
their election, foreclose on any security held by one or more of them by one or
more judicial or non-judicial sales, or exercise any other right or remedy
available to them against the Borrowing Subsidiaries, or any security without
affecting or impairing in any way the liability of the Company hereunder except
to the extent the Guaranteed Obligations have been fully, finally and
indefeasibly paid. The Company waives any defense arising out of any such
election even though such election operates to impair or to extinguish any right
of reimbursement or subrogation or other right or remedy of the Company against
the Borrowing Subsidiaries or any security.

          The Company further agrees that its guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of principal of or interest on any Guaranteed Obligation is
rescinded or must otherwise be restored by any Lender upon the bankruptcy or
reorganization of any Borrowing Subsidiary or otherwise.

          In furtherance of the foregoing and not in limitation of any other
right which the Administrative Agent or any Lender may have at law or in equity
against the Company by virtue hereof, upon the failure of any Borrowing
Subsidiary to pay any Guaranteed Obligation when and as the same shall become
due, whether at maturity, by acceleration, after notice of prepayment or
otherwise, the Company hereby promises to and will, upon receipt of written
demand by the Administrative Agent or any Lender, forthwith pay or cause to be
paid to the Administrative Agent or such Lender in cash the amount of such
unpaid Guaranteed Obligation.


                                       52

<PAGE>

          The Company hereby irrevocably waives and releases any and all rights
of subrogation, indemnification, reimbursement and similar rights which it may
have against or in respect of the Borrowing Subsidiaries at any time relating to
the Guaranteed Obligations, including all rights that would result in its being
deemed a "creditor" of the Borrowing Subsidiaries under the United States Code
as now in effect or hereafter amended, or any comparable provision of any
successor statute.

                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

          Each of the Lenders and the Issuing Banks hereby irrevocably appoints
the Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf and to exercise such powers as are delegated to
the Administrative Agent by the terms of the Loan Documents, together with such
actions and powers as are reasonably incidental thereto.

          Any bank serving as Administrative Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with the Company or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.

          The Administrative Agent shall not have any duties or obligations
except those expressly set forth in the Loan Documents. Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty
to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent is required to exercise in writing by the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 9.07), and (c) except as
expressly set forth in the Loan Documents, the Administrative Agent shall not
have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to the Company or any of its Subsidiaries that is
communicated to or obtained by any bank serving as Administrative Agent or any
of its Affiliates in any capacity. The Administrative Agent shall not be liable
for any action taken or not taken by it with the consent or at the request of
the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary under the circumstances as provided in Section 9.07) or in the
absence of its own gross negligence or wilful misconduct. The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until
written notice thereof is given to the Administrative Agent, by the Company or a
Lender, and the Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with any Loan Document, (ii) the contents of any
certificate, report or other document delivered thereunder or in connection
therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth in any Loan Document, (iv) the
validity, enforceability, effectiveness or genuineness of any Loan Document or


                                       53

<PAGE>

any other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article IV or elsewhere in any Loan Document, other than
to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

          The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by them to be genuine
and to have been signed or sent by the proper Person. The Administrative Agent
also may rely upon any statement made to them orally or by telephone and
believed by them to be made by the proper Person, and shall not incur any
liability for relying thereon. The Administrative Agent may consult with legal
counsel (who may be counsel for the Company), independent accountants and other
experts selected by them, and shall not be liable for any action taken or not
taken by them in accordance with the advice of any such counsel, accountants or
experts.

          The Administrative Agent may perform any and all of its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Affiliates. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Affiliates of the
Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities the Administrative Agent.

          Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders, the Issuing Banks and the Company.
Upon any such resignation, the Required Lenders shall have the right, in
consultation with the Company, to appoint a successor. If no successor shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may, on behalf of the
Lenders and the Issuing Banks, appoint a successor Administrative Agent which
shall be a commercial bank with an office in New York, New York, having a
combined capital and surplus of at least $500,000,000 or an Affiliate of any
such bank. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall 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 hereunder. The fees payable by the Company to the successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Company and such successor. After the
Administrative Agent's resignation hereunder, the provisions of this Article and
Section 9.05 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Affiliates in respect
of any actions taken or omitted to be taken by any of them while it was acting
as Administrative Agent or sub-agent, as the case may be.

          Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to


                                       54

<PAGE>

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 from time to time
deem appropriate, continue to make its own decisions in taking or not taking
action under or based upon this Agreement, any other Loan Document or related
agreement or any document furnished hereunder or thereunder.

          It is agreed that the Syndication Agents and Documentation Agent
shall, in their capacities as such, have no duties or responsibilities under
this Agreement or liability in connection with this Agreement. None of the
Syndication Agents and Documentation Agent, in their capacities as such, has or
is deemed to have any fiduciary relationship with any Lender.

                                   ARTICLE IX

                                  MISCELLANEOUS

          SECTION 9.01. Notices. Notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed or sent by telecopy, or delivered by electronic communications,
as follows:

          (a) if to any Borrower, to ITT Industries, Inc., Red Oak Corporate
Park, 4 West Red Oak Lane, White Plains, New York 10604, Attention of Donald E.
Foley, Senior Vice President - Treasurer and Director of Taxes (Telecopy No.
914-696-2972; E-mail: Donald.foley@itt.com ), as agent for such Borrower;

          (b) if to the Administrative Agent, to JPMorgan Chase Bank, Loan and
Agency Services Group, 1111 Fannin Street, Floor 10, Houston, TX 77022,
Attention of Jen Yi Lin (Telecopy No. 713-750-2932; E-mail:
jenyi.lin@jpmchase.com), with a copy to JPMorgan Chase Bank at 270 Park Avenue,
New York, New York 10017, Attention of Anthony White (Telecopy No. 212-270-3279;
E-mail: anthony.w.white@jpmorgan.com), Re: ITT Industries, Inc.; and

          (c) if to a Lender, to it at its address (or telecopy number or e-mail
address) set forth in the Administrative Questionnaire provided by it to the
Administrative Agent.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by
telecopy or electronic communication to such party as provided in this Section
or in accordance with the latest unrevoked direction from such party given in
accordance with this Section. Notices and other communications pursuant to
Article II and other communications under this Agreement that require the
signature of the sender may not be delivered or furnished by electronic
communications, and shall only be delivered by any of the other methods set
forth above; provided, however, that a signed notice or communication that is
sent as an attachment to an electronic communication shall be deemed to have
been sent by telecopy.


                                       55

<PAGE>

          SECTION 9.02. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Borrowers herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the
Lenders and the Issuing Banks and shall survive the making by the Lenders of the
Loans and issuance of Letters of Credit regardless of any investigation made by
the Lenders or the Issuing Banks or on their behalf, and shall continue in full
force and effect as long as the principal of or any accrued interest on any Loan
or any Fee or any other amount payable under this Agreement is outstanding and
unpaid, any Letter of Credit is outstanding or the Commitments have not been
terminated. The provisions of Sections 2.14, 2.16, 2.20 and 9.05 shall remain
operative and in full force and effect regardless of the expiration of the term
of this Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Loans, the expiration of any Letter of Credit, the
expiration of the Commitments, the invalidity or unenforceability of any term or
provision of this Agreement, or any investigation made by or on behalf of the
Administrative Agent or any Lender.

          SECTION 9.03. Binding Effect. This Agreement shall become effective on
the Effective Date and when it shall have been executed by the Company and the
Administrative Agent and when the Administrative Agent shall have received
copies hereof (telecopied or otherwise) which, when taken together, bear the
signature of each Lender, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns,
except that the Borrowers shall not have the right to assign any rights
hereunder or any interest herein without the prior consent of all the Lenders.

          SECTION 9.04. Successors and Assigns. (a) Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the successors and assigns of such party; and all covenants, promises
and agreements by or on behalf of any party that are contained in this Agreement
shall bind and inure to the benefit of its successors and assigns.

          (b) Each Lender may assign to one or more assignees all or a portion
of its interests, rights and obligations under this Agreement (including all or
a portion of its Commitment and the Loans at the time owing to it); provided,
however, that (i) such assignment shall be subject to the prior written consent
(not to be unreasonably withheld) of: (1) the Company, unless (x) the assignee
is a Lender or an Affiliate of a Lender, or (y) an Event of Default has occurred
and is continuing, (2) the Administrative Agent, and (3) each Issuing Bank, (ii)
the parties to each such assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, and a processing and
recordation fee of $3,500, (iii) the assignee, if it shall not be a Lender,
shall deliver to the Administrative Agent an Administrative Questionnaire, and
(iv) the amount of the Commitment assigned (determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $5,000,000, except in the event
that the amount of the Commitment of such assigning Lender remaining after such
assignment shall be zero. Upon acceptance and recording pursuant to paragraph
(e) of this Section, from and after the effective date specified in each
Assignment and Assumption, which effective date shall be at least five Business
Days after the execution thereof, (A) the assignee thereunder shall be a party
hereto and,


                                       56

<PAGE>

to the extent of the interest assigned by such Assignment and Assumption, have
the rights and obligations of a Lender under this Agreement and (B) the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption 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 (but shall continue to
be entitled to the benefits of Sections 2.14, 2.16, 2.20 and 9.05, as well as to
any Fees accrued for its account hereunder and not yet paid)). Notwithstanding
the foregoing, any Lender assigning its rights and obligations under this
Agreement may retain any Competitive Loans made by it outstanding at such time,
and in such case shall retain its rights hereunder in respect of any Loans so
retained until such Loans have been repaid in full in accordance with this
Agreement.

          (c) By executing and delivering an Assignment and Assumption, the
assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim, (ii)
except as set forth in (i) above, 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 or the financial condition of the Borrowers or the performance or
observance by the Borrowers of any obligations under this Agreement or any other
instrument or document furnished pursuant hereto; (iii) such assignee represents
and warrants that it is legally authorized to enter into such Assignment and
Assumption; (iv) such assignee confirms that it has received a copy of this
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 5.03 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 Assumption; (v) 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; (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 the obligations which by the terms of
this Agreement are required to be performed by it as a Lender.

          (d) The Administrative Agent shall maintain at one of its offices in
The City of New York a copy of each Assignment and Assumption delivered to it
and a register for the recordation of the names and addresses of the Lenders,
and the Commitment of, and the principal amount of the Loans owing to, each
Lender pursuant to the terms hereof from time to time (the "Register"). The
entries in the Register shall be conclusive in the absence of manifest error and
the Borrowers, the Administrative Agent, the Issuing Banks and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this


                                       57

<PAGE>

Agreement. The Register shall be available for inspection by each party hereto,
at any reasonable time and from time to time upon reasonable prior notice.

          (e) Upon its receipt of a duly completed Assignment and Assumption
executed by an assigning Lender and an assignee together with an Administrative
Questionnaire completed in respect of the assignee (unless the assignee shall
already be a Lender hereunder), the processing and recordation fee referred to
in paragraph (b) above and the written consent of the Company to such
assignment, the Administrative Agent shall (i) accept such Assignment and
Assumption and (ii) record the information contained therein in the Register.

          (f) Each Lender may sell participations to one or more banks or other
entities (each, a "Participant") in all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans owing to it); provided, however, that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, (iii) each Participant shall be entitled to the benefit of the
cost protection provisions contained in Sections 2.14, 2.16 and 2.20 to the same
extent as if it were the selling Lender (and limited to the amount that could
have been claimed by the selling Lender had it continued to hold the interest of
such Participant), except that all claims made pursuant to such Sections shall
be made through such selling Lender, and (iv) the Borrowers, the Administrative
Agent, the Issuing Banks and the other Lenders shall continue to deal solely and
directly with such selling Lender in connection with such Lender's rights and
obligations under this Agreement. In no event shall a Lender that sells a
participation agree with the Participant to take or refrain from taking any
action hereunder except that such Lender may agree with the Participant that it
will not, without the consent of the Participant, agree to (i) increase or
extend the term of such Lender's Commitment, or extend the time or waive any
requirement for the reduction or termination, of such Lender's Commitment, (ii)
extend the date fixed for the payment of principal of or interest on the related
Loans or any portion of any fee hereunder payable to the Participant, (iii)
reduce the amount of any such payment of principal or (iv) reduce the rate at
which interest is payable thereon, or any fee hereunder payable to the
Participant, to a level below the rate at which the Participant is entitled to
receive such interest or fee.

          (g) Any Lender or participant may, in connection with any assignment
or participation or proposed assignment or participation pursuant to this
Section, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrowers furnished to such Lender;
provided that, prior to any such disclosure, each such assignee or participant
or proposed assignee or participant shall execute an agreement for the benefit
of the Company whereby such assignee or participant shall agree (subject to
customary exceptions) to preserve the confidentiality of any such information.

          (h) The Borrowers shall not assign or delegate any rights and duties
hereunder without the prior written consent of all Lenders.

          (i) Any Lender may at any time pledge all or any portion of its rights
under this Agreement to a Federal Reserve Bank; provided that no such pledge
shall


                                       58

<PAGE>

release any Lender from its obligations hereunder or substitute any such Bank
for such Lender as a party hereto. In order to facilitate such an assignment to
a Federal Reserve Bank, each Borrower shall, at the request of the assigning
Lender, duly execute and deliver to the assigning Lender a promissory note or
notes evidencing the Loans made to such Borrower by the assigning Lender
hereunder in the form of Exhibit F.

          SECTION 9.05. Expenses; Indemnity. (a) The Borrowers agree to pay all
reasonable out-of-pocket expenses incurred by the Administrative Agent and its
Affiliates in connection with the arrangement of the credit facility established
hereby and the preparation, execution and delivery of this Agreement or in
connection with any amendments, modifications or waivers of the provisions
hereof, or incurred by the Administrative Agent or any Lender in connection with
the administration, enforcement or protection of their rights in connection with
this Agreement or in connection with the Loans made or Letters of Credit issued
hereunder, including the reasonable fees and disbursements of counsel for the
Administrative Agent or, in the case of enforcement, the Lenders.

          (b) The Borrowers agree to indemnify the Administrative Agent, the
Issuing Banks, each Lender, each of their Affiliates and the directors,
officers, employees and agents of the foregoing (each such Person being called
an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related reasonable expenses, including
reasonable counsel fees and expenses, incurred by or asserted against any
Indemnitee arising out of (i) the consummation of the transactions contemplated
by this Agreement, (ii) the use of the proceeds of the Loans or issuance of
Letters of Credit or (iii) any claim, litigation, investigation or proceeding
relating to any of the foregoing, whether or not any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a final judgment of a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
such Indemnitee.

          (c) The provisions of this Section shall remain operative and in full
force and effect regardless of the expiration of the term of this Agreement, the
consummation of the transactions contemplated hereby, the repayment of any of
the Loans, the expiration of any Letter of Credit, the invalidity or
unenforceability of any term or provision of this Agreement or any investigation
made by or on behalf of the Administrative Agent, the Issuing Banks or any
Lender. All amounts due under this Section shall be payable on written demand
therefor.

          SECTION 9.06. APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW.

          SECTION 9.07. Waivers; Amendment. (a) No failure or delay of the
Administrative Agent, the Issuing Banks or any Lender in exercising any power or
right hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a


                                       59

<PAGE>

right or power, preclude any other or further exercise thereof or the exercise
of any other right or power. The rights and remedies of the Administrative
Agent, the Issuing Banks and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies which they would otherwise have. No waiver
of any provision of this Agreement or consent to any departure therefrom shall
in any event be effective unless the same shall be permitted by paragraph (b)
below, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice or demand on any
Borrower or any Subsidiary in any case shall entitle such party to any other or
further notice or demand in similar or other circumstances.

          (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrowers and the Required Lenders; provided that no such
agreement shall (i) increase the Commitment or L/C Exposure of any Lender
without the written consent of such Lender, (ii) reduce the principal amount of
any Loan or L/C Disbursement or reduce the rate of interest thereon, or reduce
any fees payable hereunder, without the written consent of each Lender affected
thereby, (iii) postpone the date of any scheduled payment of the principal
amount of any Loan or L/C Disbursement, or any interest thereon, or any fees
payable hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment, without the written
consent of each Lender affected thereby, (iv) change Section 2.17 or change any
other provision of any Loan Document in a manner that would alter the pro rata
sharing of payments required thereby, without the written consent of each
Lender, (v) change Section 9.04(h), (vi) limit or release the guarantee set
forth in Article VII, or (vii) change any of the provisions of this Section or
the definition of "Required Lenders" or any other provision hereof specifying
the number or percentage of Lenders required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender; provided further that no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent or the Issuing Bank hereunder without the prior written
consent of the Administrative Agent or the Issuing Bank, as the case may be.
Notwithstanding the foregoing, any provision of this Agreement may be amended by
an agreement in writing entered into by the Borrower, the Required Lenders and
the Administrative Agent (and, if its rights or obligations are affected
thereby, the Issuing Bank) if (i) by the terms of such agreement the Commitment
of each Lender not consenting to the amendment provided for therein shall
terminate upon the effectiveness of such amendment and (ii) at the time such
amendment becomes effective, each Lender not consenting thereto receives payment
in full of the principal of and interest accrued on each Loan made by it and all
other amounts owing to it or accrued for its account under this Agreement.

          SECTION 9.08. Entire Agreement. This Agreement and the agreements
referenced in Section 2.07(b) constitute the entire contract among the parties
relative to the subject matter hereof. Any previous agreement among the parties
with respect to the subject matter hereof is superseded by this Agreement.
Nothing in this Agreement, expressed or implied, is intended to confer upon any
party other than the parties hereto any rights, remedies, obligations or
liabilities under or by reason of this Agreement.

          SECTION 9.09. Severability. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in


                                       60

<PAGE>

any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby. The parties shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

          SECTION 9.10. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one contract, and shall become
effective as provided in Section 9.03.

          SECTION 9.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

          SECTION 9.12. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender 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 to or
for the credit or obligations of the Company and any Borrowing Subsidiary now or
hereafter existing under any Loan Document held by such Lender, irrespective of
whether or not such Lender shall have made any demand thereunder and although
such obligations may be unmatured. Each Lender agrees promptly to notify the
Company and the Administrative Agent after such setoff and application made by
such Lender, but the failure to give such notice shall not affect the validity
of such setoff and application. The rights of each Lender under this Section are
in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.

          SECTION 9.13. JURISDICTION; CONSENT TO SERVICE OF PROCESS. (A) EACH
PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR
FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, AND ANY
APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY LETTER OF CREDIT, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT
PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT
A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW. SUBJECT TO THE FOREGOING AND TO PARAGRAPH (B) BELOW, NOTHING IN
THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY HERETO


                                       61

<PAGE>

MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY LETTER OF CREDIT AGAINST ANY OTHER PARTY HERETO IN THE COURTS OF ANY
JURISDICTION.

          (B) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY
NOW OR THEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT IN ANY NEW YORK STATE OR FEDERAL
COURT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

          (C) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 9.01. NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW.

          SECTION 9.14. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATION IN THIS SECTION.

          SECTION 9.15. Addition of Borrowing Subsidiaries. Within two Business
Days after the receipt by the Administrative Agent of a Borrowing Subsidiary
Agreement executed by a Subsidiary and the Company, the Administrative Agent
shall deliver to each Lender a notice of such request to become a Borrowing
Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary
obligates the Administrative Agent or a Lender to comply with "know your
customer" or similar identification procedures in circumstances where the
necessary information is not already available to it, the Administrative Agent
or such Lender shall deliver to the Company, within four Business Days after the
receipt of such Borrowing Subsidiary Agreement, a request to that effect, and
the Company shall, promptly upon receipt of such request, supply such
documentation and other evidence as is reasonably requested by the
Administrative Agent or such Lender in order for the Administrative Agent or
such Lender to carry out and comply with the requirements of the USA Patriot Act
or any other applicable laws and regulations, and, unless the results of such
inquiry conflict with


                                       62

<PAGE>

the requirements of such laws and regulations, or if no such request by the
Administrative Agent or any Lender is made within the time period set forth
above, such Borrowing Subsidiary shall become a party hereto and a Borrower
hereunder with the same effect as if it had been an original party to this
Agreement.

          SECTION 9.16. Conversion of Currencies. (a) If, for the purpose of
obtaining judgment in any court, it is necessary to convert a sum owing
hereunder in one currency into another currency, each party hereto agrees, to
the fullest extent that it may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures in the
relevant jurisdiction the first currency could be purchased with such other
currency on the Business Day immediately preceding the day on which final
judgment is given.

          (b) The obligations of the Borrowers in respect of any sum due to any
party hereto or any holder of the obligations owing hereunder (the "Applicable
Creditor") shall, notwithstanding any judgment in a currency (the "Judgment
Currency") other than the currency in which such sum is stated to be due
hereunder (the "Agreement Currency"), be discharged only to the extent that, on
the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, the Borrowers agree, as a
separate obligation and notwithstanding any such judgment, to indemnify the
Applicable Creditor against such loss. The obligations of the Borrowers
contained in this Section 9.16 shall survive the termination of this Agreement
and the payment of all other amounts owing hereunder.

          SECTION 9.17. USA Patriot Act. Each Lender hereby notifies the
Borrowers that pursuant to the requirements of the USA Patriot Act, it is
required to obtain, verify and record information that identifies the Borrowers,
which information includes the name and address of each Borrower and other
information that will allow such Lender to identify the Borrowers in accordance
with its requirements.


                                       63

<PAGE>

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

                                        ITT INDUSTRIES, INC., as Borrower,


                                        by /s/ Donald E. Foley
                                           -------------------------------------
                                        Name:  Donald E. Foley
                                        Title: Senior Vice President,
                                               Treasurer and Director of Taxes


                                       64

<PAGE>

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


                                        by /s/ Barbara R. Marks
                                           -------------------------------------
                                        Name: Barbara R. Marks
                                        Title: Vice President


                                       65

<PAGE>

                                        DEUTSCHE BANK SECURITIES INC., as
                                        Syndication Agent,


                                        by /s/ Frederick W. Laird
                                           -------------------------------------
                                        Name: Frederick W. Laird
                                        Title: Managing Director


                                        by /s/ Ming K. Chu
                                           -------------------------------------
                                        Name: Ming K. Chu
                                        Title: Vice President


                                        DEUTSCHE BANK AG NEW YORK BRANCH,


                                        by /s/ Frederick W. Laird
                                           -------------------------------------
                                        Name: Frederick W. Laird
                                        Title: Managing Director


                                        by /s/ Ming K. Chu
                                           -------------------------------------
                                        Name: Ming K. Chu
                                        Title: Vice President


                                       66

<PAGE>

                                        CITICORP USA, INC., individually and as
                                        Syndication Agent,


                                        by /s/ Diane L. Pockaj
                                           -------------------------------------
                                        Name: Diane L. Pockaj
                                        Title: Director


                                       67

<PAGE>

                                        THE BANK OF TOKYO-MITSUBISHI LTD., NEW
                                        YORK BRANCH, individually and as
                                        Syndication Agent,


                                        by /s/ Linda Tam
                                           -------------------------------------
                                        Name: Linda Tam
                                        Title: Authorized Signatory


                                       68

<PAGE>

                                        SOCIETE GENERALE, individually and as
                                        Documentation Agent,


                                        by /s/ Maria Iarriccio
                                           -------------------------------------
                                        Name: Maria Iarriccio
                                        Title: Vice President


                                       69

<PAGE>

                                        UBS LOAN FINANCE LLC,


                                        by /s/ Marc Sileo
                                           -------------------------------------
                                        Name: Marc Sileo
                                        Title: Associate Director
                                               Banking Products Services, US


                                        by /s/ Toba Lumbantobing
                                           -------------------------------------
                                        Name: Toba Lumbantobing
                                        Title: Associate Director
                                               Banking Products Services, US


                                       70

<PAGE>

                                        WELLS FARGO BANK, N.A.,


                                        by /s/ Bradley A. Hardy
                                           -------------------------------------
                                        Name: Bradley A. Hardy
                                        Title: Senior Vice President


                                       71

<PAGE>

                                        BANK OF AMERICA, N.A.,


                                        by /s/ John Pocalyko
                                           -------------------------------------
                                        Name: John Pocalyko
                                        Title: Senior Vice President


                                       72

<PAGE>

                                        BARCLAYS BANK PLC,


                                        by /s/ David Barton
                                           -------------------------------------
                                        Name: David Barton
                                        Title: Associate Director


                                       73

<PAGE>

                                        THE NORTHERN TRUST COMPANY,


                                        by /s/ Alex Nikolov
                                           -------------------------------------
                                        Name: Alex Nikolov
                                        Title: Second-Vice President


                                       74

<PAGE>

                                        THE ROYAL BANK OF SCOTLAND PLC,


                                        by /s/ Philippe Sandmeier
                                           -------------------------------------
                                        Name: Philippe Sandmeier
                                        Title: Managing Director


                                       75

<PAGE>

                                        SVENSKA HANDELSBANKEN AB (PUBL),


                                        by /s/ Marcus Ronnestam
                                           -------------------------------------
                                        Name: Marcus Ronnestam
                                        Title: Vice President


                                        by /s/ Mikael Westerback
                                           -------------------------------------
                                        Name: Mikael Westerback
                                        Title: Senior Vice President


                                       76

<PAGE>

                                        BANCA INTESA S.P.A.,


                                        by /s/ John J. Michalisin
                                           -------------------------------------
                                        Name: John J. Michalisin
                                        Title: First Vice President


                                        by /s/ Anthony F. Giobbi
                                           -------------------------------------
                                        Name: Anthony F. Giobbi
                                        Title: First Vice President


                                       77

<PAGE>

                                        U.S. BANK, N.A.,


                                        by /s/ Michael P. Dickman
                                           -------------------------------------
                                        Name: Michael P. Dickman
                                        Title: Vice President


                                       78

<PAGE>

                                        THE BANK OF NEW YORK,


                                        by /s/ Kenneth P. Sneider, Jr.
                                           -------------------------------------
                                        Name: Kenneth P. Sneider, Jr.
                                        Title: Vice President


                                       79

<PAGE>

                                        ING CAPITAL LLC,


                                        by /s/ John Kippax
                                           -------------------------------------
                                        Name: John Kippax
                                        Title: Managing Director


                                       80

<PAGE>

                                        MIZUHO CORPORATE BANK, LTD.,


                                        by /s/ Bertram H. Tang
                                           -------------------------------------
                                        Name: Bertram H. Tang
                                        Title: Senior Vice President &
                                               Team Leader


                                       81

<PAGE>

                                        BANCA NAZIONALE DEL LAVORO SPA,
                                        NEW YORK BRANCH,


                                        by /s/ Donna La Spina
                                           -------------------------------------
                                        Name: Donna La Spina
                                        Title: Relationship Manager


                                        by /s/ Francesco Di Mario
                                           -------------------------------------
                                        Name: Francesco Di Mario
                                        Title: Senior Manager


                                       82

<PAGE>

                                        CREDIT INDUSTRIEL ET COMMERCIAL,


                                        by /s/ Eric Dulot
                                           -------------------------------------
                                        Name: Eric Dulot
                                        Title: Vice President


                                        by /s/ Eric Longuet
                                           -------------------------------------
                                        Name: Eric Longuet
                                        Title: Vice President


                                       83

<PAGE>

                                        MELLON BANK, N.A.,


                                        by /s/ Laurie G. Dunn
                                           -------------------------------------
                                        Name: Laurie G. Dunn
                                        Title: First Vice President


                                       84

<PAGE>

                                        SEB AG MERCHANT BANKING,


                                        by /s/ Peter Grundberg
                                           -------------------------------------
                                        Name: Peter Grundberg
                                        Title: Account Manager


                                       85