EXECUTION COPY



                     3-YEAR REVOLVING CREDIT AGREEMENT
                                $250,000,000



                         DATED AS OF APRIL 2, 2004



                                   AMONG



                                ASHLAND INC.
                                AS BORROWER,



                          THE BANK OF NOVA SCOTIA,
                           AS SOLE LEAD ARRANGER
                                    AND
                      SOLE AND EXCLUSIVE BOOK MANAGER



                               SUNTRUST BANK
                              BANK ONE, N.A.,
                          AS CO-SYNDICATION AGENTS


                      THE ROYAL BANK OF SCOTLAND PLC,
                           AS DOCUMENTATION AGENT


                          THE BANK OF NOVA SCOTIA,
                          AS ADMINISTRATIVE AGENT,


                                    AND


                        THE LENDERS SIGNATORY HERETO





<PAGE>







<TABLE>
<CAPTION>

<S>                                                                                                            <C>
ARTICLE I             Definitions and Accounting Matters.........................................................1
         Section 1.01          Terms Defined Above...............................................................1
         Section 1.02          Certain Defined Terms.............................................................1
         Section 1.03          Accounting Terms and Determinations..............................................13
ARTICLE II            Commitments...............................................................................13
         Section 2.01          Loans............................................................................13
         Section 2.02          Borrowings, Continuations and Conversions........................................14
         Section 2.03          Issuance Procedures, Participations, Disbursements and Reimbursement.............15
         Section 2.04          Changes of Commitments...........................................................17
         Section 2.05          Fees.............................................................................18
         Section 2.06          Several Obligations..............................................................18
         Section 2.07          Notes............................................................................18
         Section 2.08          Prepayments......................................................................19
         Section 2.09          Lending Offices..................................................................19
         Section 2.10          [Reserved].......................................................................19
         Section 2.11          Change in Control................................................................19
ARTICLE III           Payments of Principal and Interest........................................................20
         Section 3.01          Repayment of Loans...............................................................20
         Section 3.02          Maturity of Loans................................................................20
         Section 3.03          Interest.........................................................................20
ARTICLE IV            Payments; Pro Rata Treatment; Computations; Etc...........................................21
         Section 4.01          Payments.........................................................................21
         Section 4.02          Pro Rata Treatment...............................................................22
         Section 4.03          Computations.....................................................................22
         Section 4.04          Non-receipt of Funds by the Administrative Agent.................................22
         Section 4.05          Set-off, Sharing of Payments, Etc................................................23
         Section 4.06          Taxes............................................................................24
ARTICLE V             Capital Adequacy..........................................................................27
         Section 5.01          Additional Costs.................................................................27
         Section 5.02          Limitation on Eurodollar Loans...................................................28
         Section 5.03          Illegality.......................................................................29
         Section 5.04          Base Rate Loans..................................................................29
         Section 5.05          Compensation.....................................................................29
ARTICLE VI            Conditions Precedent......................................................................30
         Section 6.01          Closing and Initial Funding......................................................30
         Section 6.02          Initial and Subsequent Loans and Letters of Credit...............................31
ARTICLE VII           Representations and Warranties............................................................31
         Section 7.01          Existence........................................................................31
         Section 7.02          Financial Condition..............................................................31
         Section 7.03          Litigation.......................................................................32
         Section 7.04          No Breach........................................................................32
         Section 7.05          Authority........................................................................32
         Section 7.06          Approvals........................................................................32
         Section 7.07          Use of Loans and Letters of Credit...............................................32
         Section 7.08          ERISA............................................................................33
         Section 7.09          Taxes............................................................................33
         Section 7.10          No Material Misstatements........................................................34
         Section 7.11          Investment Company Act...........................................................34
         Section 7.12          Public Utility Holding Company Act...............................................34
         Section 7.13          Defaults.........................................................................34
         Section 7.14          Environmental Matters............................................................34
         Section 7.15          Insurance........................................................................35
         Section 7.16          Reportable Transaction...........................................................35
ARTICLE VIII          Affirmative Covenants.....................................................................35
         Section 8.01          Reporting Requirements...........................................................36
         Section 8.02          Litigation.......................................................................37
         Section 8.03          Maintenance, Etc.................................................................37
         Section 8.04          Further Assurances...............................................................37
         Section 8.05          Performance of Obligations.......................................................38
         Section 8.06          ERISA Information and Compliance.................................................38
         Section 8.07          Compliance with Laws.............................................................38
         Section 8.08          Payment of Taxes.................................................................39
ARTICLE IX            Negative Covenants........................................................................39
         Section 9.01          Liens............................................................................39
         Section 9.02          Sales and Leasebacks.............................................................40
         Section 9.03          Mergers, Etc.....................................................................41
         Section 9.04          Proceeds of Notes................................................................41
         Section 9.05          ERISA Compliance.................................................................41
         Section 9.06          Leverage Ratio...................................................................42
         Section 9.07          Transactions with Affiliates.....................................................42
ARTICLE X             Events of Default; Remedies...............................................................42
         Section 10.01         Events of Default................................................................42
         Section 10.02         Remedies.........................................................................44
ARTICLE XI            The Administrative Agent..................................................................45
         Section 11.01         Appointment, Powers and Immunities...............................................45
         Section 11.02         Reliance by Administrative Agent.................................................45
         Section 11.03         Defaults.........................................................................45
         Section 11.04         Rights as a Lender...............................................................46
         Section 11.05         Indemnification..................................................................46
         Section 11.06         Non-Reliance on Administrative Agent and other Lenders...........................46
         Section 11.07         Action by Administrative Agent...................................................47
         Section 11.08         Resignation of Administrative Agent..............................................47
ARTICLE XII           Miscellaneous.............................................................................48
         Section 12.01         Waiver...........................................................................48
         Section 12.02         Notices..........................................................................48
         Section 12.03         Expenses; Indemnity; Damage Waiver...............................................48
         Section 12.04         Amendments, Etc..................................................................50
         Section 12.05         Successors and Assigns...........................................................50
         Section 12.06         Assignments and Participations...................................................50
         Section 12.07         Invalidity.......................................................................52
         Section 12.08         Counterparts.....................................................................52
         Section 12.09         References.......................................................................52
         Section 12.10         Survival.........................................................................53
         Section 12.11         Captions.........................................................................53
         Section 12.12         No Oral Agreements...............................................................53
         Section 12.13         Governing Law; Submission to Jurisdiction........................................53
         Section 12.14         Interest.........................................................................54
         Section 12.15         Confidentiality..................................................................55
         Section 12.16         Effectiveness....................................................................56
         Section 12.17         Termination of Existing Agreement................................................56
         Section 12.18         MAP Disposition..................................................................56
         Section 12.19         USA Patriot Act..................................................................57

</TABLE>

<PAGE>




ANNEX, EXHIBITS AND SCHEDULES:
Annex 1               List of Commitments

Exhibit A-1           Form of Note
Exhibit A-2           [Reserved]
Exhibit B-1           Form of Borrowing, Continuation and Conversion Request
Exhibit B-2           Form of Issuance Request
Exhibit C             Form of Compliance Certificate
Exhibit D             Form of Legal Opinion
Exhibit E             Form of Assignment Agreement
Exhibit F-1           [Reserved]
Exhibit F-2           [Reserved]
Exhibit G             [Reserved]
Exhibit H             [Reserved]

Schedule 7.03         Litigation
Schedule 7.08         Multiemployer Plans
Schedule 7.09         Taxes
Schedule 7.14         Environmental Matters



<PAGE>



                                     2




         This 3-YEAR REVOLVING CREDIT AGREEMENT, dated as of April 2, 2004,
is  among  ASHLAND  INC.,  a  corporation  formed  under  the  laws  of the
Commonwealth  of Kentucky (the  "Borrower");  each of the lenders that is a
signatory hereto or which becomes a signatory hereto as provided in Section
12.06  (individually,  together with its successors and assigns, a "Lender"
and,  collectively,  the  "Lenders");  SUNTRUST  BANK and BANK  ONE,  N.A.,
collectively,  as co-syndication  agents for the Lenders; THE ROYAL BANK OF
SCOTLAND PLC, as documentation agent for the Lenders;  and THE BANK OF NOVA
SCOTIA   (in  its   individual   capacity,   "Scotia   Capital"),   as  the
administrative agent (for the Lenders (in such capacity,  together with its
successors in such capacity, the "Administrative Agent") for the Lenders.

                              R E C I T A L S

         A........The  Borrower  has  requested  that the  Lenders  and the
Issuers  provide  certain loans and issue certain  letters of credit to the
Borrower;

         B........The  Lenders  and the  Issuers  have  agreed to make such
loans and issue such letters of credit  subject to the terms and conditions
of this Agreement; and

         C........In  consideration  of the mutual covenants and agreements
herein contained and of the loans and commitments  hereinafter referred to,
the parties hereto agree as follows:

ARTICLE I.........

                     DEFINITIONS AND ACCOUNTING MATTERS

Section 1.01......Terms Defined Above. As used in this Agreement, the terms
"Administrative   Agent,"  "Borrower,"  "Lender,"  "Lenders,"  and  "Scotia
Capital" shall have the meanings indicated above.

Section  1.02......Certain  Defined  Terms.  As used herein,  the following
terms shall have the following  meanings (all terms defined in this Article
I or in other provisions of this Agreement in the singular to have the same
meanings when used in the plural and vice versa):

         "Additional  Costs" shall have the meaning  assigned  such term in
Section 5.01(a).

         "Affected  Loans"  shall have the  meaning  assigned  such term in
Section 5.04.

         "Affiliate"  of any  Person  shall  mean any  Person  directly  or
indirectly  Owned by,  Owning or under  common  Ownership  with such  first
Person. For purposes of this definition,  any Person which owns directly or
indirectly 25% or more of the securities  having  ordinary voting power for
the election of directors or other  governing  body of a corporation or 25%
or more of the partnership or other ownership interests of any other Person
(other than as a limited  partner of such other  Person)  will be deemed to
"Own"  (including,  with its  correlative  meanings,  "Owned by" and "under
common Ownership with") such corporation or other Person.

         "Aggregate  Commitments"  at any time  shall  equal the sum of the
Commitments of the Lenders ($250,000,000, as of the Effective Date), as the
same may be reduced pursuant to Section 2.04(a).

         "Agreement" shall mean this 3-Year Revolving Credit Agreement,  as
the same may from time to time be amended or supplemented.

         "Alternate  Base Rate" means,  for any day, a rate per annum equal
to the  greater  of (a) the Prime  Rate in  effect on such day,  or (b) the
Federal  Funds Rate in effect on such day plus 1/2 of 1%. Any change in the
Alternate  Base Rate due to a change in the Prime Rate or the Federal Funds
Effective  Rate shall be effective from and including the effective date of
such  change  in the  Prime  Rate  or the  Federal  Funds  Effective  Rate,
respectively.

         "Applicable  Lending  Office" shall mean,  for each Lender and for
each Type of Loan,  the lending  office of such Lender (or an  Affiliate of
such Lender) designated for such Type of Loan on the signature pages hereof
or such other offices of such Lender (or of an Affiliate of such Lender) as
such Lender may from time to time specify to the  Administrative  Agent and
the  Borrower  as the office by which its Loans of such Type are to be made
and maintained.

         "Applicable Margin" shall mean, for any day, (a) zero percent (0%)
per  annum  with  respect  to Base  Rate  Loans  and (b)  with  respect  to
Eurodollar Loans, the applicable rate per annum set forth below, based upon
(i) the ratings by Moody's and S&P, respectively, applicable on such day to
the Index Debt and (ii) the percentage of the Aggregate  Commitments  drawn
on  such  day (it  being  understood  and  agreed  that  the  then  current
Applicable Margin, together with the then applicable Eurodollar Rate, shall
accrue and be payable on and with respect to the total principal  amount of
all Eurodollar Loans then outstanding):

---------------------- -----------------------------------------------------
                                 PERCENTAGE OF AGGREGATE COMMITMENTS DRAWN
---------------------- -----------------------------------------------------
     INDEX DEBT:             <33%              >33% AND <67%              >67%
      Category 1            0.500%                0.625%                 0.750%
      Category 2            0.625%                0.750%                 0.875%
      Category 3            0.750%                0.875%                 1.000%
      Category 4            1.000%                1.125%                 1.250%
      Category 5            1.500%                1.625%                 1.750%

For purposes of the foregoing and for purposes of  calculating  the Standby
Fee and the Letter of Credit  Fee,  (i) if either  Moody's or S&P shall not
have in effect a rating  for the Index  Debt  (other  than by reason of the
circumstances  referred to in the last sentence of this  definition),  then
such rating agency shall be deemed to have established a rating in Category
5; (ii) if the ratings  established  or deemed to have been  established by
Moody's and S&P for the Index Debt shall fall within different  Categories,
the  Applicable  Margin  shall be based on the  higher of the two  ratings;
(iii) if more than one Category falls between the rating levels established
or deemed to have been  established  by Moody's and S&P for the Index Debt,
the  Applicable  Margin  shall be based on the  Category  above the  lowest
rating;  (iv) if the ratings established or deemed to have been established
by Moody's  and S&P for the Index Debt  shall be changed  (other  than as a
result of a change in the rating  system of Moody's  or S&P),  such  change
shall be  effective  as of the earlier of the (1) date on which it is first
announced  by the  applicable  rating  agency  and  (2) the  date on  which
Borrower gives notice of such change to the Administrative  Agent; and (iv)
initially,  the Applicable Margin shall be determined based upon a Category
3 Index Debt rating. For the purposes hereof, Borrower shall be required to
notify the  Administrative  Agent of such change  immediately  upon gaining
knowledge of such change.  Each change in the Applicable Margin shall apply
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 Moody's or S&P shall  change,  or if
either  such  rating  agency  shall  cease to be in the  business of rating
corporate debt obligations, the Borrower and the Lenders shall negotiate in
good faith to amend this  definition to reflect such changed  rating system
or the  unavailability  of ratings from such rating agency and, pending the
effectiveness  of any  such  amendment,  the  Applicable  Margin  shall  be
determined by reference to the rating most recently in effect prior to such
change or cessation.

         "Assignment"  shall have the meaning assigned such term in Section
12.06(b).

         "Authorized Officer" means, relative to the Borrower, those of its
officers,  general  partners or  managing  members  (as  applicable)  whose
signatures and incumbency  shall have been certified to the  Administrative
Agent,  the  Lenders  and the  Issuers  pursuant  to Section  6.01(ii),  or
otherwise  designated as Authorized Officers for purposes of this Agreement
in resolutions of the Borrower's board of directors.

         "Availability Period" shall mean the period from and including the
Effective Date to but excluding the Termination Date.

         "Base Rate  Loans"  shall mean Loans that bear  interest  at rates
based upon the Alternate Base Rate.

         "Board" shall have the meaning assigned such term in Section 2.11.

         "Business  Day"  shall  mean  any day  other  than a day on  which
commercial  banks are authorized or required to close in New York City and,
where such term is used in the  definition of  "Quarterly  Date" or if such
day relates to a borrowing or  continuation  of, a payment or prepayment of
principal of or interest on, or a  conversion  of or into,  or the Interest
Period for, a Eurodollar  Loan or a notice by the Borrower  with respect to
any such  borrowing or  continuation,  payment,  prepayment,  conversion or
Interest  Period,  any day which is also a day on which  dealings in Dollar
deposits are carried out in the London interbank market.

         "Cash  Collateralize"  means,  with respect to a Letter of Credit,
the deposit of immediately  available funds into a cash collateral  account
maintained  with  (or on  behalf  of) the  Administrative  Agent  on  terms
satisfactory to the  Administrative  Agent in an amount equal to the Stated
Amount of such Letter of Credit.

         "Category  1"  means  A- or  higher  by S&P  and A3 or  higher  by
Moody's.

         "Category 2" means BBB+ by S&P and Baa1 by Moody's.

         "Category 3" means BBB by S&P and Baa2 by Moody's.

         "Category 4" means BBB- by S&P and Baa3 by Moody's.

         "Category  5" means  lower than BBB- by S&P and lower than Baa3 by
Moody's.

         "Change in  Control"  shall have the  meaning set forth in Section
2.11.

         "Closing Date" shall mean April 2, 2004.

         "Code"  shall mean the Internal  Revenue Code of 1986,  as amended
from time to time and any successor statute.

         "Commitment"  shall mean,  for any Lender,  its obligation to make
Committed Loans or participate in Letters of Credit up to the amount of the
Commitment for such Lender on Annex 1 hereto, as modified from time to time
to reflect any adjustments permitted or required hereby.

         "Committed Loan" shall mean a Revolving Loan.

         "Consolidated"  refers to the  consolidation  in  accordance  with
generally  accepted  accounting  principles of the accounts of the Borrower
and those of its  Subsidiaries  which are  Consolidated  in accordance with
GAAP.

         "Consolidated  Subsidiaries"  shall  mean each  Subsidiary  of the
Borrower  (whether  now  existing or  hereafter  created or  acquired)  the
financial  statements of which shall be (or should have been)  Consolidated
with the financial statements of the Borrower in accordance with GAAP.

         "Contingent   Liability"  means  any  agreement,   undertaking  or
arrangement by which any Person  guarantees,  endorses or otherwise becomes
or is contingently liable upon (by direct or indirect agreement, contingent
or  otherwise,  to  provide  funds  for  payment,  to  supply  funds to, or
otherwise to invest in, a debtor, or otherwise to assure a creditor against
loss) the  Indebtedness  of any other Person (other than by endorsements of
instruments  in the course of  collection),  or  guarantees  the payment of
dividends or other  distributions  upon the capital securities of any other
Person.  The  amount  of  any  Person's  obligation  under  any  Contingent
Liability  shall (subject to any limitation set forth therein) be deemed to
be the  outstanding  principal  amount  of the  debt,  obligation  or other
liability guaranteed thereby.

         "Control"  means the  possession,  directly or indirectly,  of the
power to direct or cause the  direction of the  management or policies of a
Person,  whether  through the ability to exercise voting power, by contract
or otherwise.  "Controlling"  and  "Controlled"  have meanings  correlative
thereto.

         "Debt"  shall  mean,  for  any  Person  the  sum of the  following
(without  duplication):  (i) all  obligations  of such Person for  borrowed
money or evidenced by bonds, commercial paper,  debentures,  notes or other
similar   instruments;   (ii)  all  obligations  of  such  Person  (whether
contingent or otherwise) in respect of bankers' acceptances,  reimbursement
obligations for amounts paid under letters of credit, surety or other bonds
and similar  instruments;  (iii) all  obligations of such Person to pay the
deferred  purchase  price of Property or services  (other than for borrowed
money);  (iv) all obligations under leases which shall have been, or should
have been, in accordance  with GAAP,  recorded as capital leases in respect
of which such Person is liable (whether  contingent or otherwise);  (v) all
Debt (as  described  in the other  clauses  of this  definition)  and other
obligations  of  others  secured  by a Lien on any  asset  of such  Person,
whether  or not such  Debt is  assumed  by such  Person;  (vi) all Debt (as
described in the other clauses of this definition) and other obligations of
others  guaranteed by such Person or in which such Person otherwise assures
a creditor  against loss of the debtor or obligations of others;  (vii) all
obligations  or  undertakings  of such  Person to  maintain  or cause to be
maintained the financial position or covenants of others or to purchase the
Debt or Property of others; (viii) obligations to pay for goods or services
whether or not such goods or services are actually  received or utilized by
such  Person  such  as  "take  or  pay,"   "through-put"   or  "deficiency"
agreements;  (ix) any capital stock of such Person in which such Person has
a mandatory  obligation  to redeem  such  stock;  (x) any Debt of a Special
Entity for which such Person is liable  either by agreement or because of a
Governmental  Requirement.  Notwithstanding  the foregoing,  Debt shall not
include (1) trade payables  incurred in the ordinary  course of business or
any  obligation set forth in (v), (vi),  (vii),  (viii),  (ix) or (x) above
which  would not be  required to be  disclosed  in an audited  Consolidated
balance sheet of the Borrower and its  Subsidiaries or in the notes thereto
as being immaterial,  and (2) accrued interest,  fees and charges which are
not past due.

         "Default"  shall mean an Event of  Default or an event  which with
notice or lapse of time or both would,  unless  cured or waived,  become an
Event of Default.

         "Disbursement" is defined in Section 2.03(c).

         "Disbursement Date" is defined in Section 2.03(c).

         "Documentary  Letter of Credit" means a letter of credit issued to
support the payment of goods and services used in the Borrower's business.

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

         "Effective  Date"  shall have the  meaning  assigned  such term in
Section 12.16.

         "Eligible  Assignee"  means (a) a commercial  bank organized under
the laws of the United States, or any state thereto,  and having a combined
capital and surplus of at least  $100,000,000 at the time any assignment is
made pursuant to Section 12.06;  (b) a commercial  bank organized under the
laws of any  other  country  which  is a  member  of the  Organization  for
Economic   Cooperation  and  Development  (the  "OECD"),   or  a  political
subdivision of any such country,  and having a combined capital and surplus
of at least  $100,000,000  at the time any  assignment  is made pursuant to
Section 12.06  provided that such bank is acting through a branch or agency
located in the country in which it is organized or another country which is
also a member of the OECD;  and (c) a Person that is  primarily  engaged in
the business of commercial  lending and that is (i) a Subsidiary of a Bank,
(ii) a Subsidiary of a Person of which a Bank is a  Subsidiary,  or (iii) a
Person of which a Bank is a Subsidiary; provided that any Eligible Assignee
must have a minimum senior  unsecured  credit rating of at least BBB by S&P
and Baa2 by Moody's.

         "Environmental   Laws"   shall  mean  any  and  all   Governmental
Requirements  pertaining to health or the  environment in effect in any and
all  jurisdictions in which the Borrower or any Subsidiary is conducting or
at any time has conducted  business,  or where any Property of the Borrower
or any  Subsidiary  is  located,  including  without  limitation,  the  Oil
Pollution  Act of  1990  ("OPA"),  the  Clean  Air  Act,  as  amended,  the
Comprehensive Environmental,  Response,  Compensation, and Liability Act of
1980 ("CERCLA"),  as amended,  the Federal Water Pollution  Control Act, as
amended,  the Occupational  Safety and Health Act of 1970, as amended,  the
Resource  Conservation and Recovery Act of 1976 ("RCRA"),  as amended,  the
Safe Drinking Water Act, as amended,  the Toxic Substances  Control Act, as
amended,  the  Superfund  Amendments  and  Reauthorization  Act of 1986, as
amended, the Hazardous Materials  Transportation Act, as amended, and other
environmental  conservation  or protection  laws. The term "oil" shall have
the meaning specified in OPA, the terms "hazardous substance" and "release"
(or "threatened  release") have the meanings  specified in CERCLA,  and the
terms  "solid  waste" and  "disposal"  (or  "disposed")  have the  meanings
specified  in RCRA;  provided,  however,  that (i) in the event either OPA,
CERCLA or RCRA is amended so as to broaden the meaning of any term  defined
thereby,  such broader meaning shall apply subsequent to the effective date
of such amendment and (ii) to the extent the  applicable  laws of the state
in  which  any  Property  of the  Borrower  or any  Subsidiary  is  located
establish a meaning for "oil,"  "hazardous  substance,"  "release,"  "solid
waste" or  "disposal"  which is broader than that  specified in either OPA,
CERCLA or RCRA, such broader meaning shall apply.

         "ERISA" shall mean the Employee  Retirement Income Security Act of
1974, as amended from time to time and any successor statute.

         "ERISA  Affiliate"  shall mean each trade or business  (whether or
not incorporated)  which together with the Borrower or any Subsidiary would
be  deemed  to  be a  "single  employer"  within  the  meaning  of  section
4001(b)(1) of ERISA or  subsections  (b), (c), (m) or (o) of section 414 of
the Code.

         "ERISA  Event" shall mean (i) a  "Reportable  Event"  described in
Section  4043 of ERISA  and the  regulations  issued  thereunder,  (ii) the
withdrawal of the Borrower,  any  Subsidiary or any ERISA  Affiliate from a
Plan during a plan year in which it was a "substantial employer" as defined
in Section  4001(a)(2) of ERISA,  (iii) the filing of a notice of intent to
terminate a Plan or the  treatment  of a Plan  amendment  as a  termination
under  Section  4041 of  ERISA,  (iv) the  institution  of  proceedings  to
terminate  a Plan by the PBGC or (v) any  other  event or  condition  which
might  constitute  grounds under Section 4042 of ERISA for the  termination
of, or the appointment of a trustee to administer, any Plan.

         "Eurodollar  Loans" shall mean Loans the  interest  rates on which
are  determined  on the basis of rates  referred  to in the  definition  of
"Eurodollar Rate".

         "Eurodollar  Rate" shall  mean,  for any  Eurodollar  Loan for any
Interest  Period  therefor,   the  rate  per  annum  (rounded  upwards,  if
necessary,  to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or
any successor  page) as the London  interbank  offered rate for deposits in
Dollars at  approximately  11:00 a.m. (London time) two Business Days prior
to the first day of such  Interest  Period  for a term  comparable  to such
Interest  Period.  If for any reason such rate is not  available,  the term
"Eurodollar  Rate" shall mean,  for any  Eurodollar  Loan for any  Interest
Period therefor, the rate per annum (rounded upwards, if necessary,  to the
nearest  1/100 of 1%)  appearing on Reuters  Screen LIBO Page as the London
interbank offered rate for deposits in Dollars at approximately  11:00 a.m.
(London  time) two  Business  Days prior to the first day of such  Interest
Period for a term comparable to such Interest Period; provided, however, if
more than one rate is specified on Reuters Screen LIBO Page, the applicable
rate shall be the arithmetic mean of all such rates.

         "Event of Default"  shall have the meaning  assigned  such term in
Section 10.01.

         "Excess Margin Stock" shall mean that amount by which the value of
all Margin Stock owned by the Borrower and its Subsidiaries  exceeds 25% of
the value of all of the Property owned by the Borrower and its Subsidiaries
subject to Section 9.01.

         "Exchange  Act"  shall  have the  meaning  assigned  such  term in
Section 9.04.

         "Existing  Agreement"  shall mean that certain $250 Million 5-Year
Revolving  Credit  Agreement,  dated as of June 2, 1999, among the Borrower
and the Existing Lenders.

         "Existing  Lenders"  shall  mean the  lenders  under the  Existing
Agreement.

         "Federal  Funds Rate" shall mean,  for any day, the rate set forth
in the weekly statistical release designated as H.15(519), or any successor
publication  as  published  by the Federal  Reserve Bank of New York on the
preceding  Business Day opposite the caption  "Federal Funds  (Effective)",
provided  that (i) if the date for which such rate is to be  determined  is
not a Business  Day, the Federal Funds Rate for such day shall be such rate
on such transactions published on the next preceding Business Day, and (ii)
if such rate is not so published  for any day,  the Federal  Funds Rate for
such day shall be the average rate charged to the  Administrative  Agent on
such day on such transactions as determined by the Administrative Agent.

         "Fee Letter"  shall mean that certain  letter  agreement  from the
Administrative  Agent  to  the  Borrower  dated  as of  February  19,  2004
concerning   certain  fees  in  connection  with  this  Agreement  and  any
agreements or instruments executed in connection therewith, as the same may
be amended or replaced from time to time.

         "Financial  Officer"  shall  mean  the  chief  financial  officer,
principal  accounting  officer,  treasurer or  controller  of the Borrower.
Unless otherwise  specified,  all references to a Financial  Officer herein
shall mean a Financial Officer of the Borrower.

         "Financial  Statements"  shall  mean  the  Consolidated  financial
statement or statements of the Borrower and its  Subsidiaries  described or
referred to in Section 7.02, including the notes attached thereto.

         "Fronting Fee" has the meaning specified in Section 2.05(b).

         "Funded Debt" has the meaning specified in Section 9.02.

         "GAAP" shall mean generally accepted accounting  principles in the
United States of America in effect from time to time.

         "Governmental  Authority"  shall  include the country,  the state,
county,  city and  political  subdivisions  in  which  any  Person  or such
Person's Property is located or which exercises valid jurisdiction over any
such Person or such Person's Property,  and any court, agency,  department,
commission,  board,  bureau  or  instrumentality  of any of them  including
monetary  authorities  which  exercises  valid  jurisdiction  over any such
Person  or  such  Person's  Property.   Unless  otherwise  specified,   all
references  to  Governmental  Authority  herein  shall mean a  Governmental
Authority having  jurisdiction  over, where applicable,  the Borrower,  the
Subsidiaries  or any of their  Property or the  Administrative  Agent,  any
Lender or any Applicable Lending Office.

         "Governmental  Requirement"  shall  mean any law,  statute,  code,
ordinance,  order,  determination,   rule,  regulation,  judgment,  decree,
injunction, franchise, permit, certificate, license, authorization or other
directive  or  requirement  (whether  or not  having  the  force  of  law),
including,  without limitation,  Environmental Laws, energy regulations and
occupational,  safety and health standards or controls, of any Governmental
Authority.

         "Granting Lender" has the meaning specified in Section 12.06(g).

         "Hedging  Agreement" shall mean any commodity  agreement or option
with respect to any commodity agreement (other than sales contracts entered
into in the normal  course of  business  and not as a hedging  vehicle)  or
interest rate or currency swap, cap, floor,  collar,  forward  agreement or
other exchange or protection  agreements or any option with respect to such
transactions.

         "Highest Lawful Rate" shall mean, with respect to each Lender, the
maximum nonusurious interest rate, if any, that at any time or from time to
time may be contracted  for,  taken,  reserved,  charged or received on the
Notes or on other  Indebtedness  under laws applicable to such Lender which
are  presently  in effect  or, to the  extent  allowed  by law,  under such
applicable  laws which may  hereafter be in effect and which allow a higher
maximum nonusurious interest rate than applicable laws now allow.

         "Indebtedness" shall mean any and all amounts owing or to be owing
by the Borrower to the  Administrative  Agent and the Lenders in connection
with this Agreement,  the Notes and any Letter of Credit  Outstandings  and
all renewals, extensions and/or rearrangements of any of the above.

         "Index Debt" means senior,  unsecured,  long-term indebtedness for
borrowed  money of the Borrower that is not  guaranteed by any other Person
or subject to any other credit enhancement.

         "Initial  Funding"  shall mean the  funding of the  initial  Loans
pursuant to Section 6.01 hereof.

         "Interest  Period" shall mean,  (i) with respect to any Eurodollar
Loan, the period  commencing on the date such  Eurodollar  Loan is made and
ending on the numerically  corresponding day in the first, second, third or
sixth calendar month thereafter,  as the Borrower may select as provided in
Section 2.02 (or such longer period as may be requested by the Borrower and
agreed to by all Lenders); and (ii) with respect to any Base Rate Loan, the
period  commencing  on the  date  such  Loan is  made  and  ending  90 days
thereafter,  except that each Interest  Period which  commences on the last
Business  Day of a  calendar  month  (or on any day for  which  there is no
numerically corresponding day in the appropriate subsequent calendar month)
shall end on the last Business Day of the appropriate  subsequent  calendar
month.

         Notwithstanding the foregoing: (i) no Interest Period may commence
before and end after the Termination  Date; (ii) each Interest Period which
would  otherwise  end on a day which is not a Business Day shall end on the
next  succeeding  Business  Day (or, if such next  succeeding  Business Day
falls in the next succeeding calendar month, on the next preceding Business
Day);  and (iii) no Interest  Period shall have a duration of less than one
month and, if the Interest Period for any Eurodollar  Loans would otherwise
be for a shorter period, such Loans shall not be available hereunder.

         "Issuance   Request"   means  a  Letter  of  Credit   request  and
certificate  duly  executed  by an  Authorized  Officer  of  the  Borrower,
substantially in the form of Exhibit B-2 hereto.

         "Issuer"  means  the  Administrative  Agent or any  other  Lender,
subject to the approval of the Borrower.

         "Lending   Office"   shall   mean  the   lending   office  of  the
Administrative Agent, presently located at One Liberty Plaza, New York, New
York 10006,  or such other  location as  designated  by the  Administrative
Agent from time to time.

         "Letter of Credit" means  collectively,  Standby Letters of Credit
and Documentary Letters of Credit.

         "Letter of Credit  Commitment"  means an  Issuer's  obligation  to
issue Letters of Credit pursuant to Section 2.01(b).

         "Letter of Credit Commitment Amount" means, on any date, a maximum
amount of $250,000,000 as such amount may be permanently  reduced from time
to time pursuant to Section 2.03.

         "Letter of Credit Fee" is defined in clause (c) of Section 2.05.

         "Letter  of Credit  Outstandings"  means,  on any date,  an amount
equal to the sum of (i) the then  aggregate  amount  which is  undrawn  and
available under all issued and outstanding  Letters of Credit, and (ii) the
then  aggregate   amount  of  all  unpaid  and  outstanding   Reimbursement
Obligations.

         "Lien" shall mean any interest in Property  securing an obligation
owed to, or a claim  by, a Person  other  than the  owner of the  Property,
whether such interest is based on the common law, statute or contract,  and
whether such obligation or claim is fixed or contingent,  and including but
not  limited to the lien or  security  interest  arising  from a  mortgage,
encumbrance,  pledge, security agreement, conditional sale or trust receipt
or a lease, consignment or bailment for security purposes.

         "Loans" shall mean the loans as provided for by Sections  2.01(a).
Loans may be  Committed  Loans  which may be Base Rate Loans or  Eurodollar
Loans.

         "Majority  Lenders"  shall  mean,  at any time  while no Loans are
outstanding,  Lenders  having  in  excess  of  fifty  percent  (50%) of the
Aggregate Commitments and, at any time while Loans are outstanding, Lenders
holding in excess of percent (50%) of the outstanding  aggregate  principal
amount  of  the  Loans  (without  regard  to  any  sale  by a  Lender  of a
participation in any Loan under Section 12.06(c)).

         "MAP" shall mean Marathon Ashland Petroleum L.L.C.

         "Margin Stock" shall have the meaning set forth in Regulation U of
the Board of  Governors  of the Federal  Reserve  System as the same may be
amended or interpreted from time to time.

         "Material  Adverse Effect" shall mean a material adverse change in
the  financial  position or results of  operations  of the Borrower and its
Subsidiaries taken as a whole.

         "Multiemployer Plan" shall mean a multiemployer plan as defined in
section  3(37) or 4001 (a)(3) of ERISA which is, or within the six calendar
years  preceding  this Agreement  was,  contributed  to by the Borrower,  a
Subsidiary or an ERISA Affiliate.

         "Notes"  shall  mean  the  Notes  provided  for by  Section  2.07,
together   with   any  and   all   renewals,   increases,   rearrangements,
substitutions or modifications thereof.

         "Other Taxes" shall have the meaning assigned such term in Section
4.06(b).

         "PBGC" shall mean the Pension Benefit Guaranty  Corporation or any
entity succeeding to any or all of its functions.

         "Pension  Plan" means a Plan subject to the provisions of Title IV
of ERISA and Section 412 of the Code or Section 302 of ERISA.

         "Percentage  Share"  shall mean the  percentage  of the  Aggregate
Commitments to be provided by a Lender under this Agreement as indicated on
Annex 1 hereto,  as modified  from time to time to reflect any  adjustments
permitted or required hereby.

         "Person"  shall  mean  any   individual,   corporation,   company,
voluntary association,  partnership,  joint venture, trust,  unincorporated
organization  or  government  or any agency,  instrumentality  or political
subdivision  thereof,  or any  other  form of entity  except  as  otherwise
defined in Section 2.11 hereof.

         "Plan" shall mean any employee pension benefit plan, as defined in
Section  3(2) of ERISA,  which (i) is  currently  or  hereafter  sponsored,
maintained or  contributed  to by the Borrower,  any Subsidiary or an ERISA
Affiliate or (ii) was at any time during the preceding  six calendar  years
sponsored, maintained or contributed to, by the Borrower, any Subsidiary or
an ERISA Affiliate.

         "Post-Default Rate" shall mean, in respect of any principal of any
Loan or any other amount  payable by the Borrower  under this  Agreement or
the Notes,  a rate per annum  during the period  commencing  on the date of
occurrence  of an Event of Default until such amount is paid in full or all
Events of Default are cured or waived  equal to 2% per annum above the rate
of interest in effect from time to time including the Applicable Margin (if
any), but in no event to exceed the Highest Lawful Rate; provided, however,
for a Eurodollar Loan, the "Post-Default Rate" for such principal shall be,
for the period  commencing on the date of occurrence of an Event of Default
and ending on the earlier to occur of the last day of the  Interest  Period
therefor  or the date all  Events of Default  are cured or  waived,  2% per
annum  above  the  interest  rate  for such  Loan as  provided  in  Section
3.03(a)(ii), but in no event to exceed the Highest Lawful Rate.

         "Prime  Rate" shall mean at any time,  the rate of  interest  then
most recently  established by the  Administrative  Agent in New York as its
base rate for Dollars loaned in the United States.  Such rate is set by the
Administrative  Agent as a general  prime  rate of  interest,  taking  into
account such factors as the Administrative  Agent may deem appropriate,  it
being  understood  that many of the  Administrative  Agent's  commercial or
other loans are priced in relation to such rate, that it is not necessarily
the  lowest or best rate  actually  charged  to any  customer  and that the
Administrative Agent may make various commercial or other loans at rates of
interest having no relationship to such rate.

         "Property"  shall mean any  interest  in any kind of  property  or
asset, whether real, personal or mixed, or tangible or intangible.

         "Quarterly  Dates"  shall mean the last day of each  March,  June,
September, and December, in each year, the first of which shall be June 30,
2004; provided,  however,  that if any such day is not a Business Day, such
Quarterly Date shall be the next succeeding Business Day.

         "Regulation  D" shall mean  Regulation D of the Board of Governors
of the  Federal  Reserve  System  (or any  successor),  as the  same may be
amended or supplemented from time to time.

         "Regulatory  Change" shall mean,  with respect to any Lender,  any
change after the Closing Date in any  Governmental  Requirement  (including
Regulation   D)  or  the   adoption  or  making  after  such  date  of  any
interpretations,  directives  or  requests  applying  to a class of lenders
(including  such Lender or its Applicable  Lending  Office) of or under any
Governmental  Requirement  (whether  or not having the force of law) by any
Governmental  Authority  charged with the  interpretation or administration
thereof.

         "Reimbursement Obligation" is defined in Section 2.03(d).

         "Required  Payment"  shall have the meaning  assigned such term in
Section 4.04.

         "Revolving  Loan"  shall  mean a Loan  made  pursuant  to  Section
2.01(a).

         "SEC" shall mean the  Securities  and Exchange  Commission  or any
successor Governmental Authority.

         "SPC" has the meaning specified in Section 12.06(g).

         "Special Entity" shall mean any joint venture,  limited  liability
company or partnership, general or limited partnership or any other type of
partnership or company, other than a corporation,  in which the Borrower or
one or more of its other Subsidiaries is a member,  owner, partner or joint
venturer  and owns,  directly  or  indirectly,  at least a majority  of the
equity of such entity,  but  excluding  any tax  partnerships  that are not
classified as partnerships under state law.

         "Standby Fee" shall mean, the applicable  rate per annum set forth
below based upon the ratings by Moody's and S&P,  respectively,  applicable
on such date to the Index Debt:



<PAGE>

                 INDEX DEBT                             STANDBY FEE
                Category 1                               0.125%
                Category 2                               0.150%
                Category 3                               0.175%
                Category 4                               0.225%
                Category 5                               0.400%

         "Standby  Letter of  Credit"  means a letter  of credit  issued to
support payment,  when due or after default,  of obligations based on money
loaned or advanced,  or upon the  occurrence or  non-occurrence  of another
contingency.

         "Stated  Amount"  means,  on  any  date  and  with  respect  to  a
particular  Letter of Credit,  the total amount then  available to be drawn
under such Letter of Credit.

         "Stated Expiry Date" is defined in Section 2.03(a).

         "Stockholder's  Equity" shall mean the common stockholders' equity
of  Borrower  and  its  Subsidiaries  on  a  Consolidated   basis  (in  the
calculation  of which the book value of any treasury  shares  carried as an
asset shall be deducted).

         "Subsidiary"  means,  with respect to any Person (the "parent") at
any  date,  any  corporation,   limited  liability  company,   partnership,
association  or other  entity the  accounts of which would be  consolidated
with those of the parent in the parent's consolidated  financial statements
if such financial  statements  were prepared in accordance  with GAAP as of
such date, as well as any other  corporation,  limited  liability  company,
partnership,  association or other entity (a) of which  securities or other
ownership  interests  representing more than 50% of the equity or more than
50% of the  ordinary  voting power or, in the case of a  partnership,  more
than 50% of the general partnership  interests are, as of such date, owned,
controlled or held, or (b) that is, as of such date, otherwise  Controlled,
by the  parent or one or more  Subsidiaries  of the parent or by the parent
and one or more  Subsidiaries  of the parent.  Unless  otherwise  indicated
herein,  each reference to the term "Subsidiary" shall mean a Subsidiary of
the Borrower.  Notwithstanding the foregoing,  MAP will not be considered a
Subsidiary of the Borrower.

         "Substantial   Subsidiary"   shall  mean,   at  the  time  of  any
determination  thereof,  any  Subsidiary  which as of such  time  meets the
definition of "significant  subsidiary"  contained in Regulation S-X of the
SEC (as  amended  from time to time),  so long as it is a  Subsidiary,  but
whether or not it  otherwise  meets  such  definition,  Ashland  Paving and
Construction, Inc.

         "Taxes"  shall  have the  meaning  assigned  such term in  Section
4.06(a).

         "Termination  Date" shall mean March 11, 2007 unless the Aggregate
Commitments  are  sooner  terminated  (or Cash  Collaterized)  pursuant  to
Section 2.04(a) or 10.2 hereof.

         "Type" shall mean, with respect to any Loan, a Base Rate Loan or a
Eurodollar Loan.

         "Unfunded Pension  Liability" means the excess of a Pension Plan's
accumulated  benefit  obligations under Financial  Accounting  Standard 87,
determined in accordance  with the  assumptions  used by the Plan's actuary
for funding the  Pension  Plan  pursuant to Section 412 of the Code for the
applicable plan year, over the current value of that Pension Plan's assets.

Section  1.03......Accounting  Terms and  Determinations.  Unless otherwise
specified  herein,  all accounting  terms used herein shall be interpreted,
all  determinations  with respect to accounting  matters hereunder shall be
made,  and all  financial  statements  and  certificates  and reports as to
financial matters required to be furnished to the  Administrative  Agent or
the Lenders hereunder shall be prepared,  in accordance with GAAP,  applied
on a basis consistent with the audited financial statements of the Borrower
referred  to in Section  7.02  (except for  changes  concurred  with by the
Borrower's independent public accountants).

ARTICLE II........

                                COMMITMENTS

Section 2.01......Loans.

(a) Revolving  Loans.  Each Lender severally  agrees,  on the terms of this
Agreement, to make revolving loans (herein called "Revolving Loans") to the
Borrower  during the period from and including  (i) the  Effective  Date or
(ii) such later date that such Lender becomes a party to this Agreement, to
but excluding, the Termination Date in an aggregate principal amount at any
one time  outstanding  up to but not  exceeding the amount of such Lender's
Commitment  as  then in  effect;  provided,  however,  that  the  aggregate
principal  amount  of all Loans and  Letter of Credit  Outstandings  by all
Lenders  hereunder  at any  one  time  outstanding  shall  not  exceed  the
Aggregate Commitments.  Subject to the terms of this Agreement,  during the
period from the Effective Date to but excluding,  the Termination Date, the
Borrower  may  borrow,  repay and  reborrow  the amount  described  in this
Section 2.01(a).

(b)  Letter of Credit  Commitment.  From time to time on any  Business  Day
occurring from the Effective Date but no later than three (3) days prior to
the Termination Date, the relevant Issuer agrees that it will:

                  (i)  issue  one or more  Standby  Letters  of  Credit  or
         Documentary  Letters of Credit for the account of the  Borrower in
         the Stated Amount requested by the Borrower on such day; or

                  (ii) extend the Stated Expiry Date of an existing Standby
         Letter of Credit previously issued hereunder.

No Issuer  shall be permitted or required to issue any Letter of Credit if,
after giving  effect  thereto,  (i) the  aggregate  amount of all Letter of
Credit  Outstandings would exceed the Letter of Credit Commitment Amount or
(ii) the sum of the aggregate  amount of all Letter of Credit  Outstandings
plus the aggregate  principal  amount of all Loans then  outstanding  would
exceed the Aggregate Commitments.

(c) Limitation on Types of Loans. Subject to the other terms and provisions
of this Agreement,  at the option of the Borrower,  the Committed Loans may
be Base Rate Loans or Eurodollar  Loans;  provided that,  without the prior
written consent of the Majority  Lenders,  with respect to Committed Loans,
no more than five (5)  Eurodollar  Loans may be  outstanding at any time to
any Lender.

Section 2.02......Borrowings, Continuations and Conversions.

(a)  Borrowings.  The Borrower shall give the  Administrative  Agent (which
shall promptly notify the Lenders)  advance notice as hereinafter  provided
of each  borrowing of Committed  Loans  hereunder,  which shall specify the
aggregate amount of such borrowing, the Type and the date (which shall be a
Business  Day) of such Loans to be borrowed and (in the case of  Eurodollar
Loans) the duration of the Interest Period therefor.

(b) Minimum Amounts.  If the initial borrowing consists in whole or in part
of Eurodollar  Loans, such Eurodollar Loans shall be in amounts of at least
$5,000,000 or any whole multiple of $1,000,000 in excess thereof.

(c) Notices.  All Committed Loan borrowings,  continuations and conversions
require  advance  written notice to the  Administrative  Agent (which shall
promptly  notify the  Lenders)  in the form of Exhibit  B-1 (or  telephonic
notice  promptly  confirmed by such a written  notice),  which in each case
shall  be   irrevocable,   from  the   Borrower   to  be  received  by  the
Administrative  Agent not later than  11:00 a.m.  New York City time on the
Business Day of each Base Rate Loan borrowing and three Business Days prior
to the date of each Eurodollar Loan borrowing,  continuation or conversion.
Without in any way limiting the Borrower's obligation to confirm in writing
any telephonic notice,  the Administrative  Agent may act without liability
upon the basis of telephonic notice believed by the Administrative Agent in
good  faith  to  be  from  the   Borrower   prior  to  receipt  of  written
confirmation.  In each such case,  the Borrower  hereby waives the right to
dispute the  Administrative  Agent's record of the terms of such telephonic
notice except in the case of gross negligence or willful  misconduct by the
Administrative Agent.

(d)  Continuation  Options.  Subject to the provisions made in this Section
2.02(d),  the  Borrower may elect to continue as a new Loan all or any part
of any Committed  Loan beyond the  expiration of the then current  Interest
Period  relating  thereto by giving  advance  notice as provided in Section
2.02(c)  to the  Administrative  Agent  (which  shall  promptly  notify the
Lenders)  of such  election,  specifying  the  amount  of  such  Loan to be
continued as a new Committed Loan, the type of Loan and the Interest Period
therefor. In the absence of such a timely and proper election, the Borrower
shall be deemed to have  elected to  continue  any such Loan as a Base Rate
Loan (if such Committed Loan is a Eurodollar Loan, pursuant to a conversion
as set forth in Section 2.02(e)). All or any part of any Committed Loan may
be  continued  as  provided  herein,  provided  that (i) with  respect to a
Eurodollar Loan continued as a new Eurodollar Loan, any continuation of any
such Loan shall be (as to each Loan as continued for an applicable Interest
Period)  in  amounts  of at  least  $5,000,000  or any  whole  multiple  of
$1,000,000 in excess thereof and (ii) no Default shall have occurred and be
continuing.

(e) Conversion  Options.  The Borrower may elect to convert all or any part
of any  Committed  Loan which is a  Eurodollar  Loan on the last day of the
then current Interest Period relating thereto to a Base Rate Loan by giving
advance notice as provided in Section 2.02(c) to the  Administrative  Agent
(which shall promptly notify the Lenders) of such election.  Subject to the
provisions made in this Section 2.02(e),  the Borrower may elect to convert
all or any part of any Committed Loan which is a Base Rate Loan at any time
and from  time to time to a  Eurodollar  Loan by giving  advance  notice as
provided  in  Section  2.02(c) to the  Administrative  Agent  (which  shall
promptly  notify  the  Lenders)  of such  election.  All or any part of any
outstanding  Committed Loan may be converted as provided  herein,  provided
that (i) any conversion of any Base Rate Loan into a Eurodollar  Loan shall
be (as to each such Loan into which there is a conversion for an applicable
Interest Period) in amounts of at least $5,000,000 or any whole multiple of
$1,000,000 in excess thereof and (ii) no Default shall have occurred and be
continuing.  Each Committed Loan that is converted hereunder shall be a new
Committed  Loan,  and the  Interest  Period  applicable  to such  converted
Committed Loan shall terminate as of the effective date of such conversion.

(f)  Advances.  Not later  than  1:00  p.m.  New York City time on the date
specified for each  borrowing  hereunder,  each Lender shall make available
the amount of the Loan to be made by it on such date to the  Administrative
Agent,  to an account  which the  Administrative  Agent shall  specify,  in
immediately  available funds, for the account of the Borrower.  The amounts
so received by the  Administrative  Agent  shall,  subject to the terms and
conditions of this Agreement, promptly be made available to the Borrower by
depositing the same, in immediately  available  funds, in an account of the
Borrower, designated by the Borrower and maintained at the Lending Office.

Section 2.03......Issuance Procedures, Participations, Disbursements
and Reimbursement.

(a) By delivering to the  Administrative  Agent an Issuance  Request in the
form of Exhibit B-2 hereto,  on or before 10:00 a.m. on a Business Day, the
Borrower may from time to time  irrevocably  request on not less than three
(3) nor more than ten (10) Business Days' notice, in the case of an initial
issuance of a Letter of Credit and not less than three (3)  Business  Days'
prior  notice,  in the case of a request  for the  extension  of the Stated
Expiry Date of a Standby  Letter of Credit (in each case,  unless a shorter
notice period is agreed to by the Issuer, in its sole discretion),  that an
Issuer  issue,  or with respect to a Standby  Letter of Credit,  extend the
Stated  Expiry Date, a Letter of Credit in such form as may be requested by
the Borrower and approved by such Issuer, solely for the purposes described
in  Section  7.07.  Each  Letter of Credit  shall by its terms be stated to
expire on a date (its  "Stated  Expiry  Date") no later than the earlier to
occur of (i) the Termination  Date, (ii) in the case of a Standby Letter of
Credit (unless  otherwise agreed to by an Issuer,  in its sole discretion),
one (1)  year  from  the  date of its  issuance  or  (iii) in the case of a
Documentary Letter of Credit, six (6) months from the date of its issuance.
Each Issuer will make available to the beneficiary  thereof the original of
the Letter of Credit which it issues.

(b) Upon the issuance of each Letter of Credit, and without further action,
each Lender  (other than the  Issuer)  shall be deemed to have  irrevocably
purchased,  to the extent of its Percentage Share, a participation interest
in such  Letter of  Credit  (including  the  Contingent  Liability  and any
Reimbursement  Obligation with respect thereto),  and such Lender shall, to
the extent of its Percentage  Share, be responsible for reimbursing  within
one (1) Business Day of receiving notice from the Issuer for  Reimbursement
Obligations  which have not been  reimbursed  by the Borrower in accordance
with  Section  2.03(d)  (with  the  terms  of this  Section  surviving  the
termination of this Agreement).  The issuing Lender shall, to the extent of
its  Percentage  Share,  be  entitled  to receive a ratable  portion of the
Letter of Credit fees payable  pursuant to Section  2.05(c) with respect to
each  Letter of Credit.  To the extent that any Lender has  reimbursed  any
Issuer for a  Disbursement,  such  Lender  shall be entitled to receive its
ratable portion of any amounts subsequently  received (from the Borrower or
otherwise) in respect of such Disbursement.

(c) An  Issuer  will  notify  the  Borrower  and the  Administrative  Agent
promptly of the  presentment  for payment of any Letter of Credit issued by
such Issuer,  together  with notice of the date (the  "Disbursement  Date")
such payment shall be made (each such payment, a  "Disbursement").  Subject
to the terms and  provisions  of such Letter of Credit and this  Agreement,
the applicable  Issuer shall make such payment to the  beneficiary  (or its
designee) of such Letter of Credit.  On or prior to 11:00 a.m. on the first
Business Day following the  Disbursement  Date, the Borrower will reimburse
the Administrative Agent, for the account of the applicable Issuer, for all
amounts  which such  Issuer  has  disbursed  under  such  Letter of Credit,
together  with  interest  thereon at a rate per annum equal to the rate per
annum then in effect for Base Rate Loans (with the then  Applicable  Margin
for Revolving  Loans accruing on such amount)  pursuant to Section 3.03 for
the  period  from  the   Disbursement   Date   through  the  date  of  such
reimbursement.   Without   limiting   in  any   way   the   foregoing   and
notwithstanding  anything  to  the  contrary  contained  herein  or in  any
separate  application  for  any  Letter  of  Credit,  the  Borrower  hereby
acknowledges  and  agrees  that it  shall be  obligated  to  reimburse  the
applicable  Issuer  upon each  Disbursement  of a Letter of Credit,  and it
shall be deemed  to be the  obligor  for  purposes  of each such  Letter of
Credit issued hereunder.

(d) The  obligation (a  "Reimbursement  Obligation")  of the Borrower under
Section  2.03(c) to reimburse  an Issuer with respect to each  Disbursement
(including  interest  thereon),  and,  upon the failure of the  Borrower to
reimburse an Issuer,  each Lender's  obligation  under  Section  2.03(b) to
reimburse an Issuer,  shall be absolute and unconditional under any and all
circumstances  and  irrespective of any setoff,  counterclaim or defense to
payment which the Borrower or such Lender,  as the case may be, may have or
have had against  such Issuer or any Lender,  including  any defense  based
upon  the  failure  of any  Disbursement  to  conform  to the  terms of the
applicable Letter of Credit (if, in such Issuer's good faith opinion,  such
Disbursement  is determined to be appropriate)  or any  non-application  or
misapplication by the beneficiary of the proceeds of such Letter of Credit;
provided that, after paying in full its Reimbursement Obligation hereunder,
nothing  herein  shall  adversely  affect the right of the Borrower or such
Lender,  as the case may be, to commence any  proceeding  against an Issuer
for any wrongful  Disbursement made by such Issuer under a Letter of Credit
as a result of acts or omissions  constituting  gross negligence or willful
misconduct on the part of such Issuer.

(e) Upon the  occurrence and during the  continuation  of any Default under
Section 10.01 or upon notification by the  Administrative  Agent (acting at
the direction of the Required  Lenders) to the Borrower of its  obligations
under this Section, following the occurrence and during the continuation of
any other Event of Default,

(i) the aggregate  Stated  Amount of all Letters of Credit  shall,  without
demand  upon or notice to the  Borrower or any other  Person,  be deemed to
have  been paid or  disbursed  by the  Issuers  of such  Letters  of Credit
(notwithstanding  that  such  amount  may not in  fact  have  been  paid or
disbursed); and

(ii) the Borrower shall be  immediately  obligated to reimburse the Issuers
for the amount deemed to have been so paid or disbursed by such Issuers.

Amounts payable by the Borrower pursuant to this Section shall be deposited
in immediately  available funds with the  Administrative  Agent and held as
collateral  security for the Reimbursement  Obligations.  When all Defaults
giving rise to the deemed  disbursements under this Section have been cured
or waived the Administrative Agent shall return to the Borrower all amounts
then on deposit  with the  Administrative  Agent  pursuant to this  Section
which  have not  been  applied  to the  satisfaction  of the  Reimbursement
Obligations.

(f) The  Borrower,  and to the extent set forth in  Section  2.03(b),  each
Revolving  Loan Lender  shall  assume all risks of the acts,  omissions  or
misuse  of any  Letter  of Credit  by the  beneficiary  thereof.  No Issuer
(except to the extent of its own gross  negligence  or willful  misconduct)
shall be responsible for:

(i) the form, validity, sufficiency,  accuracy, genuineness or legal effect
of any  Letter  of  Credit  or any  document  submitted  by  any  party  in
connection  with the  application  for and  issuance of a Letter of Credit,
even if it  should  in fact  prove  to be in any or all  respects  invalid,
insufficient, inaccurate, fraudulent or forged;

(ii) the form, validity, sufficiency, accuracy, genuineness or legal effect
of any  instrument  transferring  or assigning or purporting to transfer or
assign a Letter of  Credit or the  rights  or  benefits  thereunder  or the
proceeds  thereof  in whole or in part,  which may prove to be  invalid  or
ineffective for any reason;

(iii) failure of the beneficiary to comply fully with  conditions  required
in order to demand payment under a Letter of Credit;

(iv) errors, omissions, interruptions or delays in transmission or delivery
of any messages, by mail, cable, telegraph, telex or otherwise; or

(v) any loss or delay in the  transmission  or otherwise of any document or
draft required in order to make a Disbursement under a Letter of Credit.

None of the foregoing shall affect, impair or prevent the vesting of any of
the rights or powers granted to any Issuer or any Lender hereunder.

Section 2.04......Changes of Commitments.

(a) The Borrower  shall have the right to terminate or to reduce the amount
of the Aggregate Commitments at any time or from time to time upon not less
than three (3)  Business  Days' prior  notice to the  Administrative  Agent
(which  shall  promptly  notify the  Lenders) of each such  termination  or
reduction,  which notice shall specify the  effective  date thereof and the
amount of any such reduction  (which shall not be less than  $10,000,000 or
any  whole  multiple  of  $1,000,000  in  excess   thereof)  and  shall  be
irrevocable and effective only upon receipt by the Administrative Agent.

(b)  The  Aggregate  Commitments  once  terminated  or  reduced  may not be
reinstated.

Section 2.05......Fees.

(a) The Borrower shall pay to the  Administrative  Agent for the account of
each  Lender in  accordance  with its  Percentage  Share a fee equal to the
Standby Fee multiplied by the average daily unused portion of the Aggregate
Commitments  for the period from and  including  the Closing Date up to but
excluding  either the  earlier of the date the  Aggregate  Commitments  are
terminated  or the  Termination  Date.  The accrued  Standby  Fees shall be
payable  quarterly in arrears on each  Quarterly  Date, on the  Termination
Date,  and  thereafter  on  demand.  The  Standby  Fee shall be  calculated
quarterly in arrears,  and if there is any change in the Standby Fee during
any  quarter,  the average  daily  unused  portion  shall be  computed  and
multiplied  by the  Standby  Fee  separately  for each  period  during such
quarter that the Standby Fee was in effect. The Standby Fee shall accrue at
all times,  including at any time when one or more conditions in Article VI
is not met.

(b) The Borrower shall pay to the  Administrative  Agent,  for the pro rata
account of the  applicable  Issuer,  a Letter of Credit  fronting  fee (the
"Fronting  Fee"),  in an amount to be agreed  upon by such  Issuer  and the
Borrower  at the time of the  issuance  of each  Letter of Credit,  payable
quarterly  in arrears  following  the issuance of such Letter of Credit and
(if earlier),  on the date of any  termination or expiration of such Letter
of   Credit.   In   addition,    the   Administrative   Agent's   customary
administrative,  issuance, amendment, payment and negotiation fees shall be
payable to the Administrative  Agent, for its own account, as Issuer of the
Letters  of  Credit  on the  dates  and in the  amounts  from  time to time
notified to the Borrower by the Administrative Agent.

(c) The Borrower  agrees to pay to the  Administrative  Agent,  for the pro
rata  account of each  Lender  (including  the  applicable  Issuer,  in its
capacity as a Lender),  a Letter of Credit fee (the "Letter of Credit Fee")
in an amount equal to the then effective  Applicable  Margin for Eurodollar
Loans,  payable  quarterly in arrears following the issuance of such Letter
of Credit and (if earlier), on the date of any termination or expiration of
such Letter of Credit.

(d) The Borrower shall pay to the Administrative Agent for its account such
other  fees as are set  forth  in the Fee  Letter  on the  dates  specified
therein to the extent not paid prior to the Closing Date.

Section  2.06......Several  Obligations.  The failure of any Lender to make
any Loan to be made by it on the date specified  therefor shall not relieve
any other Lender of its  obligation  to make its Loan on such date,  but no
Lender shall be  responsible  for the failure of any other Lender to make a
Loan to be made by such other Lender.

Section  2.07......Notes.  The Committed Loans made by each Lender shall be
evidenced by a single  promissory note of the Borrower in substantially the
form of Exhibit A-1 hereto,  dated (i) April 2, 2004, or (ii) the effective
date of an Assignment pursuant to Section 12.06(b), payable to the order of
such Lender in a principal  amount equal to its Commitment as in effect and
otherwise  duly  completed.  The  date,  amount,  Type,  interest  rate and
Interest Period of each Loan made by each Lender,  and all payments made on
account of the principal  thereof,  shall be recorded by such Lender on its
books for its Notes,  and,  prior to any transfer,  may be endorsed by such
Lender on a schedule attached to such Notes or any continuation  thereof or
on any separate record maintained by such Lender.  Failure to make any such
notation  or to attach a  schedule  shall not affect  any  Lender's  or the
Borrower's  rights or  obligations  in  respect of such Loans or affect the
validity of such transfer by any Lender of its Notes.

Section 2.08......Prepayments.

(a) The  Borrower may prepay the Base Rate Loans upon not less than one (1)
Business  Days'  prior  notice to the  Administrative  Agent  (which  shall
promptly  notify the Lenders),  which notice shall  specify the  prepayment
date  (which  shall be a  Business  Day) and the  amount of the  prepayment
(which shall be at least  $1,000,000 or the remaining  aggregate  principal
balance  outstanding on the Notes) and shall be  irrevocable  and effective
only upon receipt by the  Administrative  Agent,  provided that interest on
the principal prepaid, accrued to the prepayment date, shall be paid on the
prepayment  date.  The  Borrower  may  prepay  Committed  Loans  which  are
Eurodollar  Loans upon not less than two (2) Business Days' prior notice to
the  Administrative  Agent  (which shall  promptly  notify the Lenders) and
otherwise on the same condition as for Base Rate Loans and in addition such
prepayments  of  Eurodollar  Loans shall be subject to the terms of Section
5.05 and, for each Eurodollar  Loan,  shall be in an amount equal to all of
such Eurodollar Loans for the Interest Period prepaid.

(b)  If,  after  giving  effect  to any  termination  or  reduction  of the
Aggregate   Commitments   pursuant  to  Section  2.04(b),  the  outstanding
aggregate  principal  amount of (i) the Loans and (ii) the aggregate amount
of all Letter of Credit Outstandings exceeds the Aggregate Commitments, the
Borrower  shall  prepay  the  Loans  on the  date  of such  termination  or
reduction in an aggregate  principal  amount equal to the excess,  together
with  interest on the  principal  amount  paid  accrued to the date of such
prepayment.

(c)  Prepayments  permitted  or required  under this  Section 2.08 shall be
without  premium or penalty,  except as  required  under  Section  5.05 for
prepayment of Eurodollar  Loans. Any prepayments on the Revolving Loans may
be reborrowed subject to the then effective  Aggregate  Commitments and the
other provisions of this Agreement.

Section  2.09......Lending  Offices.  The  Loans of each  Type made by each
Lender shall be made and  maintained  at such Lender's  Applicable  Lending
Office for Loans of such Type.

Section 2.10......[Reserved].

Section  2.11......Change  in Control.  If a Change in Control  shall occur
then (a) the Borrower will,  within five Business Days after the occurrence
thereof,  give each Lender notice  thereof and shall describe in reasonable
detail the facts and circumstances  giving rise thereto and (b) each Lender
may, by notice to the Borrower and the Administrative Agent given not later
than 45 days after the occurrence of such Change in Control,  terminate its
Commitments,  which shall be  terminated  upon the date  specified  in such
notice,  which date shall be no earlier than the  fifteenth  day after such
notice; all principal,  accrued and unpaid interest and all unpaid fees and
other amounts  owing  hereunder and under the Notes of such Lender shall be
due and payable on such date.

         For  purposes  of this  Section,  a "Change in  Control"  shall be
deemed to occur (1) upon approval of the  shareholders  of the Borrower (or
if such approval is not required, upon the approval of the Borrower's Board
of  Directors  (the  "Board")  of (A) any  consolidation  or  merger of the
Borrower, other than a consolidation or merger of the Borrower into or with
a direct or indirect wholly-owned Subsidiary,  in which the Borrower is not
the  continuing  or  surviving  corporation  or pursuant to which shares of
common stock of the Borrower  would be converted  into cash,  securities or
other  property other than a merger in which the holders of common stock of
the  Borrower   immediately   prior  to  the  merger  will  have  the  same
proportionate  ownership  of  common  stock  of the  surviving  corporation
immediately  after the  merger,  (B) any sale,  lease,  exchange,  or other
transfer (in one transaction or a series of related transactions) of all or
substantially  all the assets of the Borrower,  or (C) adoption of any plan
or proposal for the  liquidation or  dissolution of the Borrower,  (2) when
any person (as defined in Section  3(a)(9) or 13(d) of the  Exchange  Act),
other than the Borrower or any subsidiary or employee benefit plan or trust
maintained by the Borrower,  shall become the beneficial  owner (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than
15% of the Borrower's  common stock  outstanding  at the time,  without the
approval  of the  Board,  or  (3)  at  any  time  during  a  period  of two
consecutive  years,  individuals  who  at  the  beginning  of  such  period
constituted  the Board shall cease for any reason to  constitute at least a
majority thereof, unless the election or the nomination for election by the
Borrower's  shareholders  of each new director  during such two-year period
was approved by a vote of at least  two-thirds of the directors  then still
in office who were  directors  at the  beginning of such  two-year  period.
Notwithstanding the foregoing, any transaction,  or series of transactions,
that shall result in the  disposition  of the  Borrower's  interest in MAP,
including  without  limitation any transaction  arising out of that certain
Put/Call,  Registration  Rights and Standstill  Agreement  dated January 1,
1998 among Marathon Oil Company, USX Corporation,  the Borrower and MAP, as
amended  from time to time,  shall not be deemed to  constitute a Change in
Control.

ARTICLE III.......

                     PAYMENTS OF PRINCIPAL AND INTEREST

Section  3.01......Repayment  of  Loans.  The  Borrower  will  pay  to  the
Administrative  Agent,  for the  account  of  each  Lender,  the  principal
payments  required by this Article III. The aggregate  principal  amount of
the Notes  outstanding on the Termination  Date shall be due and payable on
such date.

Section  3.02......Maturity  of Loans.  Each Loan borrowed  hereunder shall
mature,  and the principal amount thereof shall be due and payable,  on the
last day of the Interest Period applicable to such Loan.

Section 3.03......Interest.

(a) Interest Rates. The Borrower will pay to the Administrative  Agent, for
the account of each Lender, interest on the unpaid principal amount of each
Loan made by such Lender for the period commencing on the date such Loan is
made to but  excluding  the date  such Loan  shall be paid in full,  at the
following rates per annum:

(i) if such a Loan is a Base  Rate  Loan,  the  Alternate  Base Rate (as in
effect from time to time) plus the  Applicable  Margin,  but in no event to
exceed the Highest Lawful Rate; and

(ii) if such a Loan is a Eurodollar Loan that is a Committed Loan, for each
Interest  Period relating  thereto,  the Eurodollar Rate for such Loan plus
the Applicable Margin, but in no event to exceed the Highest Lawful Rate.

(b) Post-Default Rate. Notwithstanding the foregoing, the Borrower will pay
to the Administrative Agent, for the account of each Lender interest at the
applicable  Post-Default  Rate on any  principal  of any Loan  made by such
Lender,  and (to the fullest  extent  permitted by law) on any other amount
payable by the Borrower, hereunder or under any Note held by such Lender to
or for account of such Lender,  for the period commencing on the date of an
Event of  Default  until the same is paid in full or all  Events of Default
are cured or waived.

(c) Due Dates.  Accrued interest on Base Rate Loans shall be payable on the
last day of the Interest Period applicable thereto, and accrued interest on
each  Eurodollar  Loan  shall be  payable  on the last day of the  Interest
Period therefor and, if such Interest Period is longer than three months at
three-month  intervals  following  the first day of such  Interest  Period,
except that interest payable at the Post-Default Rate shall be payable from
time to  time  on  demand  and  interest  on any  Eurodollar  Loan  that is
converted into a Base Rate Loan (pursuant to Section 5.04) shall be payable
on the date of conversion (but only to the extent so converted).

(d)  Determination  of  Rates.  Promptly  after  the  determination  of any
interest rate provided for herein or any change therein, the Administrative
Agent shall  notify the  Lenders to which such  interest is payable and the
Borrower  thereof.  Each  determination by the  Administrative  Agent of an
interest rate or fee hereunder shall, except in cases of manifest error, be
final, conclusive and binding on the parties.

ARTICLE IV........

              PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.

Section 4.01......Payments. Except to the extent otherwise provided herein,
all payments of  principal,  interest  and other  amounts to be made by the
Borrower hereunder shall be initiated in Dollars, in immediately  available
funds, to the  Administrative  Agent at such account as the  Administrative
Agent shall specify by notice to the Borrower from time to time,  not later
than 11:00 a.m. New York City time on the date on which such payments shall
become due (each such  payment  made after such time on such due date to be
deemed  to have  been  made on the  next  succeeding  Business  Day).  Such
payments  shall  be  made  without  (to the  fullest  extent  permitted  by
applicable law) defense, set-off or counterclaim.  Each payment received by
the Administrative  Agent under this Agreement on any Note for account of a
Lender shall be paid  promptly to such Lender pro rata in  accordance  with
such Lender's  Percentage Share in immediately  available funds.  Except as
provided  in clause  (ii) of the  second  paragraph  of the  definition  of
"Interest  Period," if the due date of any payment under this  Agreement or
any Note would  otherwise  fall on a day which is not a  Business  Day such
date shall be extended to the next  succeeding  Business  Day and  interest
shall be  payable  for any  principal  so  extended  for the period of such
extension.  At the time of each payment to the Administrative  Agent of any
principal of or interest on any  borrowing,  the Borrower  shall notify the
Administrative Agent of the Loans to which such payment shall apply. In the
absence of such  notice the  Administrative  Agent may specify the Loans to
which such payment shall apply,  but to the extent possible such payment or
prepayment will be applied first to the Loans comprised of Base Rate Loans.

Section  4.02......Pro  Rata  Treatment.  Except  to the  extent  otherwise
provided  herein each  Lender  agrees  that:  (a) each  borrowing  from the
Lenders  under  Section 2.01 and each  continuation  and  conversion  under
Section  2.02 shall be made from the  Lenders pro rata in  accordance  with
their  Percentage  Share,  each  payment of the Standby  Fee under  Section
2.05(a) and amounts owing to the Lenders (including amounts paid in respect
of Reimbursement  Obligations,  to the extent actually participated in by a
Lender)  shall be made for account of the  Lenders  pro rata in  accordance
with their  Percentage  Shares and each  termination  or  reduction  of the
amount of the Aggregate  Commitments under Section 2.04(a) shall be applied
to the Commitment of each Lender,  pro rata according to the amounts of its
respective  Percentage Share; (b) except during the continuance of an Event
of Default,  each payment of principal of Committed  Loans,  the  aggregate
Reimbursement  Obligations  then  owing  and the Cash  Collaterization  for
contingent  liabilities  under Letter of Outstandings by the Borrower shall
be made  for  account  of the  Lenders  pro  rata in  accordance  with  the
respective  unpaid  principal  amount  of the  Type  of  Loans  so  paid as
designated  pursuant to Section 4.01; (c) except during the  continuance of
an Event of Default,  each  payment of interest on  Committed  Loans by the
Borrower  shall be made for account of the  Lenders pro rata in  accordance
with the amounts of interest due and payable to the  respective  Lenders on
the Type of Loans  to which  such  interest  payment  is to be  applied  as
designated  pursuant to Section 4.01; and (d) during the  continuance of an
Event of Default  each payment on the Loans shall be applied as provided in
Section 10.02(c).

Section  4.03......Computations.  Interest  on  Eurodollar  Loans and fees,
including  any Letter of Credit  fees,  shall be computed on the basis of a
year of 360 days and  actual  days  elapsed  (including  the  first day but
excluding the last day)  occurring in the period for which such interest is
payable,  unless such calculation  would exceed the Highest Lawful Rate, in
which case interest shall be calculated on the per annum basis of a year of
365 or 366 days,  as the case may be.  Interest on Base Rate Loans shall be
computed on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed  (including  the first day but  excluding the last day)
occurring in the period for which such interest is payable.

Section  4.04......Non-receipt of Funds by the Administrative Agent. Unless
the  Administrative  Agent  shall  have  been  notified  by a Lender or the
Borrower  prior to the date on which such  notifying  party is scheduled to
make payment to the  Administrative  Agent (in the case of a Lender) of the
proceeds  of a Loan  or (in the  case of the  Borrower)  a  payment  to the
Administrative  Agent for account of one or more of the  Lenders  hereunder
(such payment being herein  called the  "Required  Payment"),  which notice
shall  be  effective  upon  receipt,  that it does not  intend  to make the
Required Payment to the Administrative  Agent, the Administrative Agent may
assume that the  Required  Payment has been made and may, in reliance  upon
such  assumption  (but shall not be required to),  make the amount  thereof
available to the intended  recipient(s) on such date and, if such Lender or
the Borrower (as the case may be) has not in fact made the Required Payment
to the  Administrative  Agent,  the  recipient(s) of such payment shall, on
demand,  repay to the  Administrative  Agent the  amount so made  available
together  with  interest  thereon  in respect of each day during the period
commencing  on  the  date  such  amount  was  so  made   available  by  the
Administrative  Agent until but excluding the date the Administrative Agent
recovers  such  amount  at a rate  per  annum  which,  for  any  Lender  as
recipient, will be equal to the Federal Funds Rate, and for the Borrower as
recipient, will be equal to the Base Rate plus the Applicable Margin.

Section 4.05......Set-off, Sharing of Payments, Etc.

(a) The Borrower  agrees that, in addition to (and without  limitation  of)
any right of set-off,  bankers' lien or counterclaim a Lender may otherwise
have, each Lender shall have the right and be entitled,  at its option,  to
offset  balances held by it or by any of its  Affiliates for account of the
Borrower  or any  Subsidiary  at any of its  offices,  in Dollars or in any
other  currency,  against  any  principal  of or  interest  on any of  such
Lender's Loans, or any other amount payable to such Lender hereunder, which
is not paid when due  (regardless  of whether such balances are then due to
the Borrower),  in which case it shall promptly notify the Borrower and the
Administrative  Agent thereof,  provided that such Lender's failure to give
such notice shall not affect the validity thereof.

(b) If any Lender shall obtain  payment of any  principal of or interest on
any Loan  made by it to the  Borrower  under  this  Agreement  through  the
exercise of any right of set-off,  banker's lien or counterclaim or similar
right or  otherwise,  and, as a result of such  payment,  such Lender shall
have  received  a greater  percentage  of the  principal  or  interest  (or
reimbursement)  then due  hereunder by the Borrower to such Lender than the
percentage  received by any other Lenders, it shall promptly (i) notify the
Administrative  Agent and each other Lender  thereof and (ii) purchase from
such other Lenders participations in (or, if and to the extent specified by
such Lender,  direct interests in) the Loans made by such other Lenders (or
in interest due thereon, as the case may be) in such amounts, and make such
other adjustments from time to time as shall be equitable,  to the end that
all the Lenders shall share the benefit of such excess  payment (net of any
expenses  which may be incurred by such Lender in obtaining  or  preserving
such  excess  payment)  pro rata in  accordance  with the unpaid  principal
and/or  interest on the Loans held by each of the Lenders.  To such end all
the Lenders shall make  appropriate  adjustments  among  themselves (by the
resale of participations sold or otherwise) if such payment is rescinded or
must  otherwise  be  restored.  The  Borrower  agrees  that any  Lender  so
purchasing a participation  (or direct interest) in the Loans made by other
Lenders (or in interest due  thereon,  as the case may be) may exercise all
rights of  set-off,  banker's  lien,  counterclaim  or similar  rights with
respect  to such  participation  as fully as if such  Lender  were a direct
holder of Loans in the  amount  of such  participation.  Nothing  contained
herein shall  require any Lender to exercise any such right or shall affect
the right of any Lender to exercise, and retain the benefits of exercising,
any such right with respect to any other  indebtedness or obligation of the
Borrower. If under any applicable  bankruptcy,  insolvency or other similar
law, any Lender receives a secured claim in lieu of a set-off to which this
Section  4.05  applies,  such  Lender  shall,  to the  extent  practicable,
exercise its rights in respect of such secured claim in a manner consistent
with the rights of the Lenders  entitled  under this  Section 4.05 to share
the benefits of any recovery on such secured claim.

Section 4.06......Taxes.

(a) Payments Free and Clear. Any and all payments by the Borrower hereunder
shall be made,  in  accordance  with  Section  4.01,  free and clear of and
without deduction for any and all present or future taxes, levies, imposts,
deductions,  charges or  withholdings,  and all  liabilities  with  respect
thereto,  excluding,  in the  case of each  Lender  and the  Administrative
Agent, taxes imposed on their income and franchise or similar taxes imposed
on them,  by (i) any  jurisdiction  (or political  subdivision  thereof) of
which the  Administrative  Agent or such  Lender,  as the case may be, is a
citizen or  resident  or in which such  Lender  has an  Applicable  Lending
Office,  (ii) the  jurisdiction (or any political  subdivision  thereof) in
which the  Administrative  Agent or such Lender is organized,  or (iii) any
jurisdiction (or political  subdivision  thereof) in which such Lender, the
Administrative Agent is presently doing business in which taxes are imposed
solely  as a result  of  doing  business  in such  jurisdiction  (all  such
non-excluded taxes, levies, imposts, deductions,  charges, withholdings and
liabilities  being  hereinafter  referred to as  "Taxes").  If the Borrower
shall be  required by law to deduct any Taxes from or in respect of any sum
payable hereunder to the Lenders or the  Administrative  Agent, (A) the sum
payable shall be increased by the amount necessary so that after making all
required  deductions  (including  deductions  applicable to additional sums
payable under this Section 4.06) such Lender, the Administrative  Agent (as
the case may be) shall  receive  an amount  equal to the sum it would  have
received had no such deductions been made, (B) the Borrower shall make such
deductions and (C) the Borrower  shall pay the full amount  deducted to the
relevant  taxing  authority or other  Governmental  Authority in accordance
with applicable law.

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

(c) Indemnification. To the fullest extent permitted by applicable law, the
Borrower will  indemnify each Lender and the  Administrative  Agent for the
full  amount of Taxes and Other Taxes  (including,  but not limited to, any
Taxes or Other  Taxes  imposed  by any  Governmental  Authority  on amounts
payable under this Section 4.06) paid by such Lender or the  Administrative
Agent (on their behalf or on behalf of any Lender), as the case may be, and
any  liability  (including   penalties,   interest  and  expenses)  arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes
were correctly or legally asserted unless the payment of such Taxes was not
correctly or legally asserted and such Lender's or  Administrative  Agent's
payment of such Taxes or Other Taxes was the result of its gross negligence
or willful misconduct.  Any payment pursuant to such indemnification  shall
be  made  within   thirty  (30)  days  after  the  date  any  Lender,   the
Administrative Agent, as the case may be, makes written demand therefor. If
any  Lender  or the  Administrative  Agent  receives  a refund or credit in
respect  of  any  Taxes  or  Other  Taxes  for  which  such   Lender,   the
Administrative  Agent  has  received  payment  from the  Borrower  it shall
promptly  notify the  Borrower  of such  refund or credit and shall,  if no
Default  has  occurred  and is  continuing,  within  thirty (30) days after
receipt of a request by the  Borrower  (or promptly  upon  receipt,  if the
Borrower  has  requested  application  for such  refund or credit  pursuant
hereto),  pay an amount  equal to such  refund  or  credit to the  Borrower
without interest (but with any interest so refunded or credited),  provided
that the  Borrower,  upon the request of such  Lender,  the  Administrative
Agent, agrees to return such refund or credit (plus penalties,  interest or
other charges) to such Lender or the Administrative Agent in the event such
Lender or the  Administrative  Agent is  required  to repay such  refund or
credit.  Nothing  in this  Section  4.06 (c)  shall  oblige  any  Lender to
disclose to the Borrower or any other person any information  regarding its
tax affairs or tax  computations  or interfere with the right of any Lender
to arrange its tax affairs in whatever manner it thinks fit.

(d) Lender Statements.

(i) Each Lender  represents  that it is either (1) a corporation or banking
association organized under the laws of the United States of America or any
state  thereof or (2) it is  entitled  to  complete  exemption  from United
States  withholding  tax  imposed  on or  with  respect  to  any  payments,
including  fees,  to be made to it pursuant to this  Agreement (A) under an
applicable  provision  of a tax  convention  to which the United  States of
America is a party or (B) because it is acting through a branch,  agency or
office in the United States of America and any payment to be received by it
hereunder is  effectively  connected with a trade or business in the United
States  of  America.  Each  Lender  that is not a  corporation  or  banking
association organized under the laws of the United States of America or any
state  thereof  agrees to provide to the  Borrower  and the  Administrative
Agent on the Closing Date, or on the date of its delivery of the Assignment
pursuant to which it becomes a Lender,  and at such other times as required
by United States law or as the Borrower or the  Administrative  Agent shall
reasonably  request,  two accurate and complete  original  signed copies of
either  (A)  Internal  Revenue  Service  Form  W-8ECI (or  successor  form)
certifying that all payments to be made to it hereunder will be effectively
connected  to  a  United   States  trade  or  business  (the  "Form  W-8ECI
Certification")  or (B) Internal  Revenue Service Form W-8BEN (or successor
form) certifying that it is entitled to the benefit of a provision of a tax
convention  to  which  the  United  States  of  America  is a  party  which
completely  exempts from United States  withholding  tax all payments to be
made to it hereunder (the "Form W-8BEN  Certification").  In addition, each
Lender agrees that if it previously filed a Form W-8ECI  Certification,  it
will deliver to the Borrower and the Administrative Agent a new Form W-8ECI
Certification  prior to the first  payment  date  occurring  in each of its
subsequent  taxable  years;  and  if it  previously  filed  a  Form  W-8BEN
Certification, it will deliver to the Borrower and the Administrative Agent
a new  certification  prior to the first  payment date falling in the third
year following the previous filing of such certification.  Each Lender also
agrees to deliver to the Borrower and the  Administrative  Agent such other
or supplemental forms as may at any time be required as a result of changes
in  applicable  law or regulation in order to confirm or maintain in effect
its  entitlement  to exemption  from United States  withholding  tax on any
payments  hereunder,  provided that the circumstances of such Lender at the
relevant  time  and  applicable  laws  permit  it to  do  so.  If a  Lender
determines,  as a  result  of  any  change  in  either  (i) a  Governmental
Requirement or (ii) its circumstances, that it is unable to submit any form
or  certificate  that it is  obligated  to submit  pursuant to this Section
4.06,  or that it is  required  to  withdraw  or  cancel  any such  form or
certificate previously submitted, it shall promptly notify the Borrower and
the  Administrative  Agent of such fact; and, if as a result of such change
the  Borrower is required  to pay or  reimburse  such Lender for any United
States  withholding tax with respect to any payments,  including fees, made
pursuant  to this  Agreement,  the  Borrower  shall  have  the  right  with
assistance  of the  Administrative  Agent,  to seek a  mutually  acceptable
Lender or Lenders to purchase the Notes and assume the  Commitments of such
Lender.  If a Lender is organized under the laws of a jurisdiction  outside
the United  States of America,  unless the Borrower and the  Administrative
Agent  have   received  a  Form   W-8BEN   Certification   or  Form  W-8ECI
Certification  satisfactory to them indicating that all payments to be made
to such Lender hereunder are not subject to United States  withholding tax,
the Borrower  shall  withhold  taxes from such  payments at the  applicable
statutory  rate.  Each Lender  agrees to  indemnify  and hold  harmless the
Borrower or  Administrative  Agent,  as applicable,  from any United States
taxes, penalties, interest and other expenses, costs and losses incurred or
payable  by (i) the  Administrative  Agent  as a  result  of such  Lender's
failure to submit any form or  certificate  that it is  required to provide
pursuant to this Section  4.06 or (ii) the  Borrower or the  Administrative
Agent as a result of their reliance on any such form or  certificate  which
such Lender has provided to them pursuant to this Section 4.06.

(ii) For any  period  with  respect to which a Lender has failed to provide
the Borrower with the form required  pursuant to this Section 4.06, if any,
(other  than  if  such  failure  is  due  to a  change  in  a  Governmental
Requirement occurring subsequent to the date on which a form originally was
required  to  be   provided),   such  Lender   shall  not  be  entitled  to
indemnification  under  Section 4.06 with  respect to taxes  imposed by the
United  States which taxes would not have been imposed but for such failure
to provide such forms;  provided,  however,  that should a Lender, which is
otherwise  exempt  from or subject  to a reduced  rate of  withholding  tax
becomes  subject to taxes because of its failure to deliver a form required
hereunder,  the  Borrower  shall  take  such  steps  as such  Lender  shall
reasonably request to assist such Lender to recover such taxes.

(iii) Any Lender claiming any additional  amounts payable  pursuant to this
Section  4.06  shall use  reasonable  efforts  (consistent  with  legal and
regulatory  restrictions) to file any certificate or document  requested by
the Borrower or the  Administrative  Agent or to change the jurisdiction of
its  Applicable  Lending Office or to contest any tax imposed if the making
of such a filing or change or contesting  such tax would avoid the need for
or reduce the amount of any such  additional  amounts  that may  thereafter
accrue  and  would  not,  in the  sole  determination  of such  Lender,  be
otherwise disadvantageous to such Lender.

(iv) Each of the  Lenders  represents  that it in good faith is not relying
upon any  "margin  stock"  (as  defined  in  Regulation  U of the  Board of
Governors of the Federal  Reserve System) as collateral in the extension or
maintenance of the credit provided for in this Agreement.

(v) Each of the Lenders represents that it is its present intention to make
its Loans and to  acquire  the Notes to its order for its own  account as a
result of making Loans in the  ordinary  course of its  commercial  banking
business  and not with a view to the  public  distribution  or public  sale
thereof; subject,  nonetheless,  to any legal or administrative requirement
that the  disposition of such Lender's  property at all times be within its
control.

ARTICLE V.........

                              CAPITAL ADEQUACY

Section 5.01......Additional Costs.

(a)  Eurodollar  Regulations,  etc. The Borrower shall pay directly to each
Lender from time to time such  amounts as such Lender may  determine  to be
necessary to compensate  such Lender for any costs which it determines  are
attributable  to its making or maintaining  of any Eurodollar  Loans or its
obligation to make any such Loans or any reduction in any amount receivable
by such Lender hereunder in respect of any of such Loans or such obligation
(such increases in costs and reductions in amounts  receivable being herein
called "Additional Costs"), resulting from any Regulatory Change which: (i)
changes the basis of taxation of any amounts  payable to such Lender  under
this  Agreement  or any Note in respect of any of such  Loans  (other  than
taxes imposed on the overall net income of such Lender or of its Applicable
Lending  Office  for any of such  Loans by the  jurisdiction  in which such
Lender has its  principal  office or  Applicable  Lending  Office;  or (ii)
imposes or modifies any reserve,  special deposit, minimum capital, capital
ratio or similar requirements relating to any extensions of credit or other
assets of, or any deposits with or other liabilities of such Lender, or the
Commitment or Loans of such Lender or the Eurodollar  interbank  market; or
(iii) imposes any other condition  affecting this Agreement or any Note (or
any  of  such  extensions  of  credit  or  liabilities)  or  such  Lender's
Commitment or Loans. Each Lender will notify the  Administrative  Agent and
the  Borrower  of any event  occurring  after the  Closing  Date which will
entitle  such  Lender to  compensation  pursuant  to this  Section  5.01 as
promptly as practicable  after it obtains  knowledge thereof and determines
to request such  compensation,  and will  designate a different  Applicable
Lending Office for the Loans of such Lender  affected by such event if such
designation  will  avoid  the need for,  or  reduce  the  amount  of,  such
compensation  and  will  not,  in the  sole  opinion  of  such  Lender,  be
disadvantageous  to such  Lender,  provided  that such Lender shall have no
obligation  to so designate an  Applicable  Lending  Office  located in the
United States. If any Lender requests  compensation from the Borrower under
this Section 5.01(a),  the Borrower may, by notice to such Lender,  suspend
the  obligation  of such Lender to make  additional  Loans of the Type with
respect to which such compensation is requested until the Regulatory Change
giving  rise to such  request  ceases  to be in effect  (in which  case the
provisions of Section 5.04 shall be applicable).

(b)  Regulatory  Change.  Without  limiting the effect of the provisions of
Section 5.01(a),  in the event that, by reason of any Regulatory  Change or
any other  circumstances  arising  after the Closing  Date  affecting  such
Lender,  the Eurodollar  interbank market or such Lender's position in such
market,  any Lender either (i) incurs Additional Costs based on or measured
by the  excess  above a  specified  level of the  amount of a  category  of
deposits or other  liabilities  of such Lender which  includes  deposits by
reference to which the interest rate on  Eurodollar  Loans is determined as
provided in this  Agreement or a category of  extensions of credit or other
assets of such  Lender  which  includes  Eurodollar  Loans or (ii)  becomes
subject to  restrictions on the amount of such a category of liabilities or
assets which it may hold,  then,  if such Lender so elects by notice to the
Borrower, the obligation of such Lender to make additional Eurodollar Loans
shall be  suspended  until such  Regulatory  Change or other  circumstances
ceases to be in effect (in which case the  provisions of Section 5.04 shall
be applicable).

(c)  Capital  Adequacy.  Without  limiting  the  effect  of  the  foregoing
provisions  of this Section 5.01 (but  without  duplication),  the Borrower
shall pay  directly to any Lender from time to time on request such amounts
as such Lender may reasonably  determine to be necessary to compensate such
Lender or its parent or holding  company for any costs which it  determines
are attributable to the maintenance by such Lender or its parent or holding
company (or any Applicable  Lending  Office),  pursuant to any Governmental
Requirement  following any Regulatory  Change, of capital in respect of its
Commitment,  its Notes, its Loans or its Letters of Credit participated in,
such compensation to include,  without  limitation,  an amount equal to any
reduction  of the rate of return on assets or equity of such  Lender or its
parent or holding  company (or any  Applicable  Lending  Office) to a level
below  that which such  Lender or its  parent or  holding  company  (or any
Applicable  Lending  Office) could have achieved but for such  Governmental
Requirement.  Such Lender will notify the  Borrower  that it is entitled to
compensation  pursuant to this Section  5.01(c) as promptly as  practicable
after it determines to request such compensation.

(d)  Compensation  Procedure.  Any Lender  notifying  the  Borrower  of the
incurrence of Additional Costs under this Section 5.01 shall in such notice
to the Borrower and the Administrative Agent set forth in reasonable detail
the basis and amount of its request for  compensation.  Determinations  and
allocations  by each Lender for purposes of this Section 5.01 of the effect
of any  Regulatory  Change  pursuant  to Section  5.01(a) or (b), or of the
effect of capital maintained  pursuant to Section 5.01(c),  on its costs or
rate of return of maintaining  Loans or its obligation to make Loans, or on
amounts  receivable by it in respect of Loans,  and of the amounts required
to compensate such Lender under this Section 5.01,  shall,  absent manifest
error,  be  conclusive  and binding for all  purposes,  provided  that such
determinations  and allocations are made on a reasonable basis. Any request
for  additional  compensation  under this Section 5.01 shall be paid by the
Borrower  within  thirty  (30) days of the  receipt by the  Borrower of the
notice described in this Section 5.01(d).

(e)  Replacement  of Bank.  If any Lender has demanded  compensation  under
Section  5.01(c),  the Borrower shall have the right (so long as no Default
or Event of  Default  shall be in  existence)  with the  assistance  of the
Administrative  Agent, to seek a Lender or Lenders  mutually  acceptable to
the Borrower and the Administrative  Agent to purchase the Notes and assume
the Commitments of such Lender.

Section  5.02......Limitation  on Eurodollar Loans.  Anything herein to the
contrary  notwithstanding,  if,  on or  prior to the  determination  of any
Eurodollar Rate for any Interest Period:

(a) the  Administrative  Agent  determines  (which  determination  shall be
conclusive,  absent  manifest  error) that quotations of interest rates for
the relevant deposits  referred to in the definition of "Eurodollar  Rate,"
as the case may be, in Section 1.02 are not being  provided in the relevant
amounts or for the relevant maturities for purposes of determining rates of
interest for Eurodollar Loans as provided herein; or

(b) the  Administrative  Agent  determines  (which  determination  shall be
conclusive,  absent  manifest  error) that the  relevant  rates of interest
referred to in the definition of "Eurodollar  Rate," as the case may be, in
Section  1.02 upon the basis of which the rate of interest  for  Eurodollar
Loans for such Interest  Period is to be determined  are not  sufficient to
adequately  cover  the  cost  to  the  Lenders  of  making  or  maintaining
Eurodollar Loans;

then the  Administrative  Agent  shall  give  the  Borrower  prompt  notice
thereof, and so long as such condition remains in effect, the Lenders shall
be under no obligation to make additional Eurodollar Loans.

Section  5.03......Illegality.  Notwithstanding any other provision of this
Agreement,  in the event  that it  becomes  unlawful  for any Lender or its
Applicable  Lending  Office to honor  its  obligation  to make or  maintain
Eurodollar  Loans  hereunder,  then such Lender shall  promptly  notify the
Borrower  thereof and such  Lender's  obligation to make  Eurodollar  Loans
shall be  suspended  until  such time as such  Lender  may  again  make and
maintain  Eurodollar  Loans (in which case the  provisions  of Section 5.04
shall be applicable).

Section  5.04......Base Rate Loans. If the obligation of any Lender to make
Eurodollar Loans shall be suspended pursuant to Sections 5.01, 5.02 or 5.03
("Affected  Loans"),  all Affected  Loans which would  otherwise be made by
such  Lender  shall be made  instead as Base Rate Loans  (and,  if an event
referred to in Section 5.01(b) or Section 5.03 has occurred and such Lender
so requests by notice to the  Borrower,  all Affected  Loans of such Lender
then outstanding  shall be automatically  converted into Base Rate Loans on
the date  specified  by such Lender in such notice) and, to the extent that
Affected  Loans are so made as (or  converted  into) Base Rate  Loans,  all
payments of principal  which would  otherwise  be applied to such  Lender's
Affected Loans shall be applied instead to its Base Rate Loans.

Section  5.05......Compensation.  The  Borrower  shall  pay to each  Lender
within thirty (30) days of receipt of written request of such Lender (which
request shall set forth,  in reasonable  detail,  the basis for  requesting
such amounts and which shall be  conclusive  and binding,  absent  manifest
error,  for all purposes  provided that such  determinations  are made on a
reasonable  basis),  such amount or amounts as shall  compensate it for any
loss,  cost,   expense  or  liability  which  such  Lender  determines  are
attributable to:

(a) any payment,  prepayment or  conversion  of a Eurodollar  Loan properly
made by such  Lender or the  Borrower  for any reason  (including,  without
limitation,  the  acceleration of the Loans pursuant to Section 10.02) on a
date other than the last day of the Interest Period for such Loan; or

(b) any failure by the Borrower for any reason  (including  but not limited
to, the failure of any of the conditions  precedent specified in Article VI
to be satisfied) to borrow, continue or convert a Eurodollar Loan from such
Lender on the date for such borrowing, continuation or conversion specified
in the relevant notice given pursuant to Section 2.02(c).

Without limiting the effect of the preceding  sentence,  such  compensation
shall  include an amount equal to the excess,  if any, of (i) the amount of
interest which would have accrued on the principal amount so paid,  prepaid
or converted or not borrowed for the period from the date of such  payment,
prepayment  or  conversion  or  failure  to  borrow  to the last day of the
Interest Period for such Loan (or, in the case of a failure to borrow,  the
Interest  Period  for such Loan  which  would  have  commenced  on the date
specified for such  borrowing) at the applicable  rate of interest for such
Loan  provided  for herein over (ii) the  interest  component of the amount
such  Lender  would  have bid in the  London  interbank  market  for Dollar
deposits of leading banks in amounts  comparable to such  principal  amount
and with maturities  comparable to such period (as reasonably determined by
such Lender).

ARTICLE VI........

                            CONDITIONS PRECEDENT

Section  6.01......Closing  and  Initial  Funding.  The  obligation  of the
Lenders to make the  Initial  Funding or issue any Letters of Credit on the
Closing Date (if any) is subject to the  following:  (a) the receipt by the
Administrative  Agent  and the  Lenders  of all fees  payable  pursuant  to
Section 2.05 and all fees payable  pursuant to the Fee Letter;  (b) that no
material adverse change shall have occurred since September 30, 2003 in the
financial  position or the results of  operation  of the  Borrower  and its
Subsidiaries  taken as a whole or the facts and  information  regarding the
Borrower  and its  Subsidiaries  represented  to the  Lenders  prior to the
Closing Date and the satisfaction of the other conditions  provided in this
Section 6.01,  (c) the  termination  on the Effective  Date of the Existing
Agreement and the repayment by the Borrower of all amounts due and owing to
the Existing Lenders under the Existing  Agreement,  and (d) the receipt by
the Administrative Agent of the following documents, each of which shall be
reasonably satisfactory to the Administrative Agent in form and substance:

(i) Executed counterparts of this Agreement.

(ii) A  certificate  of the  Secretary  or an  Assistant  Secretary  of the
Borrower  setting  forth (A)  resolutions  of its board of  directors  with
respect to the  authorization  of the  Borrower to execute and deliver this
Agreement and the Notes and to enter into the transactions  contemplated in
those documents, (B) the officers of the Borrower (I) who are authorized to
sign this  Agreement  and the Notes and (II) who will,  until  replaced  by
another  officer or officers duly  authorized for that purpose,  act as its
representative for the purposes of signing documents and giving notices and
other communications in connection with this Agreement and the transactions
contemplated  hereby, (C) specimen  signatures of the Authorized  Officers,
and (D) the  articles or  certificate  of  incorporation  and bylaws of the
Borrower,  certified as being true and complete.  The Administrative  Agent
and  the  Lenders  may  conclusively  rely on such  certificate  until  the
Administrative  Agent  receives  notice in writing from the Borrower to the
contrary.

(iii)  Certificates  of the  Secretary  of  State  of the  Commonwealth  of
Kentucky with respect to the existence,  qualification and good standing of
the Borrower.

(iv) A compliance  certificate  which shall be substantially in the form of
Exhibit C, duly and properly  executed by a Financial  Officer and dated as
of the Effective Date.

(v) Notes duly completed and executed.

(vi) An opinion of  Borrower's  senior  in-house  counsel,  at or above the
Senior  Counsel  level  or  other  counsel  for  the  Borrower   reasonably
satisfactory  to the  Administrative  Agent,  substantially  in the form of
Exhibit D hereto.

(vii) Such other  documents  as the  Administrative  Agent or any Lender or
special counsel to the Administrative Agent may reasonably request.

Section  6.02......Initial  and Subsequent Loans and Letters of Credit. The
obligation  of the Lenders to make any Loans or issue any Letters of Credit
to the Borrower upon the occasion of each  borrowing  hereunder  (including
the Initial  Funding and any  continuation  and  conversion  under  Section
2.02(d) or (e)) is subject to the further conditions  precedent that, as of
the date of such  Loans and after  giving  effect  thereto:  (a) no Default
shall have occurred and be continuing; (b) no Material Adverse Effect shall
have  occurred;  and (c) the  representations  and  warranties  made by the
Borrower  in Article  VII shall be true on and as of the date of the making
of such Loans or the  issuance  of any Letter of Credit with the same force
and  effect  as if made on and as of  such  date  and  following  such  new
borrowing, except to (I) the extent such representations and warranties are
expressly  limited to an earlier date, (II) the Majority Lenders  expressly
consent in writing to the contrary and (III) provided, that with respect to
a new Loan or Letter of Credit  pursuant to a  continuation  or  conversion
under Section 2.02(d) or (e), it shall not be a condition precedent to such
Loan that  Section  7.02 or 7.03 be true and correct as of the date of such
Loan or Letter of Credit.  Each request for a borrowing  and each  Issuance
Request by the Borrower  hereunder shall  constitute a certification by the
Borrower to the effect set forth in the preceding  sentence (both as of the
date of such  notice  and,  unless  the  Borrower  otherwise  notifies  the
Administrative  Agent prior to the date of and  immediately  following such
borrowing or issuance of Letter of Credit as of the date thereof).

ARTICLE VII.......

                       REPRESENTATIONS AND WARRANTIES

         The Borrower  represents and warrants to the Administrative  Agent
and the Lenders that (each  representation  and warranty herein is given as
of the Closing  Date and shall be deemed  repeated  and  reaffirmed  on the
dates of each borrowing as provided in Section 6.02):

Section 7.01......Existence. The Borrower: (a) is duly organized or formed,
legally existing and in good standing, if applicable, under the laws of the
jurisdiction  of its formation;  (b) has all requisite  power,  and has all
material  governmental  licenses,  authorizations,  consents and  approvals
necessary  to own its assets and carry on its  business  as now being or as
proposed  to be  conducted;  and (c) is  qualified  to do  business  in all
jurisdictions  in which the nature of the  business  conducted  by it makes
such  qualification  necessary and where failure so to qualify would have a
Material Adverse Effect.

Section  7.02......Financial  Condition.  The audited  Consolidated balance
sheet of the Borrower and its Subsidiaries as at September 30, 2003 and the
related Consolidated  statements of income, common stockholders' equity and
cash flows of the Borrower and its  Subsidiaries  for the fiscal year ended
on said date,  with the  opinion  thereon  of Ernst & Young LLP  heretofore
furnished  to  each  of  the  Lenders  on  Form  10-K,  and  the  unaudited
Consolidated  balance  sheet of the  Borrower  and its  Subsidiaries  as at
December 31, 2003 and the related Consolidated statements of income, common
stockholders'  equity and cash flows of the Borrower  and its  Subsidiaries
for the three month period ended on such date  heretofore  furnished to the
Administrative   Agent  on  Form  10-Q,  fairly  present  the  Consolidated
financial  position of the Borrower and its  Subsidiaries  as at said dates
and the  Consolidated  results of their  operations for the fiscal year and
the three month periods ended on said dates,  all in accordance  with GAAP.
Since September 30, 2003, there has been no Material Adverse Effect.

Section  7.03......Litigation.  Except  as  disclosed  to  the  Lenders  in
Schedule 7.03 hereto,  there is no  litigation,  legal,  administrative  or
arbitral  proceeding,  investigation  or other action of any nature pending
or, to the  knowledge of the Borrower  threatened  against or affecting the
Borrower or any  Subsidiary the probable  outcome of which would  adversely
affect the  validity  or  enforceability  of this  Agreement  or any of the
Notes, or would have a Material Adverse Effect.

Section  7.04......No  Breach.  Neither the  execution and delivery of this
Agreement  and the  Notes,  nor  compliance  with the terms and  provisions
hereof will  conflict with or result in a breach of, or require any consent
which has not been  obtained as of the Closing Date under,  the  respective
Third Restated  Articles of  Incorporation  or by-laws of the Borrower,  as
amended, or any Governmental Requirement or any indenture or loan or credit
agreement  or any  other  material  agreement  or  instrument  to which the
Borrower  is a  party  or by  which  it is  bound  or to  which  it or  its
Properties are subject,  or constitute a default under any such  indenture,
agreement or instrument which would materially adversely affect the ability
of the Borrower to perform its  obligations  under this Agreement or result
in the  creation  or  imposition  of any Lien upon any of the  revenues  or
assets of the Borrower or any Subsidiary  pursuant to the terms of any such
agreement or instrument.

Section  7.05......Authority.  The  Borrower  has all  necessary  power and
authority to execute,  deliver and perform its  obligations  hereunder  and
under  the  Notes;  and the  execution,  delivery  and  performance  by the
Borrower of this Agreement and the Notes,  have been duly authorized by all
necessary  action on its part; and this Agreement and the Notes  constitute
the legal,  valid and binding  obligations of the Borrower,  enforceable in
accordance  with their terms except as limited by  bankruptcy,  insolvency,
reorganization,  moratorium  or other  similar laws of general  application
relating  to or  affecting  creditor's  rights and  general  principles  of
equity.

Section   7.06......Approvals.   Except   as   have   been   obtained,   no
authorizations,  approvals or consents of, and no filings or  registrations
with, any Governmental Authority are necessary for the execution,  delivery
or  performance  by the Borrower of this  Agreement or the Notes or for the
validity or enforceability thereof.

Section  7.07......Use of Loans and Letters of Credit.  The proceeds of the
Loans and the Letters of Credit shall be used for general working  capital,
capital  expenditures  and  other  general  corporate  purposes,  including
without limitation, to support insurance requirements.  The Borrower is not
engaged principally, or as one of its important activities, in the business
of  extending  credit for the purpose,  whether  immediate,  incidental  or
ultimate,  of buying or  carrying  margin  stock  (within  the  meaning  of
Regulation  G, U or X of the  Board of  Governors  of the  Federal  Reserve
System), as they may be amended or interpreted from time to time.

Section 7.08......ERISA.

(a) The Borrower, each Subsidiary and each ERISA Affiliate have complied in
all material respects with ERISA and, where applicable,  the Code regarding
each Plan.

(b) Each Plan is, and has been,  maintained in substantial  compliance with
ERISA and, where applicable, the Code.

(c) No act,  omission or  transaction  has  occurred  which could result in
imposition on the Borrower,  any Subsidiary or any ERISA Affiliate (whether
directly or indirectly) of (i) either a civil penalty assessed  pursuant to
section 502(c), (i) or (l) of ERISA or a tax imposed pursuant to Chapter 43
of  Subtitle  D of the Code or (ii)  breach  of  fiduciary  duty  liability
damages under  section 409 of ERISA,  either of which would have a Material
Adverse Effect.

(d) No  liability  to the PBGC  (other  than  for the  payment  of  current
premiums  which are not past due) by the  Borrower,  any  Subsidiary or any
ERISA Affiliate has been or is expected by the Borrower,  any Subsidiary or
any ERISA Affiliate to be incurred with respect to any Plan. No ERISA Event
with respect to any Plan has occurred.

(e) Full payment when due has been made of all amounts  which the Borrower,
any  Subsidiary or any ERISA  Affiliate is required under the terms of each
Plan or applicable law to have paid as  contributions  to such Plan, and no
accumulated  funding  deficiency  (as  defined in section  302 of ERISA and
section 412 of the Code), whether or not waived, exists with respect to any
Plan.

(f) No Pension Plan has any Unfunded Pension Liability.

(g) None of the Borrower,  any Subsidiary or any ERISA Affiliate  sponsors,
maintains,  or contributes to an employee  welfare benefit plan, as defined
in section  3(1) of ERISA,  including,  without  limitation,  any such plan
maintained to provide benefits to former  employees of such entities,  that
may not be terminated by the Borrower,  a Subsidiary or any ERISA Affiliate
in its sole discretion at any time without any material liability.

(h) None of the Borrower,  any Subsidiary or any ERISA Affiliate  sponsors,
maintains  or  contributes  to, or has at any time in the  six-year  period
preceding the date of this Agreement  sponsored,  maintained or contributed
to,  any  Multiemployer  Plan  other than  those  listed on  Schedule  7.08
attached hereto. Prior to the execution of this Agreement, the Borrower has
furnished to the Majority Lenders with respect to each  Multiemployer  Plan
listed  on  Schedule  7.08  hereto  (i) a true and  substantially  complete
listing  of the  contributions  required  to be made by the  Borrower,  the
Subsidiaries and all ERISA Affiliates to such  Multiemployer  Plan for each
of the five calendar years preceding the date of this  Agreement,  and (ii)
true and complete copies of all information  which has been provided to any
of the Borrower,  a Subsidiary or any ERISA Affiliate regarding assessed or
potential withdrawal liability under any such Multiemployer Plan.

Section  7.09......Taxes.  Except as set out in Schedule 7.09,  each of the
Borrower and the  Subsidiaries  has filed all United States  Federal income
tax  returns and all other tax  returns  which are  required to be filed by
them and,  except for taxes which are being contested in good faith through
appropriate  proceedings,  have  paid  all  taxes  due on such  returns  or
pursuant to any assessment received by the Borrower or any Subsidiary.  The
charges,  accruals  and  reserves  on the  books  of the  Borrower  and the
Subsidiaries  in  respect  of taxes are,  in the  opinion of the  Borrower,
adequate. No tax lien has been filed and, to the knowledge of the Borrower,
no claim is being  asserted  with respect to any tax, fee or other  charge,
except for those for which adequate reserves have been provided.

Section  7.10......No  Material  Misstatements.   No  written  information,
statement,  exhibit,  certificate,  document  or  report  furnished  to the
Administrative  Agent and the Lenders  (or any of them) by the  Borrower in
connection  with the  negotiation of this Agreement  contained any material
misstatement  of fact or  omitted  to  state a  material  fact or any  fact
necessary to make the statement contained therein not materially misleading
in the light of the  circumstances  in which  made and with  respect to the
Borrower and the Subsidiaries  taken as a whole.  There is no fact peculiar
to the Borrower or any Substantial  Subsidiary which has a Material Adverse
Effect  or in the  future  is  reasonably  likely  to  have  (so far as the
Borrower can now foresee) a Material  Adverse Effect and which has not been
set  forth in this  Agreement  or the  other  documents,  certificates  and
statements  furnished  to the  Administrative  Agent by or on behalf of the
Borrower or any Subsidiary  prior to, or on, the Closing Date in connection
with the transactions contemplated hereby.

Section   7.11......Investment   Company   Act.  The  Borrower  is  not  an
"investment company" or a company "controlled" by an "investment  company,"
within the meaning of the Investment Company Act of 1940, as amended.

Section 7.12......Public Utility Holding Company Act. The Borrower is not a
"holding company," or a "subsidiary  company" of a "holding company," or an
"affiliate"  of a  "holding  company"  or of a  "subsidiary  company"  of a
"holding  company," or a "public  utility" within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

Section 7.13......Defaults.  No Default hereunder has occurred and is
continuing.

Section 7.14......Environmental Matters. Except (a) as provided in Schedule
7.14 or (b) as would not have a Material Adverse Effect (or with respect to
(iii), (iv) and (v) below, where the failure to take such actions would not
have a Material Adverse Effect):

(i)  Neither  any  Property  of the  Borrower  or any  Subsidiary  nor  the
operations  conducted thereon violate any order or requirement of any court
or Governmental Authority or any Environmental Laws;

(ii) Without limitation of clause (a) above, no Property of the Borrower or
any Subsidiary nor the operations  currently  conducted  thereon or, to the
best  knowledge  of the  Borrower,  by any prior  owner or operator of such
Property  or  operation,  are in  violation  of or  subject  to  any  known
existing,  pending or threatened action,  suit,  investigation,  inquiry or
proceeding  by or before  any  court or  Governmental  Authority  or to any
remedial obligations under Environmental Laws;

(iii) To the best knowledge of the Borrower, all notices, permits, licenses
or similar  authorizations,  if any,  required  to be  obtained or filed in
connection  with  the  operation  or use of any  and  all  Property  of the
Borrower and each Subsidiary,  including without limitation past or present
treatment,  storage,  disposal or release of a hazardous substance or solid
waste  into the  environment,  have been duly  obtained  or filed,  and the
Borrower  and  each  Subsidiary  are  in  compliance  with  the  terms  and
conditions   of  all  such   notices,   permits,   licenses   and   similar
authorizations;

(iv) All hazardous substances and solid waste, if any, generated at any and
all  Property  of the  Borrower  or any  Subsidiary  have in the past  been
transported,  treated and  disposed of in  accordance  with the  applicable
Environmental  Laws,  and, to the best knowledge of the Borrower,  all such
transport carriers and treatment and disposal  facilities have been and are
operating in compliance with  Environmental Laws and are not the subject of
any known existing, pending or threatened action,  investigation or inquiry
by any Governmental Authority in connection with any Environmental Laws;

(v) To the  extent  applicable,  all  Property  of the  Borrower  and  each
Subsidiary  currently  satisfies  all  applicable  design,  operation,  and
equipment  requirements  imposed by the OPA or  scheduled as of the Closing
Date to be  imposed  by OPA  during  the  term of this  Agreement,  and the
Borrower  does not have any reason to believe  that such  Property,  to the
extent subject to OPA, will not be able to maintain compliance with the OPA
requirements during the term of this Agreement; and

(vi)  Neither the  Borrower  nor any  Subsidiary  has any known  contingent
liability in connection with any release of any oil, hazardous substance or
solid waste into the  environment.  For  purposes of this  clause  (vi),  a
liability  shall be  deemed  contingent  when it rises to a level  where it
should be reported in  footnotes or  otherwise  in  financials  prepared in
accordance with GAAP or in appropriate filings with the SEC.

Section  7.15......Insurance.  The Borrower and each  Subsidiary  maintains
adequate  insurance and/or self insurance coverage in at least such amounts
and  against  at least  such  risks  (but  including  in any  event  public
liability) as are usually insured against by companies  engaged in the same
or a similar business, similarly situated, for the assets and operations of
the   Borrower  and  each   Subsidiary   including,   without   limitation,
environmental risk insurance to the extent reasonably necessary.

Section 7.16......Reportable  Transaction.  Neither the Borrower nor any of
its  Subsidiaries  expects to identify  one or more of the Loans under this
Agreement  as a  "reportable  transaction"  on IRS Form 8886 filed with the
U.S. tax returns for purposes of Section 6011,  6111 or 6112 of the Code or
the Treasury Regulations promulgated thereunder.

ARTICLE VIII......

                           AFFIRMATIVE COVENANTS

         The  Borrower  covenants  and agrees  that,  so long as any of the
Commitments  are in effect and until  payment  in full of all  Indebtedness
hereunder,  all  interest  thereon  and all other  amounts  payable  by the
Borrower hereunder:

Section  8.01......Reporting  Requirements.  The Borrower shall deliver, or
shall cause to be delivered,  to the Administrative  Agent, the Lenders and
each Issuer:

(a) Annual  Financial  Statements.  As soon as  available  and in any event
within  120  days  after  the end of  each  fiscal  year  of the  Borrower,
financial   statements   prepared  in  accordance  with  GAAP.  The  annual
statements shall be audited by independent  auditors of recognized national
standing acceptable to the Administrative  Agent and shall include a report
of the  independent  auditors  stating that in their opinion such financial
statements  present  fairly,  in all material  respects,  the  Consolidated
financial  position of the Borrower and its  Consolidated  subsidiaries and
the Consolidated  results of their operations and their  Consolidated  cash
flows for the respective  years, in conformity  with accounting  principles
generally  accepted in the United States.  In addition,  such opinion shall
not contain a "going concern" or like qualification or exception.

(b) Quarterly Financial  Statements.  As soon as available and in any event
within 60 days after the end of each of the first  three  fiscal  quarterly
periods of each fiscal year of the  Borrower,  Consolidated  statements  of
income,  common stockholders' equity and cash flows of the Borrower and its
Consolidated  Subsidiaries  for  the  period  from  the  beginning  of  the
respective  fiscal  year  to the  end  of  such  period,  and  the  related
Consolidated balance sheets as at the end of such period, and setting forth
in  each  case  in  comparative  form  the  corresponding  figures  for the
corresponding  period in the  preceding  fiscal  year,  accompanied  by the
certificate of a Financial Officer, which certificate shall state that said
financial statements fairly present the Consolidated financial position and
results of operations  and cash flows of the Borrower and its  Consolidated
Subsidiaries  in  accordance  with GAAP,  as at the end of,  and for,  such
period (subject to normal year-end audit adjustments).

(c) Notice of Default,  Etc.  Promptly  after the  Borrower  knows that any
Default  or any  Material  Adverse  Effect has  occurred,  a notice of such
Default or  Material  Adverse  Effect,  describing  the same in  reasonable
detail and the action the Borrower proposes to take with respect thereto.

(d) SEC Filings,  Etc. Promptly upon its becoming available,  (i) each Form
10K,  Form 10Q and  Form 8K,  filed  by the  Borrower  with any  securities
exchange or the SEC or any successor  agency and (ii) notice to each Lender
of the availability of each registration statement (other than registration
statements  on Form S-8 or Form S-3  relating to employee  benefit or stock
option plans) and promptly upon receiving a written request  therefor,  the
Borrower will furnish copies of such  registration  statement to the Lender
submitting the request.

(e)  Environmental  Matters.  Notice  of any  threatened  material  action,
investigation  or  inquiry  by any  Governmental  Authority  of  which  the
Borrower has knowledge,  in connection with any  Environmental  Laws, under
circumstances where such threatened action,  investigation or inquiry could
result in a Material Adverse Effect.

(f) Other Matters.  From time to time such other information  regarding the
business,  affairs or financial condition of the Borrower or any Subsidiary
(including,  without  limitation,  any Plan or  Multiemployer  Plan and any
reports  or other  information  required  to be filed  under  ERISA) as any
Lender, any Issuer or the Administrative Agent may reasonably request.

The Borrower will furnish to the Administrative Agent, the Lenders and each
Issuer, at the time it furnishes each set of financial  statements pursuant
to paragraph (a) or (b) above, a certificate  substantially  in the form of
Exhibit C hereto  executed  by a  Financial  Officer  certifying  as to the
matters set forth therein and stating that such financial  statements  have
been prepared in accordance  with GAAP and that he has no knowledge  that a
Default has occurred and is continuing (or, if any Default has occurred and
is continuing,  describing the same in reasonable detail and the action the
Borrower proposes to take with respect thereto).

Section  8.02......Litigation.  The  Borrower  shall  promptly,  after  the
commencement  thereof,  give to the  Administrative  Agent, the Lenders and
each Issuer notice of all  litigation,  legal,  administrative  or arbitral
proceedings  investigation  or other  action  of any  nature  of this  type
described in Section 7.03 hereof. The Borrower will, and will cause each of
the Subsidiaries to, promptly notify the Administrative  Agent, each of the
Lenders  and each  Issuer of any  judgment  affecting  any  Property of the
Borrower or any  Subsidiary  if the value of the  judgment  affecting  such
Property  shall  exceed  $50,000,000.  Upon  request of the  Administrative
Agent,  any Lender or any Issuer the Borrower will furnish to the Agent and
such  Lender  a list  of any  Liens  on  Property  of the  Borrower  or any
Subsidiary securing an obligation of in excess of $25,000,000.

Section 8.03......Maintenance, Etc.

(a) The  Borrower  shall  and  shall  use its best  efforts  to cause  each
Subsidiary to:  preserve and maintain its existence and all of its material
rights,  privileges and franchises (provided,  however, that nothing herein
contained  shall prevent any merger or  consolidation  permitted by Section
9.03) pay and discharge all taxes,  assessments and governmental charges or
levies  imposed on it or on its income or profits or on any of its Property
prior to the date on which penalties  attach  thereto,  except for any such
tax, assessment,  charge or levy the payment of which is being contested in
good faith and by proper  proceedings  and against which adequate  reserves
are being  maintained or which is not a material  liability of the Borrower
or any  Substantial  Subsidiary in relation to the  Consolidated  financial
condition of the Borrower and Subsidiaries taken as a whole.

(b) The  Borrower  will and will  cause  each  Subsidiary  to  operate  its
Properties  or cause  such  Properties  to be  operated  in a  careful  and
efficient  manner in  accordance  with the practices of the industry and in
material respects in compliance with all material  contracts and agreements
and with all applicable Governmental  Requirements except where the failure
to do so would not  reasonably be expected to result in a Material  Adverse
Effect.

(c) The Borrower  will keep or cause to be kept all property of a character
usually  insured  by  Persons  engaged  in the same or a similar  business,
similarly  situated  against  loss or damage  of all  kinds and in  amounts
customarily  insured against by such Persons and carry such other insurance
as is  usually  carried  by such  Persons  including,  without  limitation,
environmental  risk insurance,  through self insurance or with  financially
sound and reputable insurers.

Section  8.04......Further  Assurances.  The Borrower will and will use its
best efforts to cause each  Subsidiary  to cure promptly any defects in the
creation and issuance of the Notes and the  execution  and delivery of this
Agreement.  The  Borrower at its expense will and will use its best efforts
to  cause  each   Subsidiary  to  promptly   execute  and  deliver  to  the
Administrative Agent upon request all such other documents,  agreements and
instruments as may be reasonably requested to comply with or accomplish the
covenants and agreements of the Borrower or any Subsidiary, as the case may
be, in this Agreement,  or to further  evidence and more fully describe the
collateral  intended as security for the Notes,  or to state more fully the
security obligations set out herein, or to make any recordings, to file any
notices or obtain any consents,  all as may be necessary or  appropriate in
connection therewith.

Section  8.05......Performance  of  Obligations.  The Borrower will pay the
Notes according to the reading,  tenor and effect thereof; and the Borrower
will and  will use its best  efforts  to cause  each  Subsidiary  to do and
perform every act and discharge all of the  obligations to be performed and
discharged  by them under this  Agreement,  at the time or times and in the
manner specified.

Section  8.06......ERISA  Information  and  Compliance.  The Borrower  will
promptly furnish and will cause the Subsidiaries and any ERISA Affiliate to
promptly  furnish  to  the   Administrative   Agent  and  the  Lenders  (a)
immediately  upon becoming aware of the occurrence of any ERISA Event or of
any  "prohibited  transaction,"  as described in section 406 of ERISA or in
section 4975 of the Code, in connection  with any Plan or any trust created
thereunder  that results in a Material  Adverse  Effect,  a written  notice
signed by a Financial  Officer  specifying the nature thereof,  what action
the Borrower,  the Subsidiary or the ERISA  Affiliate is taking or proposes
to take with respect thereto, and, when known, any action taken or proposed
by the Internal Revenue  Service,  the Department of Labor or the PBGC with
respect thereto, (b) immediately upon receipt thereof, copies of any notice
of the PBGC's  intention  to  terminate  or to have a trustee  appointed to
administer  any Plan  (c)  immediately  upon  receipt  of a  notice  from a
Multiemployer  Plan regarding the imposition of withdrawal  liability in an
amount that would constitute a Material Adverse Effect, a true and complete
copy  of such  notice  and  (d)  immediately  upon  becoming  aware  that a
Multiemployer  Plan has been  terminated,  that the  administrator  or plan
sponsor of a Multiemployer Plan intends to terminate a Multiemployer  Plan,
or that the PBGC has instituted or intends to institute  proceedings  under
section 4042 of ERISA to terminate a  Multiemployer  Plan, a written notice
signed by a Financial Officer, specifying the nature of such occurrence and
any other  information  relating thereto requested by the Majority Lenders.
With respect to each Plan (other than a Multiemployer  Plan),  the Borrower
will, and will cause each Subsidiary and ERISA Affiliate to, (i) satisfy in
full  and in a  timely  manner,  without  incurring  any  late  payment  or
underpayment  charge or penalty and without giving rise to any lien, all of
the  contribution  and  funding  requirements  of  section  412 of the Code
(determined  without regard to  subsections  (d), (e), (f) and (k) thereof)
and of section 302 of ERISA (determined without regard to sections 303, 304
and 306 of  ERISA),  and (ii)  pay,  or cause to be paid,  to the PBGC in a
timely manner, without incurring any late payment or underpayment charge or
penalty, all premiums required pursuant to sections 4006 and 4007 of ERISA.

Section  8.07......Compliance  with Laws. The Borrower will, and will cause
each of its Subsidiaries to, comply with the laws,  rules,  regulations and
orders of any  Governmental  Authority  applicable to it or its  Properties
(including,  without  limitation,  Environmental  Laws),  except  where the
failure to do so would not  reasonably  be expected to result in a Material
Adverse Effect.

Section  8.08......Payment of Taxes. The Borrower will, and will cause each
of its Subsidiaries to, pay its Taxes, that, if not paid, could result in a
Material  Adverse  Effect  before the same shall  become  delinquent  or in
default, except where (a) the validity or amount thereof is being contested
in  good  faith  by  appropriate  proceedings,  (b)  the  Borrower  or such
Subsidiary  has set  aside on its  books  adequate  reserves  with  respect
thereto in accordance with GAAP and (c) the failure to make payment pending
such  contest  could not  reasonably  be  expected  to result in a Material
Adverse Effect.

ARTICLE IX........

                             NEGATIVE COVENANTS

         The  Borrower  covenants  and agrees  that,  so long as any of the
Commitments are in effect and until payment in full of Loans hereunder, all
interest  thereon and all other amounts payable by the Borrower  hereunder,
without the prior written consent of the Majority Lenders:

Section  9.01......Liens.  The  Borrower  will not, and will not permit any
Subsidiary  to,  create,  incur,  assume or permit to exist any Lien on any
Property now owned or hereafter owned by it, except:

(a) any Lien on any  property or asset of the  Borrower  or any  Subsidiary
existing on the date hereof;

(b) easements,  rights-of-way, minor defects or irregularities in title and
other similar  encumbrances having no material adverse effect on the use or
value of property or on the conduct of the Borrower's business;

(c)  unexercised  liens for taxes not delinquent or being contested in good
faith by appropriate  proceedings and for which adequate reserves are being
maintained;

(d) mechanics,  suppliers,  materialmen's  and similar liens arising in the
ordinary  course of  business  which are being  contested  in good faith by
appropriate action so long as the execution of such liens has been stayed;

(e)  deposits  to secure  workers'  compensation,  unemployment  insurance,
environmental liabilities and other similar items to the extent required by
applicable law and not securing indebtedness;

(f) Liens on equipment arising from capital leases;

(g) any Lien  existing on any  property  or asset prior to the  acquisition
thereof by the  Borrower or any  Subsidiary  or existing on any property or
asset of any Person that becomes a  Subsidiary  after the date hereof prior
to the time such Person  becomes a Subsidiary;  provided that (i) such Lien
is not created in  contemplation  of or in connection with such acquisition
or such Person  becoming a  Subsidiary,  as the case may be, (ii) such Lien
shall not  apply to any other  property  or assets of the  Borrower  or any
Subsidiary and (iii) such Lien shall secure only those obligations which it
secures on the date of such  acquisition  or the date such Person becomes a
Subsidiary, as the case may be;

(h) Liens on fixed or capital assets  acquired,  constructed or improved by
the Borrower or any Subsidiary;  provided that (i) such security  interests
and the Debt secured  thereby are incurred prior to or within 45 days after
such acquisition or the completion of such  construction or improvement and
(ii) such  security  interests  shall not  apply to any other  property  or
assets of the Borrower or any Subsidiary;

(i) Liens on office buildings and research facilities;

(j) Liens  which  secure  Debt owing by a  Subsidiary  to the  Borrower  or
another Subsidiary;

(k) any  extension,  renewal  or  replacement  (or  successive  extensions,
renewals or replacements), in whole or in part, of any Liens referred to in
the foregoing  clauses (a),  (f), (g), (h), (i) and (j),  provided that the
principal amount of the Debt secured thereby shall not exceed the principal
amount of the Debt so  secured  at the time of such  extension,  renewal or
replacement, and that such extension, renewal or replacement Liens shall be
limited to all or part of substantially the same property which secured the
Liens extended, renewed or replaced (plus improvements on such property);

(l)  Liens on  Excess  Margin  Stock,  if any,  with  Excess  Margin  Stock
determined on the date a Lien on such Excess Margin Stock is affixed;

(m) the entry into indemnity  agreements in connection with the issuance of
surety bonds by one or more insurance  companies at the request of Borrower
or a Subsidiary; and

(n) in addition to the  foregoing,  any other Liens  securing Debt which in
the aggregate amount does not exceed an amount equal to 10% of Consolidated
assets of the  Borrower as at the end of the then most  recently  completed
fiscal quarter as reflected on the financial  statements delivered pursuant
hereto.

Section  9.02......Sales and Leasebacks.  The Borrower will not nor will it
permit  any  Subsidiary  to  enter  into  any   arrangement,   directly  or
indirectly,  with any Person whereby the Borrower or any  Subsidiary  shall
sell or  transfer  any of its  Property,  whether  now  owned or  hereafter
acquired,  and  whereby  the  Borrower  or any  Subsidiary  shall  then  or
thereafter  rent or lease for a period of more than  three  years as lessee
such Property or any part thereof or other  Property  which the Borrower or
any  Subsidiary  intends  to use for  substantially  the  same  purpose  or
purposes as the Property sold or transferred unless either (i) the Borrower
or such Subsidiary would be entitled, pursuant to the provisions of Section
9.01,  to create Debt  secured by a Lien on the  Property to be leased,  or
(ii) the Borrower  (and in any such case the Borrower  covenants and agrees
that it will do so),  within four months after the  effective  date of such
sale  and  lease-back  transaction  (whether  made  by  the  Borrower  or a
Subsidiary),  applies to the retirement of Debt of the Borrower maturing by
the terms  thereof more than one year after the original  creation  thereof
(hereinafter  in this Section  called "Funded Debt") an amount equal to the
greater of (A) the net  proceeds  of the sale of the real  property  leased
pursuant to such  arrangement or (B) the fair value of the real property so
leased at the time of entering into such  arrangement (as determined by the
Borrower's  Board of Directors);  provided that the amount to be applied to
the  retirement  of Funded Debt shall be reduced by an amount  equal to the
principal amount of other Funded Debt  voluntarily  retired by the Borrower
within  such  four-month  period,  excluding  retirements  of  Funded  Debt
pursuant to mandatory  sinking fund or prepayment  provisions or by payment
at maturity.

Section  9.03......Mergers,  Etc. The Borrower shall not merge into or with
or consolidate with any other Person,  or sell, lease or otherwise  dispose
of all or  substantially  all of its Property or assets to any other Person
unless:

(a) such Person assumes the obligations of the Borrower hereunder and under
the Notes and the  performance  of the covenants of the Borrower under this
Agreement in writing  reasonably  satisfactory in form and substance to the
Majority Lenders; and

(b)  immediately  thereafter and after giving effect  thereto,  no Event of
Default shall have occurred and be continuing;

provided,  however, that, notwithstanding the foregoing, the Borrower shall
be permitted to sell,  transfer or otherwise  dispose of its  investment in
MAP and such sale,  transfer or other  disposition  will not be viewed as a
sale of all or substantially all of the Borrower's assets.
Section  9.04......Proceeds  of Notes.  The  Borrower  will not  permit the
proceeds of the Notes to be used for any purpose other than those permitted
by Section  7.07.  Neither the Borrower nor any Person  acting on behalf of
the  Borrower  has taken or will take any  action  which  might  cause this
Agreement  or the  Notes  to  violate  Regulation  G,  U or X or any  other
regulation  of the Board of Governors of the Federal  Reserve  System or to
violate Section 7 of the Securities  Exchange Act of 1934 (as amended,  the
"Exchange Act") or any rule or regulation  thereunder,  in each case as now
in effect or as the same may hereinafter be in effect.

Section 9.05......ERISA Compliance.  The Borrower will not at any time:

(a) Engage in, or permit any  Subsidiary  or ERISA  Affiliate to engage in,
any  transaction in connection  with which the Borrower,  any Subsidiary or
any ERISA Affiliate  could be subjected to either a civil penalty  assessed
pursuant to section 502(c), (i) or (1) of ERISA or a tax imposed by Chapter
43 of Subtitle D of the Code, that would have a Material Adverse Effect;

(b) Terminate,  or permit any  Subsidiary or ERISA  Affiliate to terminate,
any Plan in a manner,  or take any other  action with  respect to any Plan,
which could result in any liability to the Borrower;  any Subsidiary or any
ERISA Affiliate to the PBGC, that would have a Material Adverse Effect;

(c) Fail to make, or permit any  Subsidiary  or ERISA  Affiliate to fail to
make,  full payment when due of all amounts which,  under the provisions of
any Plan or  applicable  law,  the  Borrower,  a  Subsidiary  or any  ERISA
Affiliate is required to pay as contributions thereto;

(d) Permit to exist,  or allow any Subsidiary or ERISA  Affiliate to permit
to exist, any accumulated  funding deficiency within the meaning of Section
302 of ERISA or  section  412 of the  Code,  whether  or not  waived,  with
respect to any Plan;

(e) Permit any Pension Plan to have any  Unfunded  Pension  Liability  that
would result in the violation of any funding requirements under Section 302
of ERISA or Section 412 of the Code;

(f) Acquire,  or permit any  Subsidiary or ERISA  Affiliate to acquire,  an
interest in any Person that causes such Person to become an ERISA Affiliate
with respect to the Borrower, any Subsidiary or any ERISA Affiliate if such
Person at the time of such acquisition, maintains or contributes to (1) any
Multiemployer Plan if the then existing potential  withdrawal  liability of
such Person to such Multiemployer  Plan, if imposed,  would have a Material
Adverse  Effect or (2) any other  Plan that is subject to Title IV of ERISA
if immediately  prior to such  acquisition,  the funded  current  liability
percentage (as defined in section 302(d)(8) of ERISA) of such Plan is below
90% or the Plan  otherwise  fails to satisfy  the  requirements  of section
302(d)(9)(B) of ERISA);

(g)  Incur,  or permit  any  Subsidiary  or ERISA  Affiliate  to  incur,  a
liability to or on account of a Plan under sections 515, 4062,  4063, 4064,
4201 or 4204 of ERISA;

(h) Amend or permit any  Subsidiary  or ERISA  Affiliate  to amend,  a Plan
resulting in an increase in current  liability such that the Borrower,  any
Subsidiary or any ERISA  Affiliate is required to provide  security to such
Plan under section 401(a)(29) of the Code.

Section  9.06......Leverage  Ratio. The Borrower shall not permit the ratio
of  Consolidated  Debt to the sum of  Consolidated  Debt and  Stockholders'
Equity to exceed at any time 60%.

Section  9.07......Transactions  with Affiliates.  Neither the Borrower nor
any  Subsidiary  will  enter  into  any  transaction,   including,  without
limitation,  any  purchase,  sale,  lease or  exchange  of  Property or the
rendering of any service,  with any Affiliate unless such  transactions are
otherwise permitted under this Agreement, are in the ordinary course of its
business and are upon fair and  reasonable  terms no less  favorable to the
Borrower or such  Subsidiary  than it would  obtain in a  comparable  arm's
length transaction with a Person not an Affiliate.

ARTICLE X.........

                        EVENTS OF DEFAULT; REMEDIES

Section 10.01.....Events of Default.  One or more of the following events shall
constitute an "Event of Default":

(a) the Borrower shall default in the payment or prepayment when due of (i)
any  principal  of any Loan or any  Reimbursement  Obligation,  or (ii) any
interest on any Loan,  fees or other amount  payable by it hereunder  which
such default, other than a default in payment or prepayment of principal or
any  Reimbursement  Obligation  (which  shall have no cure  period),  shall
continue unremedied for a period of 10 Business Days; or

(b) at any time (i) a default, without cure, shall exist by the Borrower or
any  Substantial  Subsidiary  in payment  when due  (whether  by  scheduled
maturity,   required  prepayment,   acceleration,   demand  or  otherwise),
including any applicable grace period, of any principal or stated amount of
or interest on any of its other Debt  aggregating  $25,000,000  or more, or
any amount equal to or greater than an aggregate of $10,000,000  payable in
respect of Hedging  Agreements  when due  (whether by  scheduled  maturity,
required  prepayment,  acceleration,  demand or  otherwise)  including  any
applicable  grace  period,  or  (ii)  any  event  specified  in  any  note,
agreement,  indenture or other document  evidencing or relating to any Debt
having  an  outstanding  principal  balance  or stated  amount  aggregating
$50,000,000 or more, or any Hedging  Agreement shall occur if the effect of
any such event is to cause  such Debt or sums  aggregating  $10,000,000  or
more payable under one or more Hedging  Agreements  to actually  become due
prior to its or their stated maturity; or

(c) any  representation,  warranty  or  certification  made or deemed  made
herein by the Borrower or any Subsidiary,  or any certificate  furnished to
any Lender or the  Administrative  Agent pursuant to the provisions hereof,
shall  prove to have  been  false  or  misleading  as of the  time  made or
furnished in any material respect; or

(d) the Borrower shall default in the performance of any of its obligations
under Section 9.03; or the Borrower shall default in the performance of any
of its  obligations  under  Article IX (other than  Section  9.03) and such
default shall  continue  unremedied for a period of five (5) Business Days;
or the Borrower shall default in the  performance of any of its obligations
under  Article  VIII  (other than the payment of amounts due which shall be
governed by Section  10.01(a)) or any other Article of this Agreement other
than under  Article IX and such default  shall  continue  unremedied  for a
period of thirty (30) days after the earlier to occur of (i) notice thereof
to the  Borrower by the  Administrative  Agent or any Lender  (through  the
Administrative  Agent),  or (ii) the Borrower  otherwise  becoming aware of
such default; or

(e) the  Borrower,  any  Substantial  Subsidiary  or MAP shall  commence  a
voluntary case or other proceeding seeking  liquidation,  reorganization or
other  relief  with  respect to itself or its debts  under any  bankruptcy,
insolvency  or other  similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator,  custodian or other similar
official of it or any substantial part of its property, or shall consent to
any such relief or to the  appointment of or taking  possession by any such
official in an involuntary case or other proceeding  commenced  against it,
or shall make a general  assignment for the benefit of creditors,  or shall
fail  generally  to pay its  debts  as they  become  due,  or the  Board of
Directors of the  Borrower or any  Substantial  Subsidiary  or the Board of
Managers of MAP shall take any action to authorize any of the foregoing;

(f) an involuntary case or other proceeding shall be commenced  against the
Borrower,   any   Substantial   Subsidiary  or  MAP  seeking   liquidation,
reorganization  or other  relief with  respect to it or its debts under any
bankruptcy,  insolvency  or other similar law now or hereafter in effect or
seeking the appointment of a trustee,  receiver,  liquidator,  custodian or
other similar official of it or any substantial  part of its property,  and
such  involuntary  case or other  proceeding  shall remain  undismissed  or
unstayed  for a period of sixty (60) days or an order for  relief  shall be
entered against the Borrower,  any Substantial  Subsidiary or MAP under the
federal bankruptcy laws as now or hereafter in effect, or

(g) a  judgment  or  judgments  for the  payment  of  money  in  excess  of
$25,000,000  in the  aggregate  shall be  rendered  by a court  against the
Borrower  or any  Substantial  Subsidiary  (i) and the  same  shall  not be
discharged  (or,  with respect to a judgment of a court other than a United
States State or Federal  court,  adequate  provision  shall not be made for
such discharge), or (ii) a stay of execution thereof shall not be procured,
within  thirty  (30) days  from the date of entry  thereof  or such  longer
period as the Borrower  shall have to perfect an appeal and the Borrower or
such Subsidiary shall not, within said period, or such longer period during
which  execution of the same shall have been stayed,  appeal  therefrom and
cause the execution thereof to be stayed during such appeal.

Section 10.02.....Remedies.

(a) In the case of an Event  of  Default  other  than  one  referred  to in
clauses (e) or (f) of Section 10.01 the Administrative  Agent, upon request
of the  Majority  Lenders,  shall,  by notice to the  Borrower,  cancel the
Commitments  and/or declare the principal  amount then  outstanding of, and
the  accrued  interest  on,  the Loans,  any Letter of Credit  Outstandings
(including Reimbursement  Obligations) and all other amounts payable by the
Borrower  hereunder  and  under  the  Notes or any  Letter  of Credit to be
forthwith due and payable,  whereupon such amounts shall be immediately due
and  payable  without  presentment,  demand,  protest,  notice of intent to
accelerate, notice of acceleration or other formalities of any kind, all of
which are hereby  expressly  waived by the Borrower and the Borrower  shall
automatically and immediately be obligated to Cash Collateralize all Letter
of Credit Outstandings.

(b) In the case of the  occurrence  of an Event of Default  referred  to in
clauses (e) or (f) of Section 10.01 the Commitments  shall be automatically
canceled  and the  principal  amount then  outstanding  of, and the accrued
interest  on,  the  Loans,  any  Letter of Credit  Outstandings  (including
Reimbursement  Obligations)  and all other amounts  payable by the Borrower
hereunder  and  under  the  Notes or any  Letter  of  Credit  shall  become
automatically  immediately  due and payable  without  presentment,  demand,
protest,  notice of intent to accelerate,  notice of  acceleration or other
formalities  of any kind, all of which are hereby  expressly  waived by the
Borrower and the Borrower shall  automatically and immediately be obligated
to Cash Collateralize all Letter of Credit Outstandings.

(c)  All  proceeds  received  after  maturity  of  the  Notes,  whether  by
acceleration  or  otherwise  shall be  applied  pro rata to the  Lenders in
accordance with their related Percentage Shares:  first to reimbursement of
expenses and indemnities provided for in this Agreement;  second to accrued
interest on the Notes;  third to fees;  fourth to principal  outstanding on
the Notes  and  other  Indebtedness;  and any  excess  shall be paid to the
Borrower or as otherwise required by any Governmental Requirement.

(d) In connection  with any legal action or proceeding with respect to this
Agreement  or the Notes,  the  Administrative  Agent,  the  Lenders and the
Borrower each agrees and each agrees on behalf of its Affiliates that in no
event  shall  any  of  them  be   entitled   to  or  claim  any   punitive,
consequential,  exemplary  or  special  damages  against  any of the  other
parties hereto.

ARTICLE XI........

                          THE ADMINISTRATIVE AGENT

Section  11.01.....Appointment,  Powers and Immunities.  Each Lender hereby
irrevocably  appoints and authorizes the Administrative Agent to act as its
agent  hereunder  with such  powers as are  specifically  delegated  to the
Administrative  Agent by the terms of this  Agreement,  together  with such
other powers as are reasonably incidental thereto. The Administrative Agent
(which  term as used in this  sentence  and in Section  11.05 and the first
sentence of Section 11.06 shall include reference to its Affiliates and its
and its Affiliates' officers, directors, employees, attorneys, accountants,
experts and  agents,  but only to the extent  such  Affiliate  or Person is
acting on behalf of the Administrative  Agent): (a) shall have no duties or
responsibilities  except those  expressly set forth herein or in the Notes,
and shall not by  reason  hereof or by reason of the Notes be a trustee  or
fiduciary for any Lender;  (b) makes no  representation  or warranty to any
Lender  and shall  not be  responsible  to the  Lenders  for any  recitals,
statements,  representations or warranties contained in this Agreement,  or
in any  certificate  or other  document  referred to or provided for in, or
received by any of them under, this Agreement,  or for the value, validity,
effectiveness,    genuineness,    execution,    effectiveness,    legality,
enforceability  or  sufficiency  of this  Agreement,  any Note or any other
document  referred  to or  provided  for  herein or for any  failure by the
Borrower  or any other  Person  (other  than the  Administrative  Agent) to
perform  any  of  its  obligations  hereunder  or  thereunder  or  for  the
existence,  value, perfection or priority of any collateral security or the
financial or other condition of the Borrower, the Subsidiaries or any other
obligor or  guarantor;  (c) except  pursuant to Section  11.07 shall not be
required to initiate or conduct any  litigation or  collection  proceedings
hereunder; and (d) shall not be responsible for any action taken or omitted
to be taken by it  hereunder  or under any  other  document  or  instrument
referred to or provided for herein or in connection  herewith including its
own ordinary  negligence,  except for its own gross  negligence  or willful
misconduct.  The  Administrative  Agent  may  employ  agents,  accountants,
attorneys and experts and shall not be  responsible  for the  negligence or
misconduct of any such agents,  accountants,  attorneys or experts selected
by it in good  faith or any  action  taken or  omitted  to be taken in good
faith by it in  accordance  with the  advice of such  agents,  accountants,
attorneys or experts. The Administrative Agent may deem and treat the payee
of any Note as the holder thereof for all purposes  hereof unless and until
a written notice of the assignment or transfer thereof permitted  hereunder
shall have been filed with the  Administrative  Agent.  The  Administrative
Agent is authorized to release any collateral  that is permitted to be sold
or released pursuant to the terms hereof or of the Notes.

Section  11.02.....Reliance  by  Administrative  Agent. The  Administrative
Agent  shall be entitled  to rely upon any  certification,  notice or other
communication  (including  any  thereof  by  telephone,  telex,  facsimile,
telegram  or cable)  believed  by it to be genuine  and correct and to have
been signed or sent by or on behalf of the proper  Person or  Persons,  and
upon advice and statements of legal counsel,  independent  accountants  and
other experts selected by the Administrative Agent.

Section 11.03.....Defaults. The Administrative Agent shall not be deemed to
have knowledge of the  occurrence of a Default (other than the  non-payment
of principal of or interest on Loans or of fees) unless the  Administrative
Agent has  received  notice from a Lender or the Borrower  specifying  such
Default and stating that such notice is a "Notice of Default." In the event
that the Administrative Agent receives such a notice of the occurrence of a
Default,  the Administrative  Agent shall give prompt notice thereof to the
Lenders. In the event of a payment Default,  the Administrative Agent shall
give each Lender prompt notice of each such payment Default.

Section  11.04.....Rights  as a Lender. With respect to its Commitments and
the Loans  made by it,  Scotia  Capital  (and any  successor  acting as the
Administrative  Agent) in its capacity as a Lender hereunder shall have the
same rights and powers  hereunder  as any other Lender and may exercise the
same as though it were not acting as the Administrative Agent, and the term
"Lender"  or  "Lenders"  shall,  unless the  context  otherwise  indicates,
include the Administrative Agent in its individual capacity. Scotia Capital
(and any successor acting as the  Administrative  Agent) and its Affiliates
may  (without  having to account  therefor to any Lender)  accept  deposits
from, lend money to and generally  engage in any kind of banking,  trust or
other business with the Borrower (and any of its  Affiliates) as if it were
not  acting  as the  Administrative  Agent,  and  Scotia  Capital  and  its
Affiliates  may accept fees and other  consideration  from the Borrower for
services in connection  with this Agreement or otherwise  without having to
account for the same to the Lenders.
Section  11.05.....Indemnification.  The  Lenders  agree to  indemnify  the
Administrative Agent ratably in accordance with their Percentage Shares for
(i) the matters as described in section 12.03 to the extent not indemnified
and reimbursed by the Borrower under section  12.03,  but without  limiting
the obligations of the Borrower under said section 12.03,  and (ii) for any
and  all  other  liabilities,   obligations,  losses,  damages,  penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind and
nature  whatsoever which may be imposed on, incurred by or asserted against
the Administrative Agent in any way relating to or arising out of: (i) this
Agreement or any other  documents  contemplated by or referred to herein or
the transactions  contemplated hereby, but excluding,  unless a Default has
occurred  and is  continuing,  normal  administrative  costs  and  expenses
incident to the  performance  of its agency  duties  hereunder  or (ii) the
enforcement  of any of the terms of this  Agreement;  whether or not any of
the  foregoing  specified  in this  Section  11.05  arises from the sole or
concurrent  negligence of the Administrative Agent, provided that no Lender
shall be liable for any of the  foregoing to the extent they arise from the
gross negligence or willful misconduct of the Administrative Agent.

Section  11.06.....Non-Reliance  on Administrative Agent and other Lenders.
Each Lender acknowledges and agrees that it has,  independently and without
reliance on the Administrative Agent or any other Lender, and based on such
documents and information as it has deemed appropriate, made its own credit
analysis of the Borrower and its decision to enter into this Agreement, and
that it will,  independently  and without reliance upon the  Administrative
Agent or any other Lender,  and based on such documents and  information as
it shall deem  appropriate  at the time,  continue to make its own analysis
and  decisions  in taking or not taking  action under this  Agreement.  The
Administrative  Agent shall not be  required to keep itself  informed as to
the performance or observance by the Borrower  hereof,  of the Notes or any
other  document  referred  to or  provided  for  herein or to  inspect  the
properties or books of the Borrower.  Except for notices, reports and other
documents and information expressly required to be furnished to the Lenders
by the Administrative  Agent hereunder,  the Administrative Agent shall not
have any duty or  responsibility  to provide  any Lender with any credit or
other information  concerning the affairs,  financial condition or business
of the  Borrower  (or  any of its  Affiliates)  which  may  come  into  the
possession of the  Administrative  Agent or any of its Affiliates.  In this
regard,  each  Lender  acknowledges  that Mayer,  Brown,  Rowe & Maw LLP is
acting in this transaction as special counsel to the  Administrative  Agent
only.  Each Lender will  consult  with its own legal  counsel to the extent
that it deems  necessary in  connection  herewith or with the Notes and the
matters contemplated therein.

Section  11.07.....Action  by  Administrative  Agent.  Except for action or
other matters expressly required of the Administrative Agent hereunder, the
Administrative  Agent shall in all cases be fully  justified  in failing or
refusing to act hereunder unless it shall (a) receive written  instructions
from the Majority  Lenders (or all of the Lenders as expressly  required by
Section 12.04)  specifying the action to be taken and (b) be indemnified to
its  satisfaction by the Lenders against any and all liability and expenses
which may be incurred by it by reason of taking or  continuing  to take any
such  action.  The  instructions  of the  Majority  Lenders  (or all of the
Lenders as  expressly  required by Section  12.04) and any action  taken or
failure  to act  pursuant  thereto  by the  Administrative  Agent  shall be
binding on all of the Lenders. If a Default has occurred and is continuing,
the  Administrative  Agent  shall  take such  action  with  respect to such
Default as shall be directed by the Majority Lenders (or all of the Lenders
as  required  by  Section   12.04)  in  the  written   instructions   (with
indemnities)  described in this Section 11.07,  provided  that,  unless and
until the  Administrative  Agent shall have received such  directions,  the
Administrative  Agent may (but shall not be obligated to) take such action,
or refrain  from taking such  action,  with  respect to such  Default as it
shall deem  advisable in the best  interests  of the Lenders.  In no event,
however,  shall the  Administrative  Agent be  required  to take any action
which exposes the  Administrative  Agent to personal  liability or which is
contrary to this Agreement or applicable law.

Section  11.08.....Resignation  of Administrative Agent. The Administrative
Agent may resign at any time by giving  notice  thereof to the  Lenders and
the Borrower.  Upon any such  resignation,  the Majority Lenders shall have
the right to appoint a  successor  Administrative  Agent.  If no  successor
Administrative  Agent shall have been so appointed by the Majority  Lenders
and shall have accepted such  appointment  within sixty (60) days after the
retiring  Administrative Agent's giving of notice of resignation,  then the
retiring  Administrative  Agent may,  on behalf of the  Lenders,  appoint a
successor   Administrative   Agent;   provided   that,  if,  such  retiring
Administrative  Agent is unable to find a  commercial  banking  institution
which is willing to accept such  appointment,  the retiring  Administrative
Agent's  resignation shall nevertheless  thereupon become effective and the
Borrower  shall have the right to appoint a successor  agent  (including  a
financial institution not a Lender),  unless the Majority Lenders appoint a
successor as provided for above.  Upon the  acceptance of such  appointment
hereunder   by   a   successor   Administrative   Agent,   such   successor
Administrative  Agent shall thereupon succeed to and become vested with all
the rights,  powers,  privileges and duties of the retiring  Administrative
Agent. After any retiring  Administrative  Agent's resignation hereunder as
the  Administrative  Agent,  the  provisions of this Article XI and Section
12.03  shall  continue  in effect for its benefit in respect of any actions
taken  or   omitted  to  be  taken  by  it  while  it  was  acting  as  the
Administrative Agent.

ARTICLE XII.......

                               MISCELLANEOUS

Section  12.01.....Waiver.  No  failure  on the part of the  Administrative
Agent or any Lender to exercise and no delay in  exercising,  and no course
of dealing  with  respect to, any right,  power or  privilege  hereunder or
under the Notes shall operate as a waiver thereof,  nor shall any single or
partial  exercise of any right,  power or privilege  hereunder or under the
Notes preclude any other or further exercise thereof or the exercise of any
other  right,  power  or  privilege.   The  remedies  provided  herein  are
cumulative and not exclusive of any remedies provided by law.

Section  12.02.....Notices.  All notices and other communications  provided
for  herein  and  in  the  Notes  (including,   without   limitation,   any
modifications  of, or waivers or  consents  under,  this  Agreement  or the
Notes)  shall be given or made by  facsimile,  courier  or U.S.  Mail or in
writing and transmitted,  mailed or delivered to the intended  recipient as
follows,  (a)  if to  the  Borrower  or the  Administrative  Agent,  at the
"Address  for  Notices"  specified  below its name on the  signature  pages
hereof or in the Notes; and (b) if to any Lender,  to the address specified
in the  "Administrative  Questionnaire" form supplied by the Administrative
Agent; or, as to any party, at such other address as shall be designated by
such party in a notice to each other party. Except as otherwise provided in
this Agreement or in the Notes, all such communications  shall be deemed to
have been duly given when  transmitted,  if  transmitted  before  1:00 p.m.
local  time of the  recipient  on a  Business  Day  (otherwise  on the next
succeeding  Business  Day) by  facsimile  and evidence or  confirmation  of
receipt is obtained,  or  personally  delivered or, in the case of a mailed
notice,  three (3)  Business  Days after the date  deposited  in the mails,
postage prepaid, in each case given or addressed as aforesaid.

Section 12.03.....Expenses; Indemnity; Damage Waiver.

(a) The Borrower shall pay (i) all reasonable and documented  out-of-pocket
expenses  incurred by the  Administrative  Agent,  including the reasonable
fees, charges and disbursements of counsel for the Administrative Agent, in
connection with this Agreement,  the preparation and administration of this
Agreement and the Notes or any amendments,  modifications or waivers of the
provisions  hereof or thereto,  as the case may be, (ii) all reasonable and
documented  out-of-pocket  expenses incurred by the Administrative Agent or
any Lender,  including the fees,  charges and  disbursements of any counsel
for  the  Administrative  Agent  or any  Lender,  in  connection  with  the
enforcement or protection of its rights in connection  with this Agreement,
including  its rights under this Section,  or in connection  with the Loans
made hereunder,  including in connection with any workout, restructuring or
negotiations in respect thereof.

(b) The Borrower  agrees to indemnify and hold harmless the  Administrative
Agent and each  Lender,  each  Affiliate of such party,  and all  officers,
directors,  employees,  agents and advisors of such party (each such Person
being  called an  "Indemnitee")  against any and all  liabilities,  losses,
damages, costs and reasonable expenses of any kind which may be incurred by
any Indemnitee in any way relating to, arising out of this Agreement or the
Notes or any claim, litigation, investigation or proceeding relating to any
of the foregoing  ("Proceedings")  including  any of the foregoing  arising
from the negligence of the Indemnitee  (whether or not any Indemnitee shall
be designated a party  thereto) and to reimburse  such  Indemnitee  for any
legal or other reasonable and documented out-of-pocket expenses as they are
incurred in  connection  with  investigating  or defending  the  foregoing;
provided  that  no  Indemnitee  shall  have  the  right  to be  indemnified
hereunder  for its own gross  negligence  or willful  misconduct or for its
failure to perform its obligations hereunder or under the Notes.

(c) Promptly  after receipt by an Indemnitee of notice of the  commencement
of any Proceedings,  such Indemnitee will, if a claim in respect thereof is
to be made  against  the  Borrower,  notify the  Borrower in writing of the
commencement  thereof;  provided  that (i) the  omission  so to notify  the
Borrower will not relieve it from any liability which it may have hereunder
except to the extent it has been materially  prejudiced by such failure and
(ii) the  omission so to notify the  Borrower  will not relieve it from any
liability  which it may have to an Indemnitee  otherwise than on account of
this indemnity agreement.  In case any such Proceedings are brought against
any  Indemnitee and it notifies the Borrower of the  commencement  thereof,
the Borrower  will be entitled to  participate  therein,  and, may elect by
written notice  delivered to the Indemnitee to assume the defense  thereof,
with counsel reasonably satisfactory to such Indemnitee;  provided further,
that if the defendants in any such Proceedings  include both the Indemnitee
and the Borrower and the Indemnitee shall have been advised by counsel that
its  interest in the  Proceeding  are likely to conflict  with those of the
Borrower or that such litigation may result in a non-indemnified claim, the
Indemnitee  shall have the right to select separate  counsel to assert such
legal  defenses  and to  otherwise  participate  in  the  defense  of  such
proceedings on behalf of such  Indemnitee.  Upon receipt of notice from the
Borrower  to such  Indemnitee  of its  election so to assume the defense of
such  Proceedings  and approval by the Indemnitee of counsel,  the Borrower
will  not be  liable  to  such  Indemnitee  for  expenses  incurred  by the
Indemnitee in connection  with the defense  thereof (other than  reasonable
costs of  investigation)  unless (A) the  Indemnitee  shall  have  employed
separate  counsel in  connection  with a conflict of interest in accordance
with the  proviso  to the next  preceding  sentence  (it being  understood,
however,  that the  Borrower  shall not be liable for the  expenses of more
than  one  separate  counsel,   approved  by  the   Administrative   Agent,
representing the Indemnitees who are parties to such proceedings),  (B) the
Borrower shall not have employed  counsel  reasonably  satisfactory  to the
Indemnitee  to represent  the  Indemnitee  within a  reasonable  time after
notice  of  commencement  of  the  proceedings  or  (C)  the  Borrower  has
authorized  in  writing  the   employment  of  separate   counsel  for  the
Indemnitee;  and  except  that,  if clause (A) or (C) is  applicable,  such
liability  shall be only in  respect  of the  counsel  referred  to in such
clause (A) or (C).  Notwithstanding  any other provision of this Agreement,
no settlement  shall be entered into without the  Borrower's  prior written
consent,  the Borrower shall not be liable to pay any settlement  agreed to
without its prior written consent provided the Borrower,  at the reasonable
request  of  the   Administrative   Agent,  puts  up  collateral  with  the
Administrative Agent, to sufficiently pay any liability that may reasonably
be incurred in connection with such Proceeding.  In addition, no settlement
involving any Indemnitee  who is a party to such  Proceeding may be entered
into by the  Borrower  on  behalf  of such  Indemnitee  if such  settlement
contains any admission of liability or fault by the Indemnitee and unless a
full release of the Indemnitee is entered into in connection therewith.  At
any time after the  Borrower  has  assumed  the  defense of any  Proceeding
involving any Indemnitee, such Indemnitee may elect to withdraw its request
for indemnity and  thereafter  the defense of such  Proceeding on behalf of
such Indemnitee shall be maintained by counsel of the Indemnitee's choosing
and at the Indemnitee's expense.

(d) To the extent  permitted by  applicable  law,  the  Borrower  shall not
assert, and hereby waives, any claim against any Indemnitee,  on any theory
of liability, for special, indirect,  consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or
as a result of, this Agreement or any agreement or instrument  contemplated
hereby, any Loan or the use of the proceeds thereof.

Section  12.04.....Amendments,  Etc.  Except as otherwise set forth herein,
any provision of this Agreement (other than a provision  regarding a Letter
of Credit which shall only be modified in accordance  with the terms of the
applicable  Letter of Credit) may be  amended,  modified or waived with the
prior written  consent of the Borrower and the Majority  Lenders;  provided
that (a) no amendment, modification or waiver which extends the Termination
Date of the  Loans,  increases  the  Aggregate  Commitments,  forgives  the
principal  amount of any  Indebtedness  outstanding  under this  Agreement,
postpones  any  scheduled  date for the payment of  principal,  interest or
fees, reduces the interest rate applicable to the Loans or the fees payable
to the Lenders  generally,  extends any Letters of Credit  expiration  date
beyond the Termination Date, affects this Section 12.04 or Section 12.06(a)
or modifies the definition of "Majority Lenders" shall be effective without
consent of all  Lenders,  (b) no  amendment,  modification  or waiver which
increases  the  Commitment  of any Lender  shall be  effective  without the
consent of such  Lender,  (c) no  amendment,  modification  or waiver which
increases the Stated Amount of any Letter of Credit unless  consented to by
the Issuer of such Letter of Credit, and (d) no amendment,  modification or
waiver  which   modifies  the  rights,   duties  or   obligations   of  the
Administrative  Agent  shall  be  effective  without  the  consent  of  the
Administrative Agent.

Section  12.05.....Successors  and Assigns. This Agreement shall be binding
upon and inure to the  benefit of the parties  hereto and their  respective
successors and permitted assigns.

Section 12.06.....Assignments and Participations.

(a) The  Borrower  may not assign its rights or  obligations  hereunder  or
under the Notes  without  the prior  consent of all of the  Lenders and the
Administrative Agent.

(b) Any Lender may,  upon the prior written  consent of the  Administrative
Agent and the Borrower (so long as no Default or Event of Default  shall be
in  existence,  in which  case the  consent  of the  Borrower  shall not be
required)  (which  consent will not be  unreasonably  withheld or delayed),
assign to one or more Eligible Assignees all or a portion of its rights and
obligations  under  this  Agreement  pursuant  to an  Assignment  Agreement
substantially in the form of Exhibit E (an "Assignment") provided, however,
that (i) any such assignment shall be in the amount of at least $10,000,000
(or, if less, the then entire  remaining  amount of such Lender's Loans and
Commitments)  or such lesser  amount to which the Borrower  has  consented,
(ii) the  assignee  or  assignor  shall pay to the  Administrative  Agent a
processing  and  recordation  fee of $3,500.00 for each  assignment,  (iii)
there shall be no  assignment  to an Eligible  Assignee if such  assignment
would  violate  any  applicable  law,  rule  or  regulation,  and  (iv)  an
assignment  by a  Lender  under  this  Section  12.06(b)  to such  Lender's
Affiliate  which is an Eligible  Assignee shall not require  consent of the
Administrative  Agent or the  Borrower.  Any such  assignment  will  become
effective  upon the execution and delivery to the  Administrative  Agent of
the Assignment and the consent of the Administrative  Agent. Promptly after
receipt of an executed  Assignment,  the Administrative Agent shall send to
the  Borrower  a copy of such  executed  Assignment.  Upon  receipt of such
executed Assignment,  the Borrower,  will, at its own expense,  execute and
deliver new Notes to the  assignor  and/or  assignee,  as  appropriate,  in
accordance  with  their  respective  interests  as they  appear.  Upon  the
effectiveness  of any  assignment  pursuant to this Section  12.06(b),  the
assignee  will  become a  "Lender,"  if not  already  a  "Lender,"  for all
purposes  of  this  Agreement.  The  assignor  shall  be  relieved  of  its
obligations  hereunder  to  the  extent  of  such  assignment  (and  if the
assigning  Lender no longer  holds any  rights or  obligations  under  this
Agreement,  such  assigning  Lender shall cease to be a "Lender"  hereunder
except that its rights under Sections 4.06,  5.01, 5.05 and 12.03 shall not
be affected).  The  Administrative  Agent will prepare on the last Business
Day of each month during which an assignment has become effective  pursuant
to  this  Section  12.06(b),  a new  Annex  1  giving  effect  to all  such
assignments  effected during such month, and will promptly provide the same
to the Borrower and each of the Lenders.

(c) Each Lender may transfer,  grant or assign participations in all or any
part of such Lender's interests hereunder pursuant to this Section 12.06(c)
to any Person,  provided  that: (i) such Lender shall remain a "Lender" for
all purposes of this  Agreement and the  transferee  of such  participation
shall not constitute a "Lender"  hereunder;  and (ii) no participant  under
any such  participation  shall have rights to approve any  amendment  to or
waiver of any of this  Agreement  or the Notes  except to the  extent  such
amendment  or  waiver  would  (y)  forgive  any  principal   owing  on  any
Indebtedness  or extend the final  maturity  of the Loans or (z) reduce the
interest rate (other than as a result of waiving the  applicability  of any
post-default  increases in interest rates) or fees applicable to any of the
commitments  or  Loans in  which  such  participant  is  participating,  or
postpone the payment of any thereof. In the case of any such participation,
the  participant  shall  not have any  rights  under  this  Agreement  (the
participant's  rights  against  the  granting  Lender  in  respect  of such
participation  to be those set  forth in the  agreement  with  such  Lender
creating  such  participation),  and all  amounts  payable by the  Borrower
hereunder  shall  be  determined  as if  such  Lender  had  not  sold  such
participation,  provided that such participant shall be entitled to receive
additional amounts under Article V on the same basis as if it were a Lender
and be indemnified under Section 12.03 as if it were a Lender. In addition,
each agreement  creating any participation must include an agreement by the
participant to be bound by the provisions of Section 12.15.

(d) The Lenders may furnish any information  concerning the Borrower in the
possession of the Lenders from time to time to assignees  and  participants
(including  prospective  assignees and  participants);  provided that, such
Persons agree to be bound by the provisions of Section 12.15 hereof.

(e)  Notwithstanding  anything in this Section 12.06 to the  contrary,  any
Lender may assign and pledge all or any of its Notes to any Federal Reserve
Bank or the United  States  Treasury  as  collateral  security  pursuant to
Regulation A of the Board of Governors  of the Federal  Reserve  System and
any operating  circular  issued by such Federal  Reserve System and/or such
Federal  Reserve Bank. No such  assignment  and/or pledge shall release the
assigning and/or pledging Lender from its obligations hereunder.

(f) Notwithstanding any other provisions of this Section 12.06, no transfer
or assignment of the interests or obligations of any Lender or any grant of
participations  therein shall be permitted if such transfer,  assignment or
grant would require the Borrower to file a registration  statement with the
SEC or to qualify the Loans under the "Blue Sky" laws of any state.

(g)  Notwithstanding  anything to the contrary contained herein, any Lender
(a "Granting  Lender") may grant to a special  purpose  funding  vehicle (a
"SPC"),  identified  as such in writing  from time to time by the  Granting
Lender to the Administrative Agent and the Borrower,  the option to provide
to the Borrower all or any part of any Loan that such Granting Lender would
otherwise be obligated to make to the Borrower  pursuant to this Agreement;
provided that (i) nothing  herein shall  constitute a commitment by any SPC
to make any Loan,  (ii) if an SPC elects  not to  exercise  such  option or
otherwise  fails to  provide  all or any part of such  Loan,  the  Granting
Lender shall be obligated to make such Loan  pursuant to the terms  hereof,
(iii) any such Loan made by such SPC shall be  subject  to all of the terms
and  provisions  hereof,  and  (iv)  such  Granting  Lender  and SPC  shall
otherwise be treated and have the rights and  obligations as if the SPC was
a participant  pursuant to Section  12.06(c) above. The making of a Loan by
an SPC hereunder shall utilize the Commitment of the Granting Lender to the
same extent,  and as if, such Loan were made by such Granting Lender.  Each
party hereto hereby agrees that no SPC shall be liable for any indemnity or
similar  payment  obligation  under this Agreement (all liability for which
shall remain with the Granting  Lender).  In  furtherance of the foregoing,
each  party  hereto  hereby  agrees  (which  agreement  shall  survive  the
termination of this Agreement) that, prior to the date that is one year and
one day after the payment in full of all  outstanding  commercial  paper or
other senior  indebtedness  of any SPC, it will not institute  against,  or
join any other  person in  instituting  against,  such SPC any  bankruptcy,
reorganization,  arrangement,  insolvency or liquidation  proceedings under
the  laws  of  the  United  States  or  any  State  thereof.  In  addition,
notwithstanding  anything to the contrary  contained in this Section 12.06,
any SPC may (A) with notice to, but without the prior  written  consent of,
the Borrower and the Administrative  Agent,  assign all or a portion of its
interest  in  any  Loan  to  the  Granting   Lender  or  to  any  financial
institutions  (consented  to by  the  Borrower  and  Administrative  Agent)
providing liquidity and/or credit support to or for the account of such SPC
to support the funding or  maintenance  of Loans and (B) subject to Section
12.15 disclose on a confidential basis any non-public  information relating
to its Loans to any rating agency,  commercial  paper dealer or provider of
any surety,  guarantee or credit or liquidity enhancement to such SPC. This
section  may not be amended  without the  written  consent of the  Granting
Lender.

Section  12.07.....Invalidity.  In the  event  that  any one or more of the
provisions  contained herein or in the Notes shall, for any reason, be held
invalid,   illegal  or  unenforceable  in  any  respect,  such  invalidity,
illegality or unenforceability  shall not affect any other provision of the
Notes or this Agreement.

Section  12.08.....Counterparts.  This  Agreement  may be  executed  in any
number of  counterparts,  all of which taken together shall  constitute one
and the same  instrument  and any of the parties  hereto may  execute  this
Agreement by signing any such counterpart.

Section 12.09.....References. The words "herein," "hereof," "hereunder" and
other  words of similar  import when used in this  Agreement  refer to this
Agreement  as a  whole,  and  not to any  particular  article,  section  or
subsection.  Any reference  herein to a Section shall be deemed to refer to
the applicable  Section of this Agreement  unless  otherwise stated herein.
Any reference  herein to an exhibit or schedule shall be deemed to refer to
the applicable  exhibit or schedule attached hereto unless otherwise stated
herein.

Section  12.10.....Survival.  The  obligations of the parties under Section
4.06,  Article V, and Sections  11.05 and 12.03 shall survive the repayment
of the Loans and the termination of the commitments. To the extent that any
payments on the Indebtedness or proceeds of any collateral are subsequently
invalidated,  declared  to be  fraudulent  or  preferential,  set  aside or
required to be repaid to a trustee, debtor in possession, receiver or other
Person under any bankruptcy  law,  common law or equitable  cause,  then to
such extent, the Indebtedness so satisfied shall be revived and continue as
if such  payment or proceeds had not been  received and the  Administrative
Agent's and the Lenders'  Liens,  security  interests,  rights,  powers and
remedies under this Agreement shall continue in full force and effect.

Section 12.11.....Captions.  Captions and section headings appearing herein
are included  solely for  convenience  of reference and are not intended to
affect the interpretation of any provision of this Agreement.

Section  12.12.....No Oral Agreements.  This Agreement and the Notes embody
the entire  agreement and  understanding  between the parties and supersede
all other  agreements and  understandings  between such parties relating to
the  subject  matter  hereof  and  thereof.  This  Agreement  and the Notes
represent  the  final  agreement   between  the  parties  and  may  not  be
contradicted  by  evidence of prior,  contemporaneous  or  subsequent  oral
agreements of the parties.  There are no unwritten oral agreements  between
the parties.

Section 12.13.....Governing Law; Submission to Jurisdiction.

(a) This  Agreement  and the Notes  (including,  but not  limited  to,  the
validity and  enforceability  hereof and thereof) shall be governed by, and
construed in accordance with, the laws of the State of New York, other than
the conflict of laws rules thereof.

(b) Each Letter of Credit shall be governed by, and construed in accordance
with, the laws or rules designated in such Letter of Credit,  or if no laws
or rules are designated, (i) in the case of a Standby Letter of Credit, the
International Standby Practices  (ISP98--International  Chamber of Commerce
Publication Number 590 (the "ISP Rules")),  without regards to conflicts of
law provisions and (ii) in the case of a Documentary  Letter of Credit, the
Uniform Customs and Practice for Documentary  Credits,  1993 Revision,  ICC
Publication  Number 500 (the "UCP Rules"),  without regards to conflicts of
law provisions  and, as to matters not governed by the ISP Rules or the UCP
Rules, the internal laws of the State of New York.

(c) Any legal  action or  proceeding  with respect to this  Agreement,  any
Letter of Credit or the Notes  shall be  brought in the courts of the State
of New York or of the United States of America for the Southern District of
New York,  and, by execution  and delivery of this  Agreement,  each of the
Borrower,  the  Administrative  Agent and each  Lender  hereby  accepts for
itself and (to the  extent  permitted  by law) in respect of its  Property,
generally and  unconditionally,  the  jurisdiction of the aforesaid  courts
provided,  however,  that this Section  shall not limit the right to remove
such suit,  action or  proceeding  from a New York State court to a Federal
court  sitting  in the  City  of  New  York.  Each  of  the  Borrower,  the
Administrative Agent, each Lender and each Issuer hereby irrevocably waives
any objection,  including,  without limitation, any objection to the laying
of venue or based on the grounds of forum non conveniens,  which it may now
or hereafter  have to the bringing of any such action or proceeding in such
respective jurisdictions.  This submission to jurisdiction is non-exclusive
and does not preclude the parties from  obtaining  jurisdiction  over other
parties in any court otherwise having jurisdiction.

(d) The  Borrower  hereby  consents  to process  being  served in any suit,
action,  or proceeding  of the nature  referred to in this Section 12.13 by
the mailing of a copy thereof by registered or certified air mail,  postage
prepaid,  return  receipt  requested,  to its address  specified in Section
12.02 and agrees  that such  service  (i) shall be deemed in every  respect
effective service of process upon it in any such suit, action or proceeding
and (ii) shall,  to the fullest extent  permitted by law, be taken and held
to be  valid  personal  service  upon and  personal  delivery  to it.  This
provision shall not be deemed to apply to any suit,  action,  or proceeding
involving  financing  relationships  which  are  in no way  related  to the
financing relationship established and contemplated by this Agreement.

(e)  Nothing   herein  shall  affect  the  right  of  the   Borrower,   the
Administrative Agent or any Lender or any holder of a Note to serve process
in any other manner  permitted by law or to commence  legal  proceedings or
otherwise proceed against the Borrower in any other jurisdiction.

(f) Each of the  Borrower  and  each  Lender  hereby  (i)  irrevocably  and
unconditionally  waive,  to the fullest  extent  permitted by law, trial by
jury in any legal action or proceeding  relating to this  Agreement and for
any counterclaim therein; (ii) irrevocably waive, to the maximum extent not
prohibited  by law,  any right it may have to claim or  recover in any such
litigation any special,  exemplary,  punitive or consequential  damages, or
damages other than, or in addition to, actual  damages;  (iii) certify that
no party hereto nor any  representative or Administrative  Agent of counsel
for any party hereto has  represented,  expressly or otherwise,  or implied
that such party would not, in the event of litigation,  seek to enforce the
foregoing  waivers,  and (iv) acknowledge that it has been induced to enter
into this Agreement and the  transactions  contemplated  hereby and thereby
by, among other things, the mutual waivers and certifications  contained in
this Section 12.13.

Section 12.14.....Interest.  It is the intention of the parties hereto that
each  Lender  shall  conform  strictly  to  usury  laws  applicable  to it.
Accordingly,  if the transactions  contemplated hereby would be usurious as
to any Lender under laws applicable to it (including the laws of the United
States of America and the State of New York or any other jurisdiction whose
laws may be mandatorily applicable to such Lender notwithstanding the other
provisions  of  this  Agreement),  then,  in  that  event,  notwithstanding
anything to the contrary  herein or in the Notes or any  agreement  entered
into in  connection  with or as  security  for the  Notes,  it is agreed as
follows:  (a) the aggregate of all consideration which constitutes interest
under law applicable to any Lender that is contracted for, taken, reserved,
charged or  received  by such  Lender  hereunder  or under the Notes or any
agreements in connection with the Notes shall under no circumstances exceed
the maximum amount allowed by such  applicable law, and any excess shall be
canceled  automatically  and if theretofore  paid shall be credited by such
Lender on the principal amount of the Indebtedness  (or, to the extent that
the principal amount of the  Indebtedness  shall have been or would thereby
be paid in full,  refunded by such Lender to the Borrower);  and (b) in the
event  that the  maturity  of the  Notes is  accelerated  by  reason  of an
election of the holder  thereof  resulting  from any Event of Default under
this  Agreement or otherwise,  or in the event of any required or permitted
prepayment,  then such  consideration  that constitutes  interest under law
applicable  to any Lender may never  include  more than the maximum  amount
allowed by such applicable law, and excess interest,  if any,  provided for
in this  Agreement or  otherwise  shall be canceled  automatically  by such
Lender  as  of  the  date  of  such  acceleration  or  prepayment  and,  if
theretofore  paid, shall be credited by such Lender on the principal amount
of the  Indebtedness  (or, to the extent that the  principal  amount of the
Indebtedness shall have been or would thereby be paid in full,  refunded by
such  Lender  to the  Borrower).  All sums paid or agreed to be paid to any
Lender for the use,  forbearance or detention of sums due hereunder  shall,
to the extent  permitted by law  applicable  to such Lender,  be amortized,
prorated,  allocated  and spread  throughout  the stated  term of the Loans
evidenced by the Notes until  payment in full so that the rate or amount of
interest  on account  of any Loans  hereunder  does not exceed the  maximum
amount allowed by such applicable law. If at any time and from time to time
(i) the  amount of  interest  payable  to any  Lender on any date  shall be
computed at the Highest Lawful Rate  applicable to such Lender  pursuant to
this  Section  12.14  and  (ii)  in  respect  of  any  subsequent  interest
computation  period the amount of interest otherwise payable to such Lender
would be less than the amount of interest  payable to such Lender  computed
at the Highest  Lawful Rate  applicable to such Lender,  then the amount of
interest  payable to such  Lender in respect  of such  subsequent  interest
computation period shall continue to be computed at the Highest Lawful Rate
applicable  to such Lender  until the total  amount of interest  payable to
such Lender shall equal the total amount of interest  which would have been
payable to such Lender if the total  amount of interest  had been  computed
without giving effect to this Section 12.14.

Section 12.15.....Confidentiality.  In the event that the Borrower provides
to the  Administrative  Agent or the Lenders  written or oral  confidential
information  belonging to the Borrower,  the  Administrative  Agent and the
Lenders shall thereafter maintain such information in strict confidence and
appropriately  safeguard  such  material,  at least in accordance  with the
standards of care and diligence that each utilizes in  maintaining  its own
confidential information.  This obligation of confidence shall not apply to
such portions of the information  which (a) are in the public domain (other
than as a  result  of its  disclosure  by the  Administrative  Agent or the
Lenders),  (b)  hereafter  become  part of the public  domain  without  the
Administrative   Agent  or  the  Lenders   breaching  their  obligation  of
confidence to the Borrower,  (c) are previously known by the Administrative
Agent  or the  Lenders  from  some  source  other  than  Borrower,  (d) are
hereafter  developed  by the  Administrative  Agent or the Lenders  without
using the Borrower's  information or otherwise violating any obligations of
the  Administrative  Agent or Lenders to the  Borrower,  (e) are  hereafter
obtained by or available to the Administrative  Agent or the Lenders from a
source other than the Borrower, or its agents or representatives,  provided
that such  information  was not obtained from such source in a manner which
would violate the terms hereof, (f) are disclosed with the Borrower's prior
written consent,  (g) must be disclosed either pursuant to any Governmental
Requirement or to Persons  regulating the activities of the  Administrative
Agent or the  Lenders or by the  Administrative  Agent or any Lender in any
suit, action or proceeding for the purpose of defending itself,  materially
reducing its  liability or protecting  or  exercising  any material  claim,
right, remedy or interest under or in connection with this Agreement or the
Notes,  or (h) as may be  required  by law or  regulation  or  order of any
Governmental   Authority  in  any  judicial   arbitration  or  governmental
proceeding  (provided,  however,  that if the  Administrative  Agent or the
Lenders are required to disclose the  confidential  information to any such
outside party, it or they will, if legally  permitted,  notify the Borrower
promptly so that the Borrower  may seek any  appropriate  protective  order
and/or take other appropriate  action).  The  Administrative  Agent and the
Lenders shall not be liable for such  disclosure  unless the  disclosure to
such  tribunal or other person was caused by, or resulted  from, a previous
disclosure  by the  Administrative  Agent  or  the  Lenders  not  permitted
hereunder.  Further,  the Administrative Agent or a Lender may disclose any
such  information  to any  Affiliate  of such  Lender,  any  other  Lender,
independent  engineers or  consultants,  any independent  certified  public
accountants,  any legal counsel  employed by such Person in connection with
this Agreement,  including without limitation,  the enforcement or exercise
of all rights and  remedies  thereunder,  or any  assignee  or  participant
(including  prospective assignees and participants) in the Loans; provided,
however,  that the  Administrative  Agent or the  Lenders  shall  receive a
confidentiality  agreement  from the  Person  to whom such  information  is
disclosed  (unless  such  Person is already  subject to an  attorney-client
privilege  with  respect  to such  confidential  information  or  otherwise
subject to a legal obligation to maintain such  confidentiality)  such that
said Person shall have the same obligation to maintain the  confidentiality
of such  information  as is imposed  upon the  Administrative  Agent or the
Lenders  hereunder.  Notwithstanding  anything  to  the  contrary  provided
herein,  this obligation of confidence shall cease three (3) years from the
date the information was furnished, unless the Borrower requests in writing
at least  thirty  (30) days  prior to the  expiration  of such  three  year
period,  to  maintain  the  confidentiality  of  such  information  for  an
additional  three (3) year period.  The  Borrower  waives any and all other
rights it may have to confidentiality  as against the Administrative  Agent
and the Lenders  arising by contract,  agreement,  statute or law except as
expressly stated in this Section 12.15.

Section 12.16.....Effectiveness.  This Agreement shall not become effective
or be binding on any party  hereto until the later to occur of (a) the date
on which  all of the  conditions  set  forth in  Section  6.01  herein  are
satisfied and (b) April 2, 2004.  The  Administrative  Agent shall promptly
notify  the  Borrower  and the  Lenders  of the date  such  conditions  are
satisfied (the "Effective  Date"),  and such notice shall be conclusive and
binding on all parties hereto.

Section 12.17.....Termination of Existing Agreement. The Existing Agreement
shall  terminate on the Effective  Date.  Thereupon,  the Borrower shall be
released  from  all  obligations  arising  under  the  Existing  Agreement.
Execution  of this  Agreement by the Existing  Lenders  shall  constitute a
waiver of the notice  provisions  in Section 2.04 and 12.02 of the Existing
Agreement. Upon termination of the Existing Agreement, the Existing Lenders
shall promptly return to the Borrower all Notes (as such term is defined in
the Existing  Agreement)  issued by the Borrower to such  Existing  Lenders
pursuant to the terms of the Existing  Agreement.  If any  Existing  Lender
fails to return a Note issued pursuant to the Existing Agreement, then such
Existing Lender shall indemnify Borrower against and hold and save Borrower
harmless from any loss, damage,  claim,  action,  cost, charge, and expense
suffered by Borrower as a result of such non-returned  Note,  provided that
if an Existing  Lender  subsequently  returns a Note issued pursuant to the
Existing  Agreement,  this Indemnity  shall  terminate with respect to such
Existing Lender.

Section  12.18.....MAP  Disposition.  Upon the  consummation of the sale or
disposition of all of the Borrower's  (and its  Subsidiaries')  interest in
the  equity  of  MAP to  Marathon  Oil  Company  (and/or  its  Affiliates),
reference to MAP herein shall be deemed to be of no further effect.

Section 12.19.....USA Patriot Act. Each Lender hereby notifies the Borrower
that pursuant to the requirements of the USA Patriot Act (Title III of Pub.
L. 107-56  (signed into law October 26, 2001)) (the "Act"),  it is required
to obtain, verify and record information that identifies the Borrower which
information  includes  the name  and  address  of the  Borrower  and  other
information  that will  allow  such  Lender to  identify  the  Borrower  in
accordance with the Act.





<PAGE>





         The parties  hereto have caused this Agreement to be duly executed
as of the day and year first above written.

BORROWER:                       ASHLAND INC.


                                By:______________________________
                                Name:  Daragh L. Porter
                                Title: Treasurer

                                Address for Notices:

                                If by hand (messenger or other courier) to:

                                500 Diederich Boulevard
                                Russell, Kentucky 41169
                                Attn: Treasurer
                                Facsimile No:  606-329-3883
                                Telephone No:  606-329-3825

                                and if by mail to:

                                Ashland Inc.
                                P.O. Box 391
                                Ashland, Kentucky 41105-0391
                                Attn:  Treasurer

                                in each case with a copy to:

                                Ashland Inc.
                                50 E. RiverCenter Boulevard
                                P.O. Box 391
                                Covington, Kentucky  41012-0391
                                Attn:  General Counsel
                                Facsimile No.  606-815-3823
                                Telephone No. 606-815-4711

                                and in the case of service of process only, to:

                                3475 Blazer Parkway
                                Lexington, KY 40509
                                Attn:  Steven L. Spalding



<PAGE>


                               with copy to:

                                Ashland Inc.
                                500 Diederich Boulevard
                                Russell, Kentucky 41169
                                Attn:  Treasurer

                                Borrower's Website:

                                www.ashland.com



<PAGE>


LENDER AND
AND ADMINISTRATIVE AGENT:       THE BANK OF NOVA SCOTIA



                                By:______________________________
                                Name:
                                Title:

                                Administrative Agent's Office
                                (for payments and Borrowing Notices):

                                The Bank of Nova Scotia
                                One Liberty Plaza
                                New York, New York  10006
                                Attn:                Judith Bookal
                                Telephone No:        212-225-5462
                                Facsimile No:        212-225-5145
                                E-Mail:         judy_bookal@scotiacapital.com

                                Account No.:         2504-14
                                Ref:                 Ashland Inc.
                                ABA#                 026 002532

                                Other Notices to Administrative Agent:

                                The Bank of Nova Scotia
                                One Liberty Plaza
                                New York, New York  10006
                                Attn:                Todd Meller
                                Telephone No:        212-225-5096
                                Facsimile No:        212-225-5254
                                E-Mail:  todd_meller@scotiacapital.com

                                The Bank of Nova Scotia Lending Office for Base
                                 Rate and Eurodollar Loans:

                                The Bank of Nova Scotia
                                One Liberty Plaza
                                New York, New York  10006
                                Attn:                Judith Bookal
                                Telephone No:        212-225-5462
                                Facsimile No:        212-225-5145
                                E-Mail:          judy_bookal@scotiacapital.com



<PAGE>


                                Address for Notices to The Bank of Nova
                                  Scotia, as Lender:

                               The Bank of Nova Scotia
                               One Liberty Plaza
                               New York, New York  10006
                               Attn:                Judith Bookal
                               Telephone No:        212-225-5462
                               Facsimile No:        212-225-5145
                               E-Mail:          judy_bookal@scotiacapital.com



<PAGE>


LENDER AND
CO-SYNDICATION AGENT:          SUNTRUST BANK


                               By:______________________________
                               Name:
                               Title:

                               Address for Operations Contact:

                               SunTrust Bank
                               Corporate Loan Specialist
                               Mail Code: Ga-Atlanta-1941
                               P.O. Box 4418
                               Atlanta, GA 30302-4418
                               Attn:                Bonnie Langley
                               Telephone No:        404-658-4624
                               Facsimile No:        404-230-1940
                               E-Mail:              bonnie.langley@suntrust.com

                               Address for Credit Contact:

                               SunTrust Bank
                               Mail Code: TN: Nashville:1937
                               P.O. Box 305110
                               Nashville, TN 37230
                               Attn:                Jim Sloan
                               Telephone No:        615-748-5745
                               Facsimile No:        615-748-5269
                               E-Mail:              jim.sloan@suntrust.com







<PAGE>


LENDER AND
CO-SYNDICATION AGENT:          BANK ONE, N.A.


                               By:______________________________
                               Name:
                               Title:

                               Address for Operations Contact:

                               Bank One, N.A.
                               Client Service Associate
                               1 Bank One Plaza, Suite JL1-0010
                               Chicago, IL 60670
                               Attn:                Deborah Turner
                               Telephone No:        312-385-7081
                               Facsimile No:        312-385-7097
                               E-Mail:              deborah_turner@bankone.com

                               Address for Credit Contact:

                               Bank One, N.A.
                               910 Travis Street, TX2-4375
                               Houston, TX 77002
                               Attn:                Jeanie Gonzalez
                               Telephone No:        713-751-6174
                               Facsimile No:        713-751-3982
                               E-Mail:              jeanie_gonzalez@bankone.com













<PAGE>


LENDER AND
DOCUMENTATION AGENT:            THE ROYAL BANK OF SCOTLAND PLC


                                By:______________________________
                                Name:
                                Title:

                                The Royal Bank of Scotland plc Lending Office
                                 for Base Rate and Eurodollar Loans:

                                The Royal Bank of Scotland
                                  New York Branch
                                101 Park Avenue, 12th Floor
                                New York, NY 10178

                                Address for Credit Information:

                                The Royal Bank of Scotland
                                600 Travis Street, Suite 6070
                                Houston, TX 77002
                                Attn:                David Slye, AVP
                                Telephone No:        713-221-2407
                                Facsimile No:        713-221-2430












<PAGE>


LENDER:                         THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                CHICAGO BRANCH


                                By:______________________________
                                Name:
                                Title:

                                Address for Operations Information:

                                The Bank of Tokyo-Mitsubishi, Ltd.
                                HFC-500 Plaza III
                                Jersey City, NJ 07311
                                Attn:                Jimmy Yu
                                Telephone No:        201-413-8566
                                Facsimile No:        201-521-2335

                                Address for Credit Information:

                                The Bank of Tokyo-Mitsubishi, Ltd.
                                227 West Monroe Street, Suite 2300
                                Chicago, IL 60606
                                Attn:                William J. Murray
                                Telephone No:        312-696-4653
                                Facsimile No:        312-696-4535








<PAGE>


LENDER:                         CITICORP USA, INC.


                                By:______________________________
                                Name:
                                Title:

                                Address for Operations Information:

                                Citicorp USA, Inc.
                                Two Penn's Way
                                Suite 200
                                New Castle, DE 19720
                                Attn:                Dennis Banfield
                                Telephone No:        302-894-6109
                                Facsimile No:        212-994-0847

                                Address for Credit Information:

                                Citicorp USA, Inc.
                                1200 Smith Street
                                Suite 2000
                                Houston, TX 77002
                                Attn:                Amy Pincu
                                Telephone No:        713-654-2820
                                Facsimile No:        713-654-2849



<PAGE>




LENDER:                         CREDIT SUISSE FIRST BOSTON, ACTING THROUGH
                                 ITS CAYMAN ISLANDS BRANCH


                                By:______________________________
                                Name:
                                Title:

                                Address for Operations Information:

                                Credit Suisse First Boston
                                One Madison Avenue
                                New York, NY 10010
                                Attn:                Ed Markowski
                                Telephone No:        212-538-3380
                                Facsimile No:        212-538-6851
                                E-Mail:              edward.markowski@csfb.com

                                Address for Credit Information:

                                Credit Suisse First Boston
                                Eleven Madison Avenue
                                New York, NY 10010
                                Attn:                Paul Colon
                                Telephone No:        212-325-5352
                                Facsimile No:        646-448-3397
                                E-Mail:              paul.colon@csfb.com



<PAGE>


LENDER:                         DEUTSCHE BANK AG NEW YORK BRANCH


                                By:______________________________
                                Name:
                                Title:



                                By:______________________________
                                Name:
                                Title:



                                Deutsche Bank AG New York Branch Lending Office
                                 for Base Rate and Eurodollar Loans:

                                Deutsche Bank AG New York Branch
                                60 Wall Street
                                New York, NY 10005


                                Address for Credit Information:

                                Deutsche Bank AG New York Branch
                                60 Wall Street, 11th Floor
                                New York, NY 10019
                                Attn:                Oliver Riedinger
                                Telephone No:        212-250-5210
                                Facsimile No:        212-797-4346
                                E-Mail:              oliver.riedinger@db.com



<PAGE>


LENDER:                         US BANK, N.A.


                                By:______________________________
                                Name:
                                Title:

                                US Bank, N.A. Lending Office for Base Rate
                                 and Eurodollar Loans:

                                US Bank, N.A.
                                US Bank Tower
                                425 Walnut Street, 8th Floor
                                Cincinnati, OH 45202


                                Address for Credit Information:

                                US Bank, N.A.
                                US Bank Tower
                                425 Walnut Street, 8th Floor
                                Cincinnati, OH 45202
                                Attn:                Richard Neltner
                                Telephone No:        513-632-4073
                                Facsimile No:        513-632-2068



<PAGE>


LENDER:                         BANK OF AMERICA, N.A.


                                By:______________________________
                                Name:
                                Title:

                                Address for Operations Information:

                                Bank of America, N.A.
                                901 Main Street
                                Dallas, TX 75202
                                Attn:                Ben Cosgrove
                                Telephone No:        214-209-9254
                                Facsimile No:        214-290-9439

                                Address for Credit Information:

                                Bank of America, N.A.
                                901 Main Street
                                Dallas, TX 75202
                                Attn:                Kipling Davis
                                Telephone No:        214-209-0760
                                Facsimile No:        214-209-1286



<PAGE>


LENDER:                         NATIONAL CITY BANK OF KENTUCKY


                                By:______________________________
                                Name:
                                Title:

                                Address for Operations Information:

                                National City Bank Of Kentucky
                                P.O. Box 36000
                                Louisville, KY 40233
                                Attn:                Mary Vincent
                                Telephone No:        502-581-4376
                                Facsimile No:        502-581-6794

                                Address for Credit Information:

                                National City Bank Of Kentucky
                                P.O. Box 36000
                                Louisville, KY 40233
                                Attn:                Judy Byron
                                Telephone No:        502-581-5612
                                Facsimile No:        502-581-4424



<PAGE>


LENDER:                         PNC BANK, NATIONAL ASSOCIATION


                                By:______________________________
                                Name:
                                Title:

                                Address for Operations Information:

                                PNC Bank, National Association
                                500 First Avenue
                                Pittsburgh, PA 15219
                                Attn:                Sherri Collins
                                Telephone No:        412-766-7653
                                Facsimile No:        412-768-4586

                                Address for Credit Information:

                                PNC Bank, National Association
                                201 E. Fifth Street
                                Cincinnati, OH 45202
                                Attn:                Jeffrey L. Stein
                                Telephone No:        513-651-8692
                                Facsimile No:        513-651-8951



<PAGE>


LENDER:                         WACHOVIA BANK, NATIONAL ASSOCIATION


                                By:______________________________
                                Name:
                                Title:

                                Address for Operations Information:

                                Wachovia Bank, National Association
                                201 S. College Street
                                Charlotte, NC 28266
                                Attn:                Jeremy Collins
                                Telephone No:        704-715-7662
                                Facsimile No:        704-715-0095

                                Address for Credit Information:

                                Wachovia Bank, National Association
                                1339 Chestnut Street
                                Philadelphia, PA 19107
                                Attn:                Denis Wahrich
                                Telephone No:        267-321-6713
                                Facsimile No:        267-321-6700



<PAGE>


LENDER:                         FIFTH THIRD BANK (NORTHERN KENTUCKY)


                                By:______________________________
                                Name:
                                Title:

                                Address for Operations Information:

                                Fifth Third Bank (Northern Kentucky)
                                8100 Burlington Pk.
                                Florence, KY 41042
                                Attn:                Steffany Cain
                                Telephone No:        859-283-8210
                                Facsimile No:        859-283-8524

                                Address for Credit Information:

                                Fifth Third Bank (Northern Kentucky)
                                8100 Burlington Pk.
                                Florence, KY 41042
                                Attn:                John R. Love, Sr.
                                Telephone No:        859-283-6786
                                Facsimile No:        859-283-8524





<PAGE>


LENDER:                         KBC BANK N.V.


                                By:______________________________
                                Name:
                                Title:

                                Address for Operations Information:

                                KBC Bank N.V.
                                New York Branch
                                125 West 55th Street
                                New York, NY 10019
                                Attn:                Rose Pagen
                                Telephone No:        212-541-0657
                                Facsimile No:        212-956-5581

                                Address for Credit Information:

                                KBC Bank N.V.
                                Atlanta Representative Office
                                245 Peachtree Center Avenue, Suite 2550
                                Atlanta, GA
                                Attn:                Jackie Brunetto
                                Telephone No:        404-584-5466
                                Facsimile No:        404-584-5465
                                E-Mail:              jacqueline.brunetto@kbc.be



<PAGE>


LENDER:                         MELLON BANK, N.A.


                                By:______________________________
                                Name:
                                Title:

                                Address for Operations Information:

                                Mellon Bank, N.A.
                                525 William Penn Place
                                Room 1203
                                Pittsburgh, PA 15259-0003
                                Attn:                Daria Armen
                                Telephone No:        412-234-1870
                                Facsimile No:        412-209-6129

                                Address for Credit Information:

                                Mellon Bank, N.A.
                                One Mellon Center
                                Room 4530
                                Pittsburgh, PA 15258
                                Attn:                Mark F. Johnston
                                Telephone No:        412-236-2293
                                Facsimile No:        412-236-1914











<PAGE>





                                  ANNEX 1
                            LIST OF COMMITMENTS


<TABLE>
<CAPTION>
                      NAME OF LENDER                              PERCENTAGE SHARE                COMMITMENT
                      --------------                              ----------------                -------------
<S>                                                                    <C>                        <C>
The Bank of Nova Scotia                                                10.000000%                 $25,000,000.00
Bank One, N.A.                                                          8.571429%                 $21,428,571.43
The Royal Bank of Scotland plc                                          8.571429%                 $21,428,571.43
SunTrust Bank                                                           8.571429%                 $21,428,571.43
The Bank of Tokyo-Mitsubishi, Ltd.                                      6.000000%                 $15,000,000.00
Citicorp USA, Inc.                                                      6.000000%                 $15,000,000.00
Credit Suisse First Boston                                              6.000000%                 $15,000,000.00
Deutsche Bank AG New York Branch                                        6.000000%                 $15,000,000.00
US Bank, N.A.                                                           6.000000%                 $15,000,000.00
Bank of America, N.A.                                                   6.000000%                 $15,000,000.00
National City Bank of Kentucky                                          5.142857%                 $12,857,142.86
PNC Bank, National Association                                          5.142857%                 $12,857,142.86
Wachovia Bank, National Association                                     5.142857%                 $12,857,142.86
Fifth Third Bank (Northern Kentucky)                                    4.285714%                 $10,714,285.71
KBC Bank N.V.                                                           4.285714%                 $10,714,285.71
Mellon Bank, N.A.                                                       4.285714%                 $10,714,285.71
TOTAL COMMITMENT                                                     100.000000%                 $250,000,000.00

</TABLE>

<PAGE>




                                EXHIBIT A-1

                                FORM OF NOTE
                  (3-Year REVOLVING CREDIT AGREEMENT NOTE)

$___________________________________               April 2, 2004


         FOR VALUE  RECEIVED,  ASHLAND  INC., a Kentucky  corporation  (the
"Borrower")     hereby    promises    to    pay    to    the    order    of
______________________________ (the "Lender"), at the Lending Office of THE
BANK    OF    NOVA    SCOTIA    (the     "Administrative     Agent"),    at
____________________________________________,    the   principal   sum   of
_____________ Dollars ($____________) (or such lesser amount as shall equal
the aggregate  unpaid  principal  amount of the Loans made by the Lender to
the Borrower under the Credit Agreement, as hereinafter defined), in lawful
money of the United States of America and in immediately  available  funds,
on the dates and in the principal amounts provided in the Credit Agreement,
and to pay interest on the unpaid  principal  amount of each such Loan,  at
such office, in like money and funds, for the period commencing on the date
of such Loan until such Loan shall be paid in full,  at the rates per annum
and on the dates provided in the Credit Agreement.

         The  date,  amount,  Type,  interest  rate,  Interest  Period  and
maturity of each Loan made by the Lender to the Borrower,  and each payment
made on account of the principal  thereof,  shall be recorded by the Lender
on its books and,  prior to any  transfer of this Note,  may be endorsed by
the Lender on the schedules attached hereto or any continuation  thereof or
on any separate record maintained by the Lender.

         This Note is one of the Notes referred to in the 3-Year  Revolving
Credit  Agreement,  dated as of April 2,  2004 (as  amended,  supplemented,
amended and restated or otherwise  modified from time to time,  the "Credit
Agreement), among the Borrower, the lenders from time to time party thereto
(including the Lender),  and The Bank of Nova Scotia, as the Administrative
Agent, and evidences Loans made by the Lender thereunder. Capitalized terms
used in this  Note have the  respective  meanings  assigned  to them in the
Credit Agreement.

         This  Note is  issued  pursuant  to the  Credit  Agreement  and is
entitled to the benefits provided for in the Credit  Agreement.  The Credit
Agreement  provides for the  acceleration of the maturity of this Note upon
the occurrence of certain  events,  for prepayments of Loans upon the terms
and  conditions  specified  therein and other  provisions  relevant to this
Note.


<PAGE>


         THIS  NOTE  (INCLUDING,  BUT NOT  LIMITED  TO,  THE  VALIDITY  AND
ENFORCEABILITY  HEREOF)  SHALL BE GOVERNED BY, AND  CONSTRUED IN ACCORDANCE
WITH,  THE LAWS OF THE STATE OF NEW YORK,  OTHER THAN THE  CONFLICT OF LAWS
RULES THEREOF.

                                ASHLAND INC.


                                By:______________________________
                                Name:
                                Title:




<PAGE>



                                EXHIBIT A-2

                                 [RESERVED]



<PAGE>



                                EXHIBIT B-1

           FORM OF BORROWING, CONTINUATION AND CONVERSION REQUEST
                    (3-YEAR REVOLVING CREDIT AGREEMENT)

                                                     __________ __, 200_


         ASHLAND INC., a Kentucky corporation (the "Borrower"), pursuant to
the  3-Year  Revolving  Credit  Agreement,  dated as of  April 2,  2004 (as
amended, supplemented, amended and restated or otherwise modified from time
to time, the "Credit Agreement),  among the Borrower, the lenders from time
to time party thereto,  and The Bank of Nova Scotia, as the  Administrative
Agent,  hereby makes the requests indicated below (unless otherwise defined
herein, capitalized terms are defined in the Credit Agreement):

     1.  Loans:
     (a) Aggregate amount of new Loans to be  $____________;
     (b) Requested funding date is __________ __, 200_;
     (c) $____________  of  such  borrowings  are to be  Eurodollar  Loans;
         $____________ of such borrowings are to be Base Rate Loans; and
     (d) Length   of   Interest    Period   for   Eurodollar    Loans   is:
         _________________________.
     2.  Eurodollar  Loan  Continuation  for  Eurodollar  Loans maturing on
         __________ __, 200_:
     (a) Aggregate   amount  to  be  continued  as   Eurodollar   Loans  is
         $____________;
     (b) Aggregate   amount  to  be   converted   to  Base  Rate  Loans  is
         $____________;
     (c) Length  of  Interest  Period  for  continued  Eurodollar  Loans is
         _________________.
     (d) Length  of  Interest  Period  for  continued  Base  Rate  Loans is
         ____________________.
     3.  Base  Rate  Loan  Continuation  for Base Rate  Loans  maturing  on
         __________ __, 200_:
     (a) Aggregate   amount  to  be  continued  as   Eurodollar   Loans  is
         $____________;
     (b) Aggregate   amount  to  be   converted   to  Base  Rate  Loans  is
         $____________;
     (c) Length  of  Interest  Period  for  continued  Eurodollar  Loans is
         _________________.
     (d) Length  of  Interest  Period  for  continued  Base  Rate  Loans is
         _________________.
     4.  Aggregate   amount  to  be   converted   to  Base  Rate  Loans  is
         $____________;
     (a) Aggregate   amount  to  be  converted  to   Eurodollar   Loans  is
         $____________;
     (b) Length  of  Interest  Period  for  converted  Eurodollar  Loans is
         _________________.
     5.  Conversion of  Outstanding  Base Rate Loans to  Eurodollar  Loans:
         Convert  $____________  of the  outstanding  Base  Rate  Loans  to
         Eurodollar Loans on __________ __, 200_ with an Interest Period of
         ________________.
     6.  Conversion  of  outstanding  Eurodollar  Loans to Base Rate Loans:
         Convert  $____________  of the outstanding  Eurodollar  Loans with
         Interest  Period  maturing on  __________  __, 200_,  to Base Rate
         Loans.

         The undersigned certifies that he is the  _____________________ of
the Borrower, and that as such he is authorized to execute this certificate
on behalf of the Borrower.  The undersigned  further certifies,  represents
and  warrants on behalf of the  Borrower  that the  Borrower is entitled to
receive the requested borrowing, continuation or conversion under the terms
and conditions of the Credit Agreement.

                                ASHLAND INC.


                                By:______________________________
                                Name:
                                Title:




<PAGE>



                                EXHIBIT B-2

                          FORM OF ISSUANCE REQUEST




The Bank of Nova Scotia,
  as Administrative Agent
One Liberty Plaza
New York, New York 10006
Attention: _______________


           Re:      3-Year Revolving Credit Agreement, dated as of April 2,
                    2004 (together with all amendments,  if any, thereafter
                    from   time  to  time   made   thereto,   the   "Credit
                    Agreement"),  among Ashland Inc. (the "Borrower"),  the
                    various financial  institutions as are or may from time
                    to  time   thereafter   become  parties   thereto  (the
                    "Lenders")   and  The   Bank  of   Nova   Scotia   (the
                    "Administrative Agent").

Ladies and Gentlemen:

         This Issuance Request is delivered to you pursuant to Section 2.03
of the Credit Agreement. Unless otherwise defined herein, terms used herein
have the meanings assigned to them in the Credit Agreement.

         The Borrower hereby requests that on _________, 20__ (the "Date of
Issuance")  _______________  (the  "Issuer")  1[issue a [Standby  Letter of
Credit]  [Documentary  Letter of Credit] in the  initial  Stated  Amount of
$_______________  with  a  Stated  Expiry  Date  (as  defined  therein)  of
______________, 20__] [extend the Stated Expiry Date of a Standby Letter of
Credit (as defined under Irrevocable Standby Letter of Credit No.__, issued
on  __________________________,  20 __,  in the  initial  Stated  Amount of
$______________)  to a revised  Stated Expiry Date (as defined  therein) of
_________________, 20__].

         The  beneficiary  of the  requested  2[Standby  Letter of  Credit]
[Documentary  Letter of Credit]  will be  3_______________________________,
and such [Standby Letter of Credit]  [Documentary Letter of Credit] will be
in support of 4________________________________.

         The Borrower hereby acknowledges that, pursuant to Section 6.02 of
the Credit Agreement, each of the delivery of this Issuance Request and the
5[[issuance][extension]  of the Standby Letter of Credit]  [issuance of the
Documentary Letter of Credit] requested hereby constitutes a representation
and warranty by the Borrower that, on such date of 6[issuance]  [extension]
all  statements  set  forth in  Section  6.02 are true and  correct  in all
material respects.

         The   Borrower   agrees  that  if,   prior  to  the  time  of  the
7[[issuance][extension]  of the Standby Letter of Credit]  [issuance of the
Documentary  Letter of Credit]  requested  hereby,  any matter certified to
herein by it will not be true and correct at such time as if then made,  it
will immediately so notify the Administrative  Agent. Except to the extent,
if any,  that  prior to the time of the  issuance  or  extension  requested
hereby the Administrative Agent and the Issuer shall receive written notice
to the contrary from the Borrower, each matter certified to herein shall be
deemed to be certified at the date of such issuance or extension.



<PAGE>


    IN WITNESS WHEREOF, the Borrower has caused this request to be executed
and delivered by its Authorized Officer this __ day of __________, 20__.


                                               ASHLAND INC.


                                               By:___________________________
                                               Title:

<PAGE>



                                 EXHIBIT C

                       FORM OF COMPLIANCE CERTIFICATE
                    (3-YEAR REVOLVING CREDIT AGREEMENT)


         The undersigned  hereby certifies that he is the  ________________
of ASHLAND INC., a Kentucky  corporation  (the "Borrower") and that as such
he is  authorized  to execute this  certificate  on behalf of the Borrower.
With reference to the 3-Year Revolving Credit Agreement,  dated as of April
2, 2004 (as  amended,  supplemented,  amended  and  restated  or  otherwise
modified from time to time, the "Credit Agreement), among the Borrower, the
Lenders,  and The Bank of Nova Scotia,  as the  Administrative  Agent,  the
undersigned  represents and warrants as follows (each capitalized term used
herein having the same meaning given to it in the Credit  Agreement  unless
otherwise specified):

                  (a) The  representations  and  warranties of the Borrower
         contained  in Article VII of the Credit  Agreement  and  otherwise
         made in writing by or on behalf of the  Borrower  pursuant  to the
         Credit Agreement were true and correct when made, and are repeated
         at and as of the time of delivery  hereof and are true and correct
         at and as of the time of  delivery  hereof,  except to the  extent
         such  representations  and warranties are expressly  limited to an
         earlier date or the Majority  Lenders have expressly  consented in
         writing to the contrary.

                  (b) The Borrower  has  performed  and  complied  with all
         agreements  and  conditions  contained  in  the  Credit  Agreement
         required to be performed or complied with by it prior to or at the
         time of delivery hereof.

                  (c) Since  September  30,  2003 there has not  occurred a
         material  adverse  change in the financial  position or results of
         operation of the Borrower and its Subsidiaries taken as a whole.

                  (d) There exists as of the date hereof,  or, after giving
         effect to the Loan or Loans (if any) with  respect  to which  this
         certificate is being  delivered,  will exist, no Default under the
         Credit Agreement.

                  (e)  All  financial   statements  furnished  herewith  or
         heretofore pursuant to Sections 8.01(a) and (b) have been prepared
         in accordance with GAAP.

                  (f) [CERTIFICATION AND CALCULATION AS TO LEVERAGE RATIO]



<PAGE>


                  EXECUTED AND DELIVERED this _____ day of __________, 200_.

                                ASHLAND INC.


                                By:______________________________
                                Name:
                                Title:




<PAGE>



                                  EXHIBIT D

                           FORM OF LEGAL OPINION


                               April 2, 2004


To the Lenders and the Administrative Agent
hereinafter referred to
c/o The Bank of Nova Scotia, as the
Administrative Agent
One Liberty Plaza
New York, New York  10006

         Re:      3-Year Revolving Credit Agreement

Ladies and Gentlemen:

         I am a Senior Counsel with Ashland Inc. (the "Company"),  and have
advised  the  Company  in  connection  with  the  3-Year  Revolving  Credit
Agreement,  dated as of April 2, 2004 (the "Credit  Agreement"),  among the
Company, the Lenders listed on the signature pages thereof, and The Bank of
Nova Scotia, as the Administrative Agent. This opinion is rendered pursuant
to Section 6.01(vi) of the Credit Agreement.  Capitalized terms used herein
that are not otherwise  defined shall have the meanings ascribed to them in
the Credit Agreement.

         In connection  with this opinion,  I have examined or caused to be
examined  originals  or copies,  certified or  otherwise  identified  to my
satisfaction, of such documents,  corporate records, certificates of public
officials   and  other   instruments   and  have   conducted   such   other
investigations  of fact and law as I have deemed  necessary or advisable in
order to deliver  this  opinion.  In said  examination  I have  assumed the
genuineness  of all  signatures  (other  than the  signature  of the person
executing  the  Credit  Agreement  on  behalf  of the  Company),  the legal
capacity of natural persons, the authenticity of all documents submitted to
me as  originals,  the  conformity  to original  documents of all documents
submitted to me as certified or photostatic copies, and the authenticity of
the  originals of such  copies.  In giving this opinion I have relied as to
matters of fact upon certificates of officers of the Company,  certificates
of public officials,  the  representations  of the Company in Sections 7.07
and 7.08 of the Credit Agreement and the  representations of the Lenders in
Section 4.06(d) of the Credit Agreement.

         Based upon and  subject  to the  foregoing,  and the  limitations,
qualifications and exceptions set forth below, I am of the opinion that:

1. The Company (i) is duly,  organized or formed,  legally  existing and in
good standing under the laws of the Commonwealth of Kentucky,  (ii) has all
requisite   power,   and   has   all   material   governmental    licenses,
authorizations,  consents  and  approvals  necessary  to own its assets and
carry on its  business  as now being or as proposed  to be  conducted;  and
(iii) is qualified to do business in all  jurisdictions in which the nature
of the business  conducted  by it makes such  qualification  necessary  and
where failure so to qualify would have a Material Adverse Effect.

2. Neither the execution and delivery of the Credit Agreement and the Notes
by the Company,  nor compliance with the terms and conditions  thereof will
conflict  with or result in a breach of, or require any  consent  which has
not  been  obtained  with  respect  to  the  Third  Restated   Articles  of
Incorporation  or By-laws of the Company,  as amended,  or any Governmental
Requirement  or any  indenture  or loan or  credit  agreement  or any other
material  agreement  or  instrument  to which the  Company is a party or by
which  it is  bound  or to  which  it or its  Properties  are  subject,  or
constitute a default  under any such  indenture,  agreement or  instrument,
which would  materially  adversely  affect the  ability of the  Borrower to
perform  its  obligations  under  the  Credit  Agreement  or  result in the
creation or  imposition  of any Lien upon any of the  revenues or assets of
the Company or any  Subsidiary  pursuant to the terms of any such agreement
or instrument.

3. The Company has all necessary  power and  authority to execute,  deliver
and perform its obligations  under the Credit  Agreement and the Notes; and
the  execution,  delivery  and  performance  by the  Company  of the Credit
Agreement and the Notes,  have been duly authorized by all necessary action
on its part;  and the Company has duly  executed and  delivered  the Credit
Agreement and the Notes;  and the Credit Agreement and the Notes constitute
the legal,  valid and binding  obligations  of the Company,  enforceable in
accordance with their terms.

4. Except as have been previously obtained, no authorizations, approvals or
consents  of,  and no  filings  or  registrations  with,  any  Governmental
Authority are necessary for the  execution,  delivery or performance by the
Company  of the  Credit  Agreement  or the  Notes  or for the  validity  or
enforceability thereof.

5.  Except  as  otherwise  disclosed,   there  is  no  litigation,   legal,
administrative or arbitral proceeding, investigation or other action of any
nature pending or, to the knowledge of the Company,  threatened  against or
affecting the Company or any Subsidiary the probable outcome of which would
adversely affect the validity or  enforceability of the Credit Agreement or
any of the Notes, or would have a Material Adverse Effect.

6.  The  Company  is  not  an  "investment  company"  nor  is it a  company
"controlled"  by  an  "investment  company,"  within  the  meaning  of  the
Investment Company Act of 1940.

7. The Company is not a "holding  company," or a "subsidiary  company" of a
"holding  company,"  or an  "affiliate"  of a  "holding  company,"  or of a
"subsidiary  company" of a "holding  company," or a "public utility" within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

         This opinion is  qualified  to the extent that the binding  effect
and enforceability of the agreements and instruments  referred to above are
subject to applicable bankruptcy, insolvency,  reorganization,  moratorium,
and other similar laws of general  application  in effect from time to time
relating to or  affecting  the rights of creditors  generally  and that the
enforceability  thereof  may be  limited  by  the  application  of  general
principles of equity. Any declaration of default for events of dissolution,
liquidation,  bankruptcy, or reorganization of the Company and the exercise
of remedies upon any such  declaration,  shall be subject to any applicable
limitations  of  federal   bankruptcy  law  affecting  or  precluding  such
declaration or exercise during the pendency of or immediately following any
bankruptcy, liquidation or reorganization.

         In rendering  the opinion  given above my opinion has been limited
to the laws of the Commonwealth of Kentucky, the State of New York, and the
federal  laws  of the  United  States.  I am a  member  of  the  Bar of the
Commonwealth of Kentucky and of the State of Ohio and the State of Ohio and
do not purport to be an expert on the law of other jurisdictions or federal
laws and have not made any  independent  investigation  of such other laws.
With  regard  to the laws of the  State of New York  which may apply to the
Credit  Agreement and the Notes,  I have assumed that the laws of the State
of  New  York  that  customarily  apply  to  such  types  of  documents  in
transactions of this kind are not materially  dissimilar to the laws of the
Commonwealth of Kentucky;  provided,  however, that I express no opinion as
to  the  applicability  or  enforceability  of the  laws  of  either  state
regarding  commercial  paper and  negotiable  instruments.  With  regard to
federal laws which may apply to the Credit  Agreement and the Notes, I have
relied on other attorneys of the Company who are experts on such laws.

         This  opinion is  rendered  solely to you in  connection  with the
above  matter.  This  opinion  may not be relied  upon by you for any other
purpose or relied  upon by or  furnished  to any person  other than  Mayer,
Brown, Rowe & Maw LLP without my prior written consent.

                               Very truly yours,



                               Jami K. Suver



<PAGE>



                                 EXHIBIT E

                        FORM OF ASSIGNMENT AGREEMENT
                    (3-Year REVOLVING CREDIT AGREEMENT)


     THISASSIGNMENT  AGREEMENT,  dated  as of  __________  __,  200_  (this
"Agreement"),   is  between:   ---------   _________________________   (the
"Assignor")  and  _________________________   (the  "Assignee").   --------
--------

                                  RECITALS

         A.  The  Assignor  is a  party  to  the  3-Year  Revolving  Credit
Agreement, dated as of April 2, 2004 (as amended, supplemented, amended and
restated or otherwise  modified from time to time, the "Credit  Agreement),
among Ashland Inc., a Kentucky  corporation (the  "Borrower"),  the lenders
from  time to time  party  thereto,  and The  Bank of Nova  Scotia,  as the
Administrative Agent.

         B. The  Assignor  proposes  to sell,  assign and  transfer  to the
Assignee,  and the  Assignee  proposes  to  purchase  and  assume  from the
Assignor, [all][a portion] of the Assignor's Commitment, outstanding Loans,
all on the terms and conditions of this Agreement.

         C.   In   consideration   of  the   foregoing   and   the   mutual
representations   contained  herein,   and  for  other  good  and  valuable
consideration,   the   receipt   and   sufficiency   of  which  are  hereby
acknowledged, the parties hereto agree as follows:

ARTICLE I
                                DEFINITIONS

Section 1.01 Definitions. All capitalized terms used but not defined herein
have the respective meanings  ----------- given to such terms in the Credit
Agreement.

Section 1.02 Other  Definitions.  As used herein,  the following terms have
the following respective meanings: -----------------

         "Assigned  Interest" shall mean all of Assignor's (in its capacity
as a "Lender") rights and obligations under the Credit Agreement in respect
of the  Commitment  of  the  Assignor  in the  principal  amount  equal  to
$____________,  and to make  Loans  under the  Commitment  and any right to
receive payments for the Loans  outstanding  under the Commitment  assigned
hereby of $____________  (the "Loan  Balance"),  plus the interest and fees
which will accrue from and after the Assignment Date.

         "Assignment Date" shall mean __________ __, 200_.

ARTICLE II
                            SALE AND ASSIGNMENT

Section 2.01 Sale and  Assignment.  On the terms and  conditions  set forth
herein,  effective on and as of the Assignment  Date,  the Assignor  hereby
sells,  assigns and  transfers to the  Assignee,  and the  Assignee  hereby
purchases  and  assumes  from the  Assignor,  all of the  right,  title and
interest  of the  Assignor  in and to,  and all of the  obligations  of the
Assignor in respect of, the Assigned  Interest.  Such sale,  assignment and
transfer is without  recourse  and,  except as  expressly  provided in this
Agreement, without representation or warranty.

Section  2.02  Assumption  of  Obligations.  The  Assignee  agrees with the
Assignor (for the express  benefit of the Assignor and the  Borrower)  that
the Assignee will, from and after the Assignment  Date,  perform all of the
obligations of the Assignor in respect of the Assigned  Interest.  From and
after the  Assignment  Date:  (a) the Assignor  shall be released  from the
Assignor's  obligations  in respect of the Assigned  Interest,  and (b) the
Assignee  shall be entitled  to all of the  Assignor's  rights,  powers and
privileges under the Credit Agreement in respect of the Assigned Interest.

Section 2.03 Consent by  Administrative  Agent. By executing this Agreement
as  provided  below,  in  accordance  with  Section  12.06(b) of the Credit
Agreement,  the  Administrative  Agent  hereby  acknowledges  notice of the
transactions   contemplated   by  this   Agreement  and  consents  to  such
transactions.

ARTICLE III
                                  PAYMENTS

Section  3.01  Payments.  As  consideration  for the sale,  assignment  and
transfer  contemplated  by Section 2.01 hereof,  the Assignee shall, on the
Assignment Date, assume  Assignor's  obligations in respect of the Assigned
Interest and pay to the Assignor amounts equal to the Loan Balance, if any.
An amount  equal to all accrued and unpaid  interest and fees shall be paid
to the  Assignor  as  provided  in  Section  3.02  (iii)  below.  Except as
otherwise provided in this Agreement,  all payments hereunder shall be made
in Dollars and in immediately available funds, without setoff, deduction or
counterclaim.

Section 3.02  Allocation of Payments.  The Assignor and the Assignee  agree
that (i) the Assignor  shall be entitled to any payments of principal  with
respect  to the  Assigned  Interest  made  prior  to the  Assignment  Date,
together  with any interest and fees with respect to the Assigned  Interest
accrued prior to the Assignment  Date,  (ii) the Assignee shall be entitled
to any payments of principal  with  respect to the Assigned  Interest  made
from and after the Assignment Date,  together with any and all interest and
fees with  respect to the  Assigned  Interest  accruing  from and after the
Assignment  Date,  and (iii) the  Administrative  Agent is  authorized  and
instructed to allocate  payments received by it for account of the Assignor
and the Assignee as provided in the  foregoing  clauses.  Each party hereto
agrees that it will hold any  interest,  fees or other  amounts that it may
receive to which the other party hereto  shall be entitled  pursuant to the
preceding  sentence  for account of such other party and pay, in like money
and  funds,  any such  amounts  that it may  receive  to such  other  party
promptly upon receipt.

Section  3.03  Delivery  of Notes.  Promptly  following  the receipt by the
Assignor  of the  consideration  required  to be paid  under  Section  3.01
hereof, the Assignor shall, in the manner  contemplated by Section 12.06(b)
of the Credit Agreement,  (i) deliver to the  Administrative  Agent (or its
counsel) the Notes held by the Assignor and (ii) notify the  Administrative
Agent to request  that the  Borrower  execute  and deliver new Notes to the
Assignor, if Assignor continues to be a Lender, and the Assignee, dated the
Assignment  Date in respective  principal  amounts equal to the  respective
Commitments of the Assignor (if  appropriate) and the Assignee after giving
effect to the sale, assignment and transfer contemplated hereby.

Section 3.04 Further Assurances. The Assignor and the Assignee hereby agree
to execute and deliver such other instruments, and take such other actions,
as either party may reasonably  request in connection with the transactions
contemplated by this Agreement.

ARTICLE IV
                            CONDITIONS PRECEDENT

Section  4.01  Conditions   Precedent.   The  effectiveness  of  the  sale,
assignment and transfer  contemplated hereby is subject to the satisfaction
of each of the following conditions precedent:

(a)      the execution  and delivery of this  Agreement by the Assignor and
         the Assignee;

(b)      the  receipt by the  Assignor  of the  payment  required to be made
         by the  Assignee  under  Section  3.01 hereof; and

(c)      the  acknowledgment  and  consent  by  the  Administrative   Agent
         contemplated by Section 2.04 hereof.

ARTICLE V
                       REPRESENTATIONS AND WARRANTIES

Section 5.01  Representations and Warranties of the Assignor.6 The Assignor
represents and warrants to the Assignee as follows:

(a)      it has all requisite power and authority, and has taken all action
         necessary to execute and deliver this Agreement and to fulfill its
         obligations  under, and consummate the  transactions  contemplated
         by, this Agreement;

(b)      the execution,  delivery and  compliance  with the terms hereof by
         Assignor  and  the  delivery  of all  instruments  required  to be
         delivered  by it  hereunder  do  not  and  will  not  violate  any
         Governmental Requirement applicable to it;

(c)      this  Agreement  has been duly  executed  and  delivered by it and
         constitutes  the  legal,  valid  and  binding  obligation  of  the
         Assignor, enforceable against it in accordance with its terms;

(d)      all  approvals  and  authorizations  of, all filings  with and all
         actions by any Governmental  Authority  necessary for the validity
         or  enforceability  of its  obligations  under this Agreement have
         been obtained;

(e)      the  Assignor  has  good  title  to,  and is the  sole  legal  and
         beneficial owner of, the Assigned Interest,  free and clear of all
         Liens,  claims,  participations  or other  charges  of any  nature
         whatsoever; and

(f)      the  transactions  contemplated  by this  Agreement are commercial
         banking  transactions  entered into in the ordinary  course of the
         banking business of the Assignor.

Section  5.02  Disclaimer.  Except as  expressly  provided in Section  5.01
hereof,  the Assignor  does not make any  representation  or warranty,  nor
shall it have any  responsibility  to the  Assignee,  with  respect  to the
accuracy  of  any  recitals,  statements,   representations  or  warranties
contained in the Credit  Agreement or in any  certificate or other document
referred to or provided for in, or received by any Lender under, the Credit
Agreement,  or  for  the  value,  validity,   effectiveness,   genuineness,
execution,  effectiveness,  legality,  enforceability or sufficiency of the
Credit  Agreement,  the Notes or any other document referred to or provided
for therein or for any failure by the Borrower or any other  Person  (other
than  Assignor)  to perform any of its  obligations  thereunder  or for the
existence,  value, perfection or priority of any collateral security or the
financial or other  condition of the  Borrower or the  Subsidiaries  or any
other  obligor or  guarantor,  or any other  matter  relating to the Credit
Agreement or any extension of credit thereunder.

Section 5.03  Representations and Warranties of the Assignee.  The Assignee
represents and warrants to the Assignor as follows:

(a)      it has all requisite power and authority, and has taken all action
         necessary to execute and deliver this Agreement and to fulfill its
         obligations  under, and consummate the  transactions  contemplated
         by, this Agreement;

(b)      the execution,  delivery and  compliance  with the terms hereof by
         Assignee  and  the  delivery  of all  instruments  required  to be
         delivered  by it  hereunder  do  not  and  will  not  violate  any
         Governmental Requirement applicable to it;

(c)      this  Agreement  has been duly  executed  and  delivered by it and
         constitutes  the  legal,  valid  and  binding  obligation  of  the
         Assignee, enforceable against it in accordance with its terms;

(d)      all  approvals  and  authorizations  of, all filings  with and all
         actions by any Governmental  Authority  necessary for the validity
         or  enforceability  of its  obligations  under this Agreement have
         been obtained;

(e)      the Assignee has fully reviewed the terms of the Credit  Agreement
         and has independently and without reliance upon the Assignor,  and
         based on such information as the Assignee has deemed  appropriate,
         made its own  credit  analysis  and  decision  to enter  into this
         Agreement;

(f)      the Assignee hereby affirms that the representations  contained in
         Section  4.06(d)(i)(1)  of  the  Credit  Agreement  are  true  and
         accurate as to Assignee. If Section 4.06(d)(i)(2) is applicable to
         the   Assignee,   Assignee   shall   promptly   deliver   to   the
         Administrative  Agent and the Borrower such  certifications as are
         required  thereby to avoid the  withholding  taxes  referred to in
         Section 4.06; and

(g)      the  transactions  contemplated  by this  Agreement are commercial
         banking  transactions  entered into in the ordinary  course of the
         banking business of the Assignee.

ARTICLE VI
                               MISCELLANEOUS

Section 6.01  Notices.  All notices and other  communications  provided for
herein (including,  without  limitation,  any modifications of, or waivers,
requests  or  consents  under,  this  Agreement)  shall be given or made in
writing  (including,  without  limitation,  by telex or  facsimile)  to the
intended recipient at its "Address for Notices" specified below its name on
the signature pages hereof or, as to either party, at such other address as
shall be designated by such party in a notice to the other party.

Section  6.02  Amendment,  Modification  or Waiver.  No  provision  of this
Agreement  may be amended,  modified or waived  except by an  instrument in
writing  signed by the Assignor and the  Assignee,  and consented to by the
Administrative Agent.

Section 6.03  Successors and Assigns.  This Agreement shall be binding upon
and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and permitted assigns.  The  representations and warranties made
herein by the Assignee are also made for the benefit of the  Administrative
Agent and the  Borrower,  and the Assignee  agrees that the  Administrative
Agent and the Borrower are entitled to rely upon such  representations  and
warranties.

Section 6.04 Assignments. Neither party hereto may assign any of its rights
or obligations  hereunder except in accordance with the terms of the Credit
Agreement.

Section 6.05 Captions.  The captions and section headings  appearing herein
are included  solely for  convenience  of reference and are not intended to
affect the interpretation of any provision of this Agreement.

Section 6.06 Counterparts.  This Agreement may be executed in any number of
counterparts,  each of which  shall be  identical  and all of which,  taken
together,  shall  constitute one and the same  instrument,  and each of the
parties hereto may execute this Agreement by signing any such counterpart.

Section 6.07      Governing  Law. This  Agreement  shall be governed by, and
construed in accordance  with, the law of the State of ________________.

Section 6.08 Expenses.  To the extent not paid by the Borrower  pursuant to
the terms of the Credit  Agreement,  each party  hereto  shall bear its own
expenses in connection with the execution, delivery and performance of this
Agreement.

Section  6.09  Waiver of Jury  Trial.  EACH OF THE  PARTIES  HERETO  HEREBY
IRREVOCABLY  WAIVES,  TO THE FULLEST  EXTENT  PERMITTED BY LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL  PROCEEDING  ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

         IN WITNESS WHEREOF, the parties hereto have caused this Assignment
Agreement to be executed and delivered as of the date first above written.
<TABLE>
<CAPTION>
<S>                                                 <C>

                                                     [NAME OF ASSIGNOR]


                                                     By:______________________________
                                                           Name:
                                                           Title:

                                                     Address for Notices:




                                                     Facsimile No:
                                                                  -------------------------------------------------
                                                     Telephone No:
                                                                  -------------------------------------------------
                                                     Attention:
                                                               ----------------------------------------------------


                                                     [NAME OF ASSIGNEE]


                                                     By:______________________________
                                                           Name:
                                                           Title:

                                                     Address for Notices:




                                                     Facsimile No:
                                                                  -------------------------------------------------
                                                     Telephone No:
                                                                  -------------------------------------------------
                                                     Attention:
                                                               ----------------------------------------------------



<PAGE>

</TABLE>

ACKNOWLEDGED AND CONSENTED TO:

<PAGE>




THE BANK OF NOVA SCOTIA,
as the Administrative Agent


By:______________________________
      Name:
      Title:


[ASHLAND INC.


By:______________________________
      Name:
      Title:]



<PAGE>




                                EXHIBIT F-1

                                 [RESERVED]



<PAGE>




                                EXHIBIT F-2

                                 [RESERVED]



<PAGE>




                                 EXHIBIT G

                                 [RESERVED]



<PAGE>




                                 EXHIBIT H

                                 [RESERVED]



<PAGE>




                               SCHEDULE 7.03

                                 LITIGATION


Please refer to the Borrower's public filings with the SEC for a disclosure
of litigation matters.



<PAGE>




                               SCHEDULE 7.08

                            MULTIEMPLOYER PLANS

<TABLE>
<CAPTION>


------------------------- --------------------------------------------------------------------------------------------
Multiemployer    Pension             Contributions on a Calendar Year Basis for the Prior 5 Calendar Years
Plan Names
                                   2003                2002              2001                 2000               1999
------------------------- -------------- ------------------- ------------------ ------------------- ------------------
<S>                         <C>                 <C>                 <C>                <C>                <C>
WESTERN CONFERENCE OF       $175,161.45         $187,129.98         $81,547.46         $169,835.06        $166,708.42
TEAMSTERS FAIRFIELD CA

CENTRAL STATES LOCAL        $110,360.00          $93,578.00         $75,090.00          $77,200.96         $57,632.00
#618 ST. LOUIS

CENTRAL PA TEAMSTER          $90,118.00         $159,160.00        $192,452.00         $224,081.10        $251,842.30
PENSION FUND

CENTRAL STATES LOCAL         $43,180.00          $42,755.00         $44,200.00          $45,050.00         $44,200.00
#89 LOUISVILLE

CENTRAL STATES LOCAL              $0.00               $0.00         $12,700.00          $24,365.00         $24,348.00
#364 SOUTH BEND

CENTRAL STATES LOCAL              $0.00               $0.00              $0.00               $0.00              $0.00
#236  KUTTAWA, KY

CENTRAL STATES LOCAL        $160,456.00         $140,290.00        $130,290.00         $142,859.25        $121,153.00
#781 CHICAGO

INTERNATIONAL               $186,809.00         $185,951.00        $171,542.00         $165,681.00        $160,519.00
BROTHERHOOD OF
TEAMSTERS LOCAL #705
CHICAGO

CENTRAL STATES LOCAL              $0.00               $0.00              $0.00               $0.00              $0.00
#114 CINCINNATI, OH

CENTRAL STATES LOCAL              $0.00               $0.00              $0.00               $0.00              $0.00
#135  RICHMOND, IN

Teamster Central States      $57,180.00         $152,099.00        $343,607.55          $69,390.00        $167,232.00
 Local 516
Health, Welfare
And Pension Fund

Teamsters Fringe             170,911.10          173,434.25         160,190.28          145,750.43         154,970.23
Benefit Program
3100 Broadway, Suite 300
Kansas City, MO 64111

Carpenters Fringe            156,278.92          181,194.47            101,372          117,040.44         141,541.95
Benefit Program
3100 Broadway, Suite 609
Kansas City, MO 64111

Masonry Industry Fringe       41,596.00           45,996.00          37,046.25           22,696.25          40,505.00
Benefits
10100 Santa Fe Drive
Overland Park, KS 66212

Operating Engineers                0.00         $335,184.11        $409,007.85         $167,176.82          $4,643.53
Local 101
301 East Armour Rd,
Suite 203
Kansas City, MO 64111

MoKan Ironworkers Fringe     130,714.02          189,992.86         106,567.61           81,581.22          75,545.57
9233 Ward Parkway,
Suite 364
Kansas City, MO 64111

Const. Ind. Laborers         324,402.47         $431,557.29        $466,551.59         $649,380.97        $713,045.42
Welfare
116 Commerce Dr.
Jefferson City, MO 65101

Kansas Building Trades             0.00            7,608.56          31,845.74           78,687.60          83,766.37
PO Box 5049
Topeka, KS 66605

Oklahoma Operating            57,043.30           56,048.20          78,513.97              67,262          51,412.95
Engineers
6363 E. 31st Street
Tulsa, OK 74135

Operating Engineers          687,740.65          735,132.97         568,301.86          481,121.62         387,944.80
Local 101
301 East Armour Rd,
Suite 203
Kansas City, MO 64111

Const. Ind. Laborers               0.00          331,041.98         211,724.21          166,422.28         225,545.25
Welfare
116 Commerce Dr.
Jefferson City, MO 65101

Teamsters Fringe                   0.00          $31,273.78         $44,613.91          $63,670.49         $57,230.36
Benefit Program
3100 Broadway, Suite 300
Kansas City, MO 64111

Teamsters Fringe                                                    $22,611.49          $28,745.97         $30,244.35
Benefits

Central Pension Fund                            $281,512.75        $298,756.28         $198,454.53        $198,828.95
Dept. 76
Washington, DC 20055

Construction Industry                                              $142,741.16         $144,522.05        $148,385.81
Laborers

Cement Masons Health &                                                                                     $10,127.95
Welfare

IUOE Local 627 Fringe                                                                   $23,556.89         $14,774.40
Benefits Fund

I.U.O.E. Local 513                              $536,087.79         $17,806.62               $0.00         $80,225.00
3449 Hollenberg Drive
#150
Bridgeton, MO.
63044-2496


</TABLE>

Note:  Arkhola also paid the  remaining  $91,529.66 in 2002 of the assessed
withdrawal  liability relating to Teamsters Local 373 that we reported in a
prior year.




<PAGE>




                               SCHEDULE 7.09

                                   TAXES


None.



<PAGE>



                               SCHEDULE 7.14

                           ENVIRONMENTAL MATTERS


None.