<PAGE>
                                                                   EXHIBIT 10(a)


                                CREDIT AGREEMENT


                                   dated as of


                                  July 13, 2001


                                      among


                               CABOT CORPORATION,


                             The Banks Listed Herein


                                       and


                              FLEET NATIONAL BANK,
                                    as Agent


                                      with


                    FLEET SECURITIES, INC., as Lead Arranger
                 SALOMON SMITH BARNEY INC., as Co-Lead Arranger



<PAGE>

                                TABLE OF CONTENTS


ARTICLE I      DEFINITIONS ..................................................  1
   Section 1.1.   Definitions ...............................................  1
   SECTION 1.2.   Accounting Terms and Determinations ....................... 13
   SECTION 1.3.   Types of Borrowings ....................................... 13

ARTICLE II     THE CREDITS                                                    13
   Section 2.1.   Commitments to Lend During Revolving Credit Period ........ 13
   SECTION 2.2.   Notice of Committed Borrowings ............................ 14
   SECTION 2.3.   Money Market Borrowings ................................... 14
   SECTION 2.4.   Notice to Banks; Funding of Loans ......................... 17
   SECTION 2.5.   Notes ..................................................... 18
   SECTION 2.6.   Maturity of Loans ......................................... 19
   SECTION 2.7.   Interest Rates ............................................ 19
   SECTION 2.8.   Fees ...................................................... 20
   SECTION 2.9.   Optional Termination or Reduction of Commitments .......... 21
   SECTION 2.10.  Mandatory Termination of Commitments ...................... 21
   SECTION 2.11.  Optional Prepayments ...................................... 21
   SECTION 2.12.  General Provisions as to Payments ......................... 22
   SECTION 2.13.  Funding Losses ............................................ 22
   SECTION 2.14.  Computation of Interest and Fees .......................... 23
   SECTION 2.15.  Taxes ..................................................... 23
   SECTION 2.16.  Regulation D Compensation ................................. 24
   SECTION 2.17.  Letter of Credits ......................................... 25
       Section 2.17.1.  Commitment Issue Letters of Credit .................. 25
       Section 2.17.2.  Letter of Credit Applications ....................... 25
       Section 2.17.3.  Terms of Letters of Credit .......................... 25
       Section 2.17.4.  Reimbursement Obligations of Banks .................. 26
       Section 2.17.5.  Participations of Banks ............................. 26
   SECTION 2.18.  Reimbursement Obligation of the Borrower .................. 26
   SECTION 2.19.  Letter of Credit Payments ................................. 27
   SECTION 2.20.  Obligations Absolute ...................................... 27
   SECTION 2.21.  Reliance by Issuer ........................................ 28
   SECTION 2.22.  Letter of Credit Fee ...................................... 28

ARTICLE III    CONDITIONS ................................................... 28
   SECTION 3.1.   Effectiveness ............................................. 28
   SECTION 3.2.   Borrowings ................................................ 30

ARTICLE IV     REPRESENTATIONS AND WARRANTIES ............................... 30
   SECTION 4.1.   Corporate Existence and Power ............................. 30
   SECTION 4.2.   Corporate and Governmental Authorization;
                  No Contravention .......................................... 30

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                                      -3-


   SECTION 4.3.   Binding Effect ............................................ 31
   SECTION 4.4.   Financial Information ..................................... 31
   SECTION 4.5.   Litigation ................................................ 31
   SECTION 4.6.   Compliance with ERISA ..................................... 31
   SECTION 4.7.   Environmental Matters ..................................... 32
   SECTION 4.8.   Taxes ..................................................... 32
   SECTION 4.9.   Subsidiaries .............................................. 32
   SECTION 4.10.  Not an Investment Company ................................. 32
   SECTION 4.11.  Full Disclosure ........................................... 32

ARTICLE V      COVENANTS .................................................... 33
   SECTION 5.1.   Information ............................................... 33
   SECTION 5.2.   Payment of Obligations .................................... 35
   SECTION 5.3.   Maintenance of Property; Insurance ........................ 35
   SECTION 5.4.   Conduct of Business and Maintenance of Existence .......... 36
   SECTION 5.5.   Compliance with Laws ...................................... 36
   SECTION 5.6.   Inspection of Property, Books and Records ................. 36
   SECTION 5.7.   Debt ...................................................... 36
   SECTION 5.8.   Debt Service .............................................. 37
   SECTION 5.9.   Investments ............................................... 37
   SECTION 5.10.  Negative Pledge ........................................... 37
   SECTION 5.11.  Consolidations and Mergers ................................ 38
   SECTION 5.12.  Sales of Assets ........................................... 39
   SECTION 5.13.  Use of Proceeds ........................................... 39
   SECTION 5.14.  Transactions with Affiliates .............................. 39

ARTICLE VI     DEFAULTS ..................................................... 39
   SECTION 6.1.   Events of Default ......................................... 39
   SECTION 6.2.   Notice of Default ......................................... 41
   SECTION 6.3    Remedies .................................................. 41

ARTICLE VII    THE AGENT .................................................... 42
   SECTION 7.1.   Appointment and Authorization ............................. 42
   SECTION 7.2.   Agent and Affiliates ...................................... 42
   SECTION 7.3.   Action by Agent ........................................... 42
   SECTION 7.4.   Consultation with Experts ................................. 43
   SECTION 7.5.   Liability of Agent ........................................ 43
   SECTION 7.6.   Indemnification ........................................... 43
   SECTION 7.7.   Credit Decision ........................................... 43
   SECTION 7.8.   Successor Agent ........................................... 43
   SECTION 7.9.   Agent's Fee ............................................... 44
   SECTION 7.10.  Delinquent Bank ........................................... 44

ARTICLE VIII   CHANGE IN CIRCUMSTANCES ...................................... 44
   SECTION 8.1.   Basis for Determining Interest Rate Inadequate
                  or Unfair ................................................. 44


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                                      -4-


   SECTION 8.2.   Illegality ................................................ 45
   SECTION 8.3.   Increased Cost and Reduced Return.......................... 45
   SECTION 8.4.   Base Rate Loans Substituted for Affected Fixed
                  Rate Loans ................................................ 47
   SECTION 8.5.   Substitution of Bank ...................................... 47

ARTICLE IX     MISCELLANEOUS ................................................ 47
   SECTION 9.1.   Notices ................................................... 48
   SECTION 9.2.   No Waivers ................................................ 48
   SECTION 9.3.   Expenses: Documentary Taxes; Indemnification .............. 48
   SECTION 9.4.   Set-offs .................................................. 48
   SECTION 9.5.   Amendments and Waivers .................................... 49
   SECTION 9.6.   Successors and Assigns .................................... 49
   SECTION 9.7.   Collateral ................................................ 53
   SECTION 9.8.   Governing Law; Submission to Jurisdiction ................. 53
   SECTION 9.9.   Counterparts:  Integration ................................ 53
   SECTION 9.10.  Waiver of Jury Trial ...................................... 54
   SECTION 9.11   Severability .............................................. 54



<PAGE>
                                      -5-



                                    EXHIBITS
                                    --------


Exhibit A    Note
EXHIBIT B    Form of Money Market Quote Request
EXHIBIT C    Form of Invitation for Money Market Quotes
EXHIBIT D    Form of Money Market Quote
EXHIBIT E    Legal Opinion
EXHIBIT G    Assignment and Assumption Agreement
EXHIBIT H    Instrument of Accession





<PAGE>


                                CREDIT AGREEMENT

         AGREEMENT dated as of July 13, 2001 among CABOT CORPORATION, the Banks
listed on the signature pages hereof and FLEET NATIONAL BANK, as Agent.

         The parties hereto agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

         SECTION 1.1. DEFINITIONS. The following terms, as used herein, have the
following meanings:

         "Absolute Rate Auction" means a solicitation of Money Market Quotes
setting forth Money Market Absolute Rates pursuant to Section 2.3.

         "Acceding Bank" has the meaning set forth in Section 9.6(d).

         "Administrative Questionnaire" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Agent and submitted to
the Agent (with a copy to the Borrower) duly completed by such Bank.

         "Affiliate" means (i) any Person that directly, or indirectly through
one or more intermediaries, controls the Borrower (a "Controlling Person") or
(ii) any Person (other than the Borrower, a Consolidated Subsidiary or an Equity
Affiliate) which is controlled by or is under common control with a Controlling
Person. As used herein, the term "control" means possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.

         "Agent" means Fleet National Bank in its capacity as agent for the
Banks hereunder, and its permitted successors in such capacity.

         "Agent's Office" means the Agent's office located at 100 Federal
Street, Boston, Massachusetts 02110, or at such other location as the Agent may
designate from time to time.

         "Applicable Lending Office" means, with respect to any Bank, (i) in the
case of its Domestic Loans, its Domestic Lending Office, (ii) in the case of its
Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its
Money Market Loans, its Money Market Lending Office.

         "Arrangers" means the Lead Arranger and the Co-Lead Arranger.


<PAGE>
                                      -2-


         "Assignee" has the meaning set forth in Section 9.6(c).

         "Bank" means each bank listed on the signature pages hereof, each
Assignee which becomes a Bank pursuant to Section 9.6(c), and their respective
successors.

         "Base Rate" means, for any day, a rate per annum equal to the higher of
(i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal
Funds Rate for such day. Changes in the Base Rate resulting from changes in the
Prime Rate shall take place immediately and without notice or demand of any
kind.

         "Base Rate Borrowing" has the meaning set forth in Section 1.3.

         "Base Rate Loan" means a Committed Loan to be made by a Bank as a Base
Rate Loan in accordance with the applicable Notice of Committed Borrowing or
pursuant to Article VIII.

         "Borrower" means Cabot Corporation, a Delaware corporation.

         "Borrower's 2000 Form 10-K" means the Borrower's annual report on Form
10-K for its 2000 fiscal year, as filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934.

         "Borrowing" has the meaning set forth in Section 1.3.

         "Co-Lead Arranger" means Citibank Salomon Smith Barney.

         "Commitment" means, with respect to each Bank, the amount set forth on
SCHEDULE 1 hereto as the amount of such Bank's commitment to make Committed
Loans to, and to participate in the issuance, extension and renewal of Letters
of Credit for the account of the Borrower, as the same may be modified pursuant
to Section 9.6(d) hereof, and as the same may be reduced from time to time; or
if such commitment is terminated pursuant to the provisions hereof, zero.

         "Committed Borrowing" has the meaning set forth in Section 1.3.

         "Commitment Percentage" means, with respect to each Bank, the
percentage set forth on SCHEDULE 1 hereto as such Bank's percentage of the
aggregate Commitments of all the Banks.

         "Committed Loan" means a loan made by a Bank pursuant to Section 2.1.

         "Consolidated Debt" means at any date the Debt of the Borrower and its
Consolidated Subsidiaries, determined on a consolidated basis as of such date.

         "Consolidated EBITDA" means, with respect to any fiscal period, an
amount equal to the sum of (a) Consolidated Net Income of the Borrower and its
Consolidated Subsidiaries for such fiscal period, PLUS (b) in each case to the
extent deducted in the calculation of Consolidated Net Income and without
duplication (i) tax expense for such period, PLUS (ii) Consolidated Total
Interest Expense paid or accrued during such period, PLUS (iii) other noncash
charges for such period, PLUS (iv) depreciation and amortization for such
period, and MINUS (c) to the extent


<PAGE>
                                      -3-


added in calculating Consolidated Net Income, and without duplication, all
noncash gains (including income tax benefits) for such period, all as determined
in accordance with generally accepted accounting principles.

         "Consolidated Net Income (or Deficit)" means the consolidated net
income (or deficit) of the Borrower and its Consolidated Subsidiaries, after
deduction of all expenses, taxes and other proper charges, determined in
accordance with generally accepted accounting principles, after eliminating
therefrom all extraordinary nonrecurring items of income.

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

         "Consolidated Tangible Net Worth" means at any date (i) the
consolidated stockholders' equity of the Borrower as of such date (calculated
excluding adjustments to translate foreign assets and liabilities for changes in
foreign exchange rates made in accordance with Financial Accounting Standards
Board Statement No. 52 and 133), MINUS (ii) to the extent reflected in
determining such consolidated stockholders' equity at such date, the amount of
consolidated Intangible Assets of the Borrower and its Consolidated
Subsidiaries.

         "Consolidated Total Interest Expense" means, for any period, the
aggregate amount of interest required to be paid or accrued by the Borrower and
its Consolidated Subsidiaries during such period on all Debt of the Borrower and
its Consolidated Subsidiaries outstanding during all or any part of such fiscal
period, whether such interest was or is required to be reflected as an item of
expense or capitalized, including payments consisting of interest in respect of
any capitalized lease, and including commitment fees, agency fees, facility
fees, utilization fees, balance deficiency fees and similar fees or expenses in
connection with the borrowing of money.

         "Debt" of any Person means at any date, whether or not contingent, but
without duplication, (i) all obligations of such Person for borrowed money, (ii)
all obligations of such Person evidenced by bonds, debentures, promissory notes
or other similar instruments, (iii) every reimbursement obligation of the
Borrower with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of the Borrower, (iv) all obligations of such
Person to pay the deferred purchase price of property or services, except trade
accounts payable arising in the ordinary course of business, (v) all obligations
of such Person as lessee which are capitalized in accordance with generally
accepted accounting principles, (vi) every obligation of such Person under any
lease of goods or other property, whether real or personal, which is treated as
on operating lease under generally accepted accounting principles and as a loan
or financing for U.S. income tax purposes, (vii) all Debt of others secured by a
Lien on any asset of such Person, whether or not such Debt is assumed by such
Person, (viii) all Debt of others Guaranteed by such Person, and (ix) all sales
by the Borrower of (a) accounts or general intangibles for money due or to
become due, (b) chattel paper, instruments or documents creating or evidencing a
right to payment of money or (c) other receivables (collectively,
"receivables"), whether pursuant to a purchase facility or otherwise, other than
in connection with the disposition of the business operations of the Borrower
relating thereto or a disposition of defaulted receivables for collection and
not as a financing arrangement, and together with


<PAGE>
                                      -4-


any obligation of the Borrower to pay discount, interest, fees, indemnities,
penalties, recourse, expenses or other amounts in connection therewith.

         "Default" means any condition or event which constitutes an Event of
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.

         "Delinquent Lender" has the meaning set forth in Section 7.10.

         "Domestic Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in New York City or Boston, Massachusetts
are authorized by law to close.

         "Domestic Lending Office" means, as to each Bank, its office located at
its address set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Borrower and the Agent.

         "Effective Date" means the date this Agreement becomes effective in
accordance with Section 3.1.

         "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws (including case law), regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements or other governmental restrictions relating to
the environment or to emissions, discharges or releases of pollutants,
contaminants, Hazardous Substances or wastes into the environment including,
without limitation, ambient air, surface water, ground water, or land, or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, Hazardous
Substances or wastes or the clean-up or other remediation thereof.

         "Equity Affiliate" means at any date any corporation or other entity
(which may be a Subsidiary but not a Consolidated Subsidiary) of which
securities or other ownership interests are at the time directly or indirectly
owned by the Borrower and accounted for under the equity method of accounting.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

         "ERISA Group" means the Borrower and all members of a controlled group
of corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Borrower, are treated as a single
employer under Section 414 of the Internal Revenue Code.

         "Euro-Dollar Borrowing" has the meaning set forth in Section 1.3.


<PAGE>
                                      -5-


         "Euro-Dollar Business Day" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London or such other eurodollar interbank market as may be
selected by the Agent in its sole discretion acting in good faith.

         "Euro-Dollar Lending Office" means, as to each Bank, its office, branch
or affiliate located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its
Euro-Dollar Lending Office) or such other office, branch or affiliate of such
Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice
to the Borrower and the Agent.

         "Euro-Dollar Loan" means a Committed Loan to be made by a Bank as a
Euro-Dollar Loan in accordance with the applicable Notice of Committed
Borrowing.

         "Euro-Dollar Margin" has the meaning set forth in Section 2.7(c).

         "Euro-Dollar Reference Banks" means the principal London office of
Fleet National Bank, or any successor Euro-Dollar Reference Bank appointed as
such pursuant to Section 2.7(h).

         "Euro-Dollar Reserve Percentage" means for any day for any Bank that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the effective reserve requirement for such Bank as
determined in good faith by such Bank in respect of "Eurocurrency liabilities"
(or in respect of any other category of liabilities which includes deposits by
reference to which the interest rate on Euro-Dollar Loans is determined or any
category of extensions of credit or other assets which includes loans by a
non-United States office of any Bank to United States residents).

         "Event of Default" has the meaning set forth in Section 6.1.

         "Existing Credit Agreement" means the Credit Agreement dated as of
January 3, 1997, as amended, among Cabot Corporation, the banks listed therein
and Morgan Guaranty Trust Company of New York, as Agent.

         "Facility Fee Rate" means (i) .10 of 1% per annum for any day on which
Investment Level I Status exists, (ii) .125 of 1% per annum for any day on which
Investment Level II Status exists, (iii) .15 of 1% per annum for any day on
which Investment Level III Status exists, (iv) .20 of 1% per annum for any day
on which Investment Level IV Status exists, and (v) .30 of 1% per annum for any
day on which Investment Level V Status exists.

         "Federal Funds Rate" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day, PROVIDED that (i) if such day is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such rate on such



<PAGE>
                                      -6-


transactions on the next preceding Domestic Business Day as so published on the
next succeeding Domestic Business Day, and (ii) if no such rate is so published
on such next succeeding Domestic Business Day, the Federal Funds Rate for such
day shall be the average rate quoted to the Agent on such day on such
transactions from the fund brokers of recognized standing selected by the Agent.

         "Fee Letter" means that certain letter dated on or prior to the date
hereof between the Agent and the Borrower.

         "Fronting Fee" has the meaning set forth in Section 2.22.

         "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt of any
other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt (whether arising by virtue of partnership arrangements, by agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay, or
to maintain financial statement conditions or otherwise) or (ii) entered into
for the purpose of assuring in any other manner the obligee of such Debt of the
payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part), PROVIDED that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business and
letters or other undertakings which state that the Borrower or a Consolidated
Subsidiary will maintain its ownership of another Person but which do not
include any obligation related to the financial condition of such other Person.
The term "Guarantee" used as a verb has a corresponding meaning.

         "Hazardous Substances" means any toxic, radioactive, caustic or
otherwise hazardous substance, including petroleum, its derivatives, by-products
and other hydrocarbons, or any substance having any constituent elements
displaying any of the foregoing characteristics.

         "Instrument of Accession" has the meaning set forth in Section 9.6(d).

         "Intangible Assets" means the amount of (i) all write-ups of assets
(other than write-ups of assets of a going concern business made within twelve
months after the acquisition of such business); (ii) all Investments in Persons
other than (x) Consolidated Subsidiaries and (y) Equity Affiliates (A) in which
the Borrower directly or indirectly owns equity securities or other comparable
ownership interests of not less than 30% and (B) which are engaged in the same
general business as the Borrower or any of its Subsidiaries or engaged in a
business incidental or related thereto; and (iii) all unamortized debt discount
and expense, unamortized deferred charges, goodwill, patents, trademarks,
service marks, trade names, anticipated future benefit of tax loss
carry-forwards, copyrights, organization or developmental expenses and other
assets treated as intangible assets under generally accepted accounting
principles.

         "Interest Period" means: (1) with respect to each Euro-Dollar
Borrowing, the period commencing on the date of such Borrowing and ending one,
two, three or six months thereafter, as the Borrower may elect in the applicable
Notice of Borrowing; provided that:


<PAGE>
                                      -7-


                  (a)      any Interest Period which would otherwise end on a
         day which is not a Euro-Dollar Business Day shall be extended to the
         next succeeding Euro-Dollar Business Day unless such Euro-Dollar
         Business Day falls in another calendar month, in which case such
         Interest Period shall end on the next preceding Euro-Dollar Business
         Day;

                  (b)      any Interest Period which begins on the last
         Euro-Dollar Business Day of a calendar month (or on a day for which
         there is no numerically corresponding day in the calendar month at the
         end of such Interest Period) shall end on the last Euro-Dollar Business
         Day of a calendar month; and

                  (c)      any Interest Period which would otherwise end after
         the date determined pursuant to clause (y) of the definition of
         Termination Date shall end on the date so determined.

         (2)      with respect to each Base Rate Borrowing, the period
commencing on the date of such Borrowing and ending on the last day of the
calendar quarter; PROVIDED that:

                  (a)      any Interest Period which would otherwise end on a
         day which is not a Domestic Business Day shall be extended to the next
         succeeding Domestic Business Day; and

                  (b)      any Interest Period which would otherwise end after
         the date determined pursuant to clause (y) of the definition of
         Termination Date shall end on the date so determined.

         (3)      with respect to each Money Market LIBOR Borrowing, the period
commencing on the date of such Borrowing and ending such whole number of months
thereafter (but not less than one month) as the Borrower may elect in accordance
with Section 2.3; PROVIDED that:

                  (a)      any Interest Period which would otherwise end on a
         day which is not a Euro-Dollar Business Day shall be extended to the
         next succeeding Euro-Dollar Business Day unless such Euro-Dollar
         Business Day falls in another calendar month, in which case such
         Interest Period shall end on the next preceding Euro-Dollar Business
         Day;

                  (b)      any Interest Period which begins on the last
         Euro-Dollar Business Day of a calendar month (or on a day for which
         there is no numerically corresponding day in the calendar month at the
         end of such Interest Period) shall, subject to clause (c) below, end on
         the last Euro-Dollar Business Day of a calendar month; and

                  (c)      any Interest Period which would otherwise end after
         the date determined pursuant to clause (y) of the definition of
         Termination Date shall end on the date so determined.

         (4)      with respect to each Money Market Absolute Rate Borrowing, the
period commencing on the date of such Borrowing and ending such number of days
thereafter (but not less than 30 days) as the Borrower may elect in accordance
with Section 2.3; PROVIDED that:


<PAGE>
                                      -8-


                  (a)      any Interest Period which would otherwise end on a
         day which is not a Euro-Dollar Business Day shall be extended to the
         next succeeding Euro-Dollar Business Day; and

                  (b)      any Interest Period which would otherwise end after
         the date determined pursuant to clause (y) of the definition of
         Termination Date shall end on the date so determined.

         "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended, or any successor statute.

         "Investment" means any investment in any Person, whether by means of
share purchase, capital contribution, loan, demand or time deposit or otherwise.

         "Investment Level I Status" exists at any date if, at such date, (x)
the Borrower's outstanding senior unsecured long term debt securities are (i)
rated A- or better by S&P or (ii) rated A3 or better by Moody's.

         "Investment Level II Status" exists at any date if, at such date, (x)
the Borrower's outstanding senior unsecured long-term debt securities are (i)
rated BBB+ or better by S&P OR (ii) rated Baa1 or better by Moody's and (y)
Investment Level I Status does not exist.

         "Investment Level III Status" exists at any date if, at such date, (x)
the Borrower's outstanding senior unsecured long-term debt securities are (i)
rated BBB or better by S&P OR (ii) rated Baa2 or better by Moody's and (y)
neither Investment Level I Status nor Investment Level II Status exists.

         "Investment Level IV Status" exists at any date, if at such date (x)
the Borrower's outstanding senior unsecured long-term debt securities are (i)
rated BBB- or better by S&P OR (ii) rated Baa3 or better by Moody's AND (y) none
of Investment Level I Status, Investment Level II Status nor Investment Level
III Status exists.

         "Investment Level V Status" exists at any date if, at such date, none
of Level I Status, Level II Status, Level III Status nor Level IV Status exists.

         "Investment Level Status" means, as at any date of determination, the
Borrower's rating of Investment Level I Status, Investment Level II Status,
Investment Level III Status, Investment Level IV Status or Investment Level V
Status. In determining such status, in the event of a split debt rating of (a)
only one level between S&P and Moody's, the higher rating shall apply, and (b)
more than one level between S&P and Moody's, the rating level that is one level
above the lowest level shall apply. In addition, in the event that S&P or
Moody's changes its debt rating designations, definitions or symbols, the
Borrower and the Required Banks shall agree as to the exact application of such
new debt rating terminology to the application of this definition, taking into
account the explanation of such new rating terminology by S&P or Moody's, as the
case may be, and its comparability to the debt rating referred to in the
definitions of "Investment Level Status I", Investment Level Status II",
"Investment Level Status III", "Investment Level Status IV" and "Investment
Level Status V".


<PAGE>
                                      -9-


         "Lead Arranger" means Fleet Securities, Inc.

         "Letter of Credit" has the meaning set forth in Section 2.17.1.

         "Letter of Credit Application" has the meaning set forth in Section
2.17.1.

         "Letter of Credit Fee" has the meaning set forth in Section 2.22.

         "Letter of Credit Participation" has the meaning set forth in Section
2.17.4.

         "LIBOR Auction" means a solicitation of Money Market Quotes setting
forth Money Market Margins based on the London Interbank Offered Rate pursuant
to Section 2.3.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge or security interest in respect of such asset. For the purposes of this
Agreement, the Borrower or any Subsidiary shall be deemed to own subject to a
Lien any asset which it has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement, capital lease (but not
operating lease) or other title retention agreement relating to such asset.

         "Loan" means a Domestic Loan or a Euro-Dollar Loan or a Money Market
Loan and "Loans" means Domestic Loans or Euro-Dollar Loans or Money Market Loans
or any combination of the foregoing.

         "Loan Documents" means this Agreement, the Notes, the Letter of Credit
Applications, the Letters of Credit and the Fee Letter.

         "London Interbank Offered Rate" has the meaning set forth in Section
2.7(b).

         "Margin Stock" means margin stock within the meaning of Regulation U.

         "Material Debt" means (x) Debt (other than the Notes) of the Borrower
and/or one or more of its Subsidiaries, arising in one or more related or
unrelated transactions, in an aggregate principal amount exceeding $50,000,000
or (y) Debt of the Borrower (other than the Notes) and/or one or more of its
Consolidated Subsidiaries, arising in one or more related or unrelated
transactions, in an aggregate principal amount exceeding $20,000,000.

         "Material Plan" means at any time a Plan or Plans having aggregate
Unfunded Liabilities at such time in excess of $20,000,000.

         "Maximum Drawing Amount" means the maximum aggregate amount that the
beneficiaries may at any time draw under outstanding Letters of Credit, as such
aggregate amount may be reduced from time to time pursuant to the terms of the
Letters of Credit.

         "Money Market Absolute Rate" has the meaning set forth in Section
2.3(d).

         "Money Market Absolute Rate Borrowing" has the meaning set forth in
Section 1.3.


<PAGE>
                                      -10-


         "Money Market Absolute Rate Loan" means a loan to be made by a Bank
pursuant to an Absolute Rate Auction.

         "Money Market Borrowing" has the meaning set forth in Section 1.3.

         "Money Market Lending Office" means, as to each Bank, its Domestic
Lending Office or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Money Market Lending Office by notice to the Borrower
and the Agent; PROVIDED that any Bank may from time to time by notice to the
Borrower and the Agent designate separate Money Market Lending Offices for its
Money Market LIBOR Loans, on the one hand, and its Money Market Absolute Rate
Loans, on the other hand, in which case all references herein to the Money
Market Lending Office of such Bank shall be deemed to refer to either or both of
such offices, as the context may require.

         "Money Market LIBOR Borrowing" has the meaning set forth in Section
1.3.

         "Money Market LIBOR Loan" means a loan to be made by a Bank pursuant to
a LIBOR Auction (including such a loan bearing interest at the Base Rate
pursuant to Section 8.1).

         "Money Market Loan" means a Money Market LIBOR Loan or a Money Market
Absolute Rate Loan.

         "Money Market Margin" has the meaning set forth in Section 2.3(d).

         "Money Market Quote" means an offer by a Bank to make a Money Market
Loan in accordance with Section 2.3.

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

         "Multiemployer Plan" means at any time an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
has within the preceding five plan years made contributions, including for these
purposes any Person which ceased to be a member of the ERISA Group during such
five year period.

         "Notes" means promissory notes of the Borrower, substantially in the
form of Exhibit A hereto, evidencing the obligation of the Borrower to repay the
Loans, and "Note" means any one of such promissory notes issued hereunder.

         "Notice of Borrowing" means a Notice of Committed Borrowing (as defined
in Section 2.2) or a Notice of Money Market Borrowing (as defined in Section
2.3(f)).

         "Parent" means, with respect to any Bank, any Person controlling such
Bank.

         "Participant" has the meaning set forth in Section 9.6(b) .

         "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.


<PAGE>
                                      -11-


         "Person" means an individual, a corporation, a partnership, a limited
liability company, a limited liability partnership, an association, a trust or
any other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

         "Plan" means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Internal Revenue Code and
either (i) is maintained, or contributed to, by any member of the ERISA Group
for employees of any member of the ERISA Group or (ii) has at any time within
the preceding five years been maintained, or contributed to, by any Person which
was at such time a member of the ERISA Group for employees of any Person which
was at such time a member of the ERISA Group.

         "Prime Rate" means the variable rate of interest so designated from
time to time by Fleet National Bank in Boston, Massachusetts from time to time
as its "prime rate", such rate being a reference rate and not necessarily
representing the lowest or best rate being charged to any customer.

         "Receivables Transaction" means any transaction involving the
nonrecourse sale of accounts receivable and related rights of the Borrower for
cash to a specific purpose entity (which may be a Subsidiary or Affiliate of the
Borrower) in connection with the securitization thereof.

         "Refunding Borrowing" means a Committed Borrowing which, after
application of the proceeds thereof, results in no net increase in the
outstanding principal amount of Committed Loans made by any Bank.

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

         "Reimbursement Obligation" means the Borrower's obligation to reimburse
the Agent and the Banks on account of any drawing under any Letter of Credit as
provided in Section 2.18.

         "Required Banks" means at any time Banks having more than 50% of the
aggregate amount of the Commitments or, if the Commitments shall have been
terminated, holding Notes evidencing more than 50% of the aggregate unpaid
principal amount of the Loans, PROVIDED, HOWEVER, that if any Bank shall be a
Delinquent Lender at such time then, for so long as such Bank is a Delinquent
Lender, "Required Banks" means Banks (excluding all Delinquent Lenders) having
more than 50% or the amount of the Commitments of such Banks or, if the
Commitments shall have been terminated, holding Notes evidencing more than 50%
of the aggregate unpaid principal amount of the Loans owing to such Banks (other
than a Delinquent Lender).

         "Revolving Credit Period" means the period from and including the
Effective Date to and including the Termination Date.

         "S&P" means Standard & Poor's Ratings Group.


<PAGE>
                                      -12-


         "Subsidiary" means any corporation or other entity of which securities
or other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are at the
time directly or indirectly owned by the Borrower.

         "Temporary Cash Investment" means any Investment in (i) securities of
the U.S. Treasury; (ii) securities of agencies of the U.S. Government; (iii)
commercial paper, with a rating in the United States of A-1 by S&P and a rating
in the United States of P-1 by Moody's or better; or in the case of a foreign
issuer, an equivalent rating by another recognized credit rating service; (iv)
bankers' acceptances, certificates of deposit, and time deposits issued by any
Bank or by a bank having capital in excess of $1,000,000,000; (v) repurchase
agreements with a "primary" dealer of the Federal Reserve or a bank described in
clause (iv) of this definition which is collateralized by obligations of the
U.S. Government or federal agencies with a value not to be below 102% of the
face value of the repurchase agreement; (vi) municipal obligations with a rating
of MIG-1 by S&P and a rating of SP-1 by Moody's or better, (vii) preferred stock
which is rated A by S&P or A2 by Moody's or better and whose dividend rate is
set no longer than every 49 days through a Dutch auction process and (viii)
money market funds substantially all of whose investments listed in the relevant
prospectus are of the types listed in the foregoing items (i) through (vii).

         "Termination Date" means the earlier of (x) the date on which the
Commitments are terminated pursuant to Section 2.9(i) hereof and (y) July 13,
2006, or, if July 13, 2006 is not a Euro-Dollar Business Day, the next preceding
Euro-Dollar Business Day.

         "Total Capitalization" means, at any date, Consolidated Debt PLUS the
consolidated stockholders' equity of the Borrower (calculated excluding
adjustments to translate foreign assets and liabilities for changes in foreign
exchange rates made in accordance with Financial Accounting Standards Board
Statement No. 52 and 133), all as would be presented according to generally
accepted accounting principles in a consolidated balance sheet of the Borrower
as of such date.

         "Total Commitment" means the sum of the Commitments of the Lenders, as
in effect from time to time.

         "Unfunded Liabilities" means, with respect to any Plan at any time, the
amount (if any) by which (i) the present value of all accrued benefits under
such Plan exceeds (ii) the fair market value of all Plan assets allocable to
such benefits (excluding any accrued but unpaid contributions), all determined
as of the then most recent valuation date for such Plan, but only to the extent
that such excess represents a potential liability of a member of the ERISA Group
to the PBGC or any other Person under Title IV of ERISA.

         "Uniform Customs" means, with respect to any Letter of Credit, the
Uniform Customs and Practice for Documentary Credits (1993 Revision),
International Chamber of Commerce Publication No. 500 or any successor version
thereto adopted by the Agent in the ordinary course of its business as a letter
of credit issuer and in effect at the time of issuance of such Letter of Credit.


<PAGE>
                                      -13-


         "Unpaid Reimbursement Obligation" means any Reimbursement Obligation
for which the Borrower does not reimburse the Agent and the Banks on the date
specified in, and in accordance with Section 2.18.

         "Utilization Fee" has the meaning set forth in Section 2.8(b).

         SECTION 1.2. ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with
generally accepted accounting principles as in effect from time to time, applied
on a basis consistent (except for changes concurred in by the Borrower's
independent public accountants) with the most recent audited consolidated
financial statements of the Borrower and its Consolidated Subsidiaries delivered
to the Banks.

         SECTION 1.3. TYPES OF BORROWINGS. The term "Borrowing" denotes the
aggregation of Loans of one or more Banks to be made to the Borrower pursuant to
Article II on a single date and for a single Interest Period. Borrowings are
classified for purposes of this Agreement either by reference to the pricing of
Loans comprising such Borrowing (i.e., a "Euro-Dollar Borrowing" is a Borrowing
comprised of Euro-Dollar Loans, a "Base Rate Borrowing" is a Borrowing comprised
of Base Rate Loans, a "Money Market LIBOR Borrowing" is a Borrowing comprised of
Money Market LIBOR Loans, and a "Money Market Absolute Rate Borrowing" is a
Borrowing comprised of Money Market Absolute Rate Loans) or by reference to the
provisions of Article II under which participation therein is determined (i.e.,
a "Committed Borrowing" is a Borrowing under Section 2.1 in which all Banks
participate in proportion to their Commitments, while a "Money Market Borrowing"
is a Borrowing under Section 2.3 in which the Bank participants are determined
on the basis of their bids in accordance therewith).

                                   ARTICLE II.

                                   THE CREDITS

         SECTION 2.1. COMMITMENTS TO LEND DURING REVOLVING CREDIT PERIOD. During
the Revolving Credit Period each Bank severally agrees, on the terms and
conditions set forth in this Agreement, to make loans to the Borrower pursuant
to this Section from time to time in amounts such that the aggregate principal
amount of Committed Loans by such Bank at any one time outstanding shall not
exceed the amount of its Commitment MINUS such Bank's Commitment Percentage of
the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations,
PROVIDED that the sum of the outstanding amount of the Committed Borrowings
(after giving effect to all amounts requested) PLUS the outstanding amount of
the Money Market Loans PLUS the Maximum Drawing Amount and all Unpaid
Reimbursement Obligations with respect to all Letters of Credit shall not at any
time exceed the Total Commitment. Each Borrowing under this Section shall be in
an aggregate principal amount of $10,000,000 or any larger integral multiple of
$1,000,000 (except that any such Borrowing may be in the aggregate amount
available in accordance with Section 3.2(b)) and shall be made from the several
Banks ratably in proportion to their respective Commitments. Within the
foregoing limits, the Borrower may borrow under this Section, repay, or to the
extent


<PAGE>
                                      -14-


permitted by Section 2.11, prepay Loans and reborrow at any time during the
Revolving Credit Period under this Section.

         SECTION 2.2. NOTICE OF COMMITTED BORROWINGS. The Borrower shall give
the Agent notice (a "Notice of Committed Borrowing") not later than 10:00 A.M.
(Boston time) on the date of each Base Rate Borrowing and not later than 11:00
A.M. (Boston time) on the third Euro-Dollar Business Day before each Euro-Dollar
Borrowing, specifying:

                  (a)      the date of such Borrowing, which shall be a Domestic
         Business Day in the case of a Base Rate Borrowing or a Euro-Dollar
         Business Day in the case of a Euro-Dollar Borrowing,

                  (b)      the aggregate amount of such Borrowing,

                  (c)      whether the Loans comprising such Borrowing are to be
         Base Rate Loans or Euro-Dollar Loans, and

                  (d)      in the case of Euro-Dollar Loans or Money Market
         Loans, the duration of the Interest Period applicable thereto, subject
         to the provisions of the definition of Interest Period.

         SECTION 2.3.  MONEY MARKET BORROWINGS.

         (a)      THE MONEY MARKET OPTION. In addition to Committed Borrowings
pursuant to Section 2.1, the Borrower may, as set forth in this Section, request
the Banks during the Revolving Credit Period to make offers to make Money Market
Loans to the Borrower. The Banks may, but shall have no obligation to, make such
offers and the Borrower may, but shall have no obligation to, accept any such
offers in the manner set forth in this Section. Each Money Market Loan may be
greater than the Commitment of the Bank giving the bid but the aggregate amount
of all Money Market Loans may not exceed the Total Commitment LESS all
outstanding Committed Borrowings, Money Market Loans and the aggregate Maximum
Drawing Amount and Unpaid Reimbursement Obligations of all outstanding Letters
of Credit. In addition, the aggregate outstanding principal amount of all Money
Market Loans shall not at any time exceed $100,000,000.

         (b)      MONEY MARKET QUOTE REQUEST. When the Borrower wishes to
request offers to make Money Market Loans under this Section, it shall transmit
to the Agent by telex or facsimile transmission a Money Market Quote Request
substantially in the form of EXHIBIT B hereto so as to be received no later than
10:00 A.M. (Boston time) on (x) the fifth Euro-Dollar Business Day prior to the
date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the
Domestic Business Day next preceding the date of Borrowing proposed therein, in
the case of an Absolute Rate Auction (or, in either case, such other time or
date as the Borrower and the Agent shall have mutually agreed and shall have
notified to the Banks not later than the date of the Money Market Quote Request
for the first LIBOR Auction or Absolute Rate Auction for which such change is to
be effective) specifying:


<PAGE>
                                      -15-


                  (i)      the proposed date of Borrowing, which shall be a
         Euro-Dollar Business Day in the case of a LIBOR Auction or a Domestic
         Business Day in the case of an Absolute Rate Auction,

                  (ii)     the aggregate amount of such Borrowing, which shall
         be $10,000,000 or a larger integral multiple of $1,000,000,

                  (iii)    the duration of the Interest Period applicable
         thereto, subject to the provisions of the definition of Interest
         Period, and

                  (iv)     whether the Money Market Quotes requested are to set
         forth a Money Market Margin or a Money Market Absolute Rate.

The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request. No Money Market Quote
Request shall be given within five Euro-Dollar Business Days (or such other
number of days as the Borrower and the Agent may agree) of any other Money
Market Quote Request.

         (c)      INVITATION FOR MONEY MARKET QUOTES. Promptly upon receipt of a
Money Market Quote Request, the Agent shall send to the Banks by telex or
facsimile transmission an Invitation for Money Market Quotes substantially in
the form of EXHIBIT C hereto, which shall constitute an invitation by the
Borrower to each Bank to submit Money Market Quotes offering to make the Money
Market Loans to which such Money Market Quote Request relates in accordance with
this Section.

         (d)      SUBMISSION AND CONTENTS OF MONEY MARKET QUOTES. (i) Each Bank
may submit a Money Market Quote containing an offer or offers to make Money
Market Loans in response to any Invitation for Money Market Quotes. Each Money
Market Quote must comply with the requirements of this subsection (d) and must
be submitted to the Agent by telex or facsimile transmission at its offices
specified in or pursuant to Section 9.1 not later than (x) 2:00 P.M. (Boston
time) on the fourth Euro-Dollar Business Day prior to the proposed date of
Borrowing, in the case of a LIBOR Auction or (y) 9:15 A.M. (Boston time) on the
proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in
either case, such other time or date as the Borrower and the Agent shall have
mutually agreed and shall have notified to the Banks not later than the date of
the Money Market Quote Request for the first LIBOR Auction or Absolute Rate
Auction for which such change is to be effective); PROVIDED that Money Market
Quotes submitted by the Agent (or any affiliate of the Agent) in the capacity of
a Bank may be submitted, and may only be submitted, if the Agent or such
affiliate notifies the Borrower of the terms of the offer or offers contained
therein not later than (x) one hour prior to the deadline for the other Banks,
in the case of a LIBOR Auction or (y) 15 minutes prior to the deadline for the
other Banks, in the case of an Absolute Rate Auction. Subject to Articles III
and VI, any Money Market Quote so made shall be irrevocable except with the
written consent of the Agent given on the instructions of the Borrower.

         (ii)     Each Money Market Quote shall be in substantially the form of
EXHIBIT D hereto and shall in any case specify:


<PAGE>
                                      -16-


                  (A)      the proposed date of Borrowing,

                  (B)      the principal amount of the Money Market Loan for
         which each such offer is being made, which principal amount (w) may be
         greater than or less than the Commitment of the quoting Bank, (x) must
         be $5,000,000 or a larger integral multiple of $1,000,000, (y) may not
         exceed the principal amount of Money Market Loans for which offers were
         requested and (z) may be subject to an aggregate limitation as to the
         principal amount of Money Market Loans for which offers being made by
         such quoting Bank may be accepted,

                  (C)      in the case of a LIBOR Auction, the margin above or
         below the applicable London Interbank Offered Rate (the "Money Market
         Margin") offered for each such Money Market Loan, expressed as a
         percentage (specified to the nearest 1/10,000th of 1%) to be added to
         or subtracted from such base rate,

                  (D)      in the case of an Absolute Rate Auction, the rate of
         interest per annum (specified to the nearest 1/10,000th of 1%) (the
         "Money Market Absolute Rate") offered for each such Money Market Loan,
         and

                  (E)      the identity of the quoting Bank.

A Money Market Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.

         (iii)    Any Money Market Quote shall be disregarded if it:

                  (A)      is not substantially in conformity with EXHIBIT D
         hereto or does not specify all of the information required by
         subsection (d)(ii);

                  (B)      contains qualifying, conditional or similar language;

                  (C)      proposes terms other than or in addition to those set
         forth in the applicable Invitation for Money Market Quotes; or

                  (D)      arrives after the time set forth in subsection
         (d)(i).

         (e)      NOTICE TO BORROWER. The Agent shall promptly notify the
Borrower of the terms (x) of any Money Market Quote submitted by a Bank that is
in accordance with subsection (d) and (y) of any Money Market Quote that amends,
modifies or is otherwise inconsistent with a previous Money Market Quote
submitted by such Bank with respect to the same Money Market Quote Request. Any
such subsequent Money Market Quote shall be disregarded by the Agent unless such
subsequent Money Market Quote is submitted solely to correct a manifest error in
such former Money Market Quote. The Agent's notice to the Borrower shall specify
(A) the aggregate principal amount of Money Market Loans for which offers have
been received for each Interest Period specified in the related Money Market
Quote Request, (B) the respective principal amounts and Money Market Margins or
Money Market Absolute Rates, as the case



<PAGE>
                                      -17-


may be, so offered and (C) if applicable, limitations on the aggregate principal
amount of Money Market Loans for which offers in any single Money Market Quote
may be accepted.

         (f)      ACCEPTANCE AND NOTICE BY BORROWER. Not later than (x) 10:00
A.M. (Boston time) on the third Euro-Dollar Business Day prior to the proposed
date of Borrowing, in the case of a LIBOR Auction or (y) 10:15 A.M. (Boston
time) or 30 minutes after the receipt of the Money Market Quote from the Agent
on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or,
in either case, such other time or date as the Borrower and the Agent shall have
mutually agreed and shall have notified to the Banks not later than the date of
the Money Market Quote Request for the first LIBOR Auction or Absolute Rate
Auction for which such change is to be effective), the Borrower shall notify the
Agent of its acceptance or non-acceptance of the offers so notified to it
pursuant to subsection (e). In the case of acceptance, such notice (a "Notice of
Money Market Borrowing") shall specify the aggregate principal amount of offers
for each Interest Period that are accepted. The Borrower may accept any Money
Market Quote in whole or in part; PROVIDED that:

                  (i)      the aggregate principal amount of each Money Market
         Borrowing may not exceed the applicable amount set forth in the related
         Money Market Quote Request,

                  (ii)     the principal amount of each Money Market Borrowing
         must be $10,000,000 or a larger multiple of $1,000,000,

                  (iii)    acceptance of offers may only be made on the basis of
         ascending Money Market Margins or Money Market Absolute Rates, as the
         case may be, and

                  (iv)     the Borrower may not accept any offer that is
         described in subsection (d)(iii) or that otherwise fails to comply with
         the requirements of this Agreement.

         (g)      ALLOCATION BY AGENT. If offers are made by two or more Banks
with the same Money Market Margins or Money Market Absolute Rates, as the case
may be, for a greater aggregate principal amount than the amount in respect of
which such offers are accepted for the related Interest Period, the principal
amount of Money Market Loans in respect of which such offers are accepted shall
be allocated by the Agent among such Banks as nearly as possible (in integral
multiples of $1,000,000, as the Agent may deem appropriate) in proportion to the
aggregate principal amounts of such offers. Determinations by the Agent of the
amounts of Money Market Loans shall be conclusive in the absence of manifest
error.

         SECTION 2.4.  NOTICE TO BANKS; FUNDING OF LOANS.

         (a)      Upon receipt of a Notice of Borrowing, the Agent shall
promptly notify each Bank of the contents thereof and of such Bank's share (if
any) of such Borrowing and such Notice of Borrowing shall not thereafter be
revocable by the Borrower.

         (b)      Not later than 12:00 Noon (Boston time) on the date of each
Borrowing, each Bank participating therein shall (except as provided in
subsection (c) of this Section) make available its share of such Borrowing, in
Federal or other funds immediately available in Boston, to the Agent at its
address specified in or pursuant to Section 9.1. Unless the Agent



<PAGE>
                                      -18-


determines that any applicable condition specified in Article III has not been
satisfied, the Agent will make the funds so received from the Banks available to
the Borrower at the Agent's aforesaid address.

         (c)      If any Bank makes a new Loan hereunder on a day on which the
Borrower is to repay all or any part of an outstanding Loan from such Bank, such
Bank shall apply the proceeds of its new Loan to make such repayment and only an
amount equal to the difference (if any) between the amount being borrowed and
the amount being repaid shall be made available by such Bank to the Agent as
provided in subsection (b), or remitted by the Borrower to the Agent as provided
in Section 2.12, as the case may be.

         (d)      Unless the Agent shall have received notice from a Bank prior
to the date of any Borrowing that such Bank will not make available to the Agent
such Bank's share of such Borrowing, the Agent may assume that such Bank has
made such share available to the Agent on the date of such Borrowing in
accordance with subsections (b) and (c) of this Section 2.4 and the Agent may,
in reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Bank shall not have so made
such share available to the Agent, such Bank and the Borrower severally agree to
repay to the Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date such amount is made available to
the Borrower until the date such amount is repaid to the Agent, at (i) in the
case of the Borrower, a rate per annum equal to the higher of the Federal Funds
Rate and the interest rate applicable thereto pursuant to Section 2.7 and (ii)
in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to
the Agent such corresponding amount, such amount so repaid shall constitute such
Bank's Loan included in such Borrowing for purposes of this Agreement.

         SECTION 2.5. NOTES. (a) The Loans of each Bank shall be evidenced by a
single Note payable to the order of such Bank for the account of its Applicable
Lending Office in an amount equal to the aggregate unpaid principal amount of
such Bank's Loans.

         (b)      Each Bank may, by notice to the Borrower and the Agent,
request that its Loans of a particular type be evidenced by a separate Note in
an amount equal to the aggregate unpaid principal amount of such Loans. Each
such Note shall be in substantially the form of Exhibit A hereto with
appropriate modifications to reflect the fact that it evidences solely Loans of
the relevant type. Each reference in this Agreement to the "Note" of such Bank
shall be deemed to refer to and include any or all of such Notes, as the context
may require.

         (c)      Upon receipt of each Bank's Note pursuant to Section 3.1(d),
the Agent shall forward such Note to such Bank. Each Bank shall record the date,
amount, type and maturity of each Loan made by it and the date and amount of
each payment of principal made by the Borrower with respect thereto, and may, if
such Bank so elects in connection with any transfer or enforcement of its Note,
endorse on the schedule forming a part thereof appropriate notations to evidence
the foregoing information with respect to each such Loan then outstanding;
PROVIDED that the failure of any Bank to make any such recordation or
endorsement shall not affect the obligations of the Borrower hereunder or under
the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to
endorse its Note and to attach to and make a part of its Note a continuation of
any such schedule as and when required.


<PAGE>
                                      -19-


         SECTION 2.6. MATURITY OF LOANS. Each Loan included in any Borrowing
shall mature, and the principal amount thereof shall be due and payable, on the
last day of the Interest Period applicable to such Borrowing.

         SECTION 2.7. INTEREST RATES. (a) Each Base Rate Loan shall bear
interest on the outstanding principal amount thereof, for each day from the date
such Loan is made until it becomes due, at a rate per annum equal to the Base
Rate for such day. Such interest shall be payable for each Interest Period on
the last day thereof. Any overdue principal of or interest on any Base Rate Loan
shall bear interest, payable on demand, for each day until paid at a rate per
annum equal to the sum of 2% plus the rate otherwise applicable to Base Rate
Loans for such day.

         (b)      Each Euro-Dollar Loan shall bear interest on the outstanding
principal amount thereof, for the Interest Period applicable thereto, at a rate
per annum equal to the sum of the Euro-Dollar Margin plus the applicable London
Interbank Offered Rate. Such interest shall be payable for each Interest Period
on the last day thereof and, if such Interest Period is longer than three
months, at intervals of three months after the first day thereof.

         "Euro-Dollar Margin" means, for any day, the percentage per annum equal
to the applicable Euro-Dollar Margin set forth in the table below.

If the Investment                                       The Euro-Dollar
 Level Status is                                           Margin is
-----------------                                       ---------------

Investment Level Status I                                 .40 of 1%
Investment Level Status II                               .475 of 1%
Investment Level Status III                               .70 of 1%
Investment Level Status IV                               .925 of 1%
Investment Level Status V                               1.075 of 1%

         The "London Interbank Offered Rate" applicable to any Interest Period
means the average (rounded upward, if necessary, to the next higher 1/16 of 1%)
of the respective rates per annum at which deposits in dollars are offered to
each of the Euro-Dollar Reference Banks in the London Interbank market at
approximately 11:00 A.M. (London time) two Euro-Dollar Business Days before the
first day of such Interest Period in an amount approximately equal to the
principal amount of the Euro-Dollar Loan of such Euro-Dollar Reference Bank to
which such Interest Period is to apply and for a period of time comparable to
such Interest Period.

         (c)      Any overdue principal of or interest on any Euro-Dollar Loan
shall bear interest, payable on demand, for each day from and including the date
payment thereof was due to but excluding the date of actual payment, at a rate
per annum equal to the sum of 2% plus the higher of (i) the sum of the
Euro-Dollar Margin plus the London Interbank Offered Rate applicable to such
Loan and (ii) the Euro-Dollar Margin plus the average (rounded upward, if
necessary, to the next higher 1/16 of 1%) of the respective rates per annum at
which one day (or, if such amount due remains unpaid more than three Euro-Dollar
Business Days, then for such other period of time not longer than three months
as the Agent may select) deposits in dollars in an amount approximately equal to
such overdue payment due to each of the


<PAGE>
                                      -20-


Euro-Dollar Reference Banks are offered to such Euro-Dollar Reference Bank in
the London interbank market for the applicable period determined as provided
above (or, if the circumstances described in clause (a) or (b) of Section 8.1
shall exist, at a rate per annum equal to the sum of 2% plus the rate applicable
to Base Rate Loans for such day (excluding the application of the last sentence
in Section 2.7 (a)).

         (d)      Subject to Section 8.1, each Money Market LIBOR Loan shall
bear interest on the outstanding principal amount thereof, for the Interest
Period applicable thereto, at a rate per annum equal to the sum of the London
Interbank Offered Rate for such Interest Period (determined in accordance with
Section 2.7(c) as if the related Money Market LIBOR Borrowing were a Committed
Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the
Bank making such Loan in accordance with Section 2.3. Each Money Market Absolute
Rate Loan shall bear interest on the outstanding principal amount thereof, for
the Interest Period applicable thereto, at a rate per annum equal to the Money
Market Absolute Rate quoted by the Bank making such Loan in accordance with
Section 2.3. Such interest shall be payable for each Interest Period on the last
day thereof and, if such Interest Period is longer than three months, at
intervals of three months after the first day thereof. Any overdue principal of
or interest on any Money Market Loan shall bear interest, payable on demand, for
each day until paid at a rate per annum equal to the sum of 2% plus the Base
Rate for such day.

         (e)      The Agent shall determine each interest rate applicable to the
Loans hereunder. The Agent shall give prompt notice to the Borrower and the
participating Banks by telex or cable of each rate of interest so determined,
and its determination thereof shall be conclusive in the absence of manifest
error; provided that the Borrower shall, for a period of 60 days after such
notice is given, have the right to demonstrate that the rate of interest so
determined was not calculated in accordance with the terms of this Agreement;
provided further that until the fact that the rate of interest was not
calculated in accordance with the terms of this Agreement is demonstrated to the
satisfaction of the Agent (which must act reasonably and in good faith), the
Borrower shall continue to pay interest in accordance with the notice given.

         (f)      Each Euro-Dollar Reference Bank agrees to use its best efforts
to furnish quotations to the Agent as contemplated by this Section. If any
Reference Bank does not furnish a timely quotation, the Agent shall determine
the relevant interest rate on the basis of the quotation or quotations furnished
by the remaining Euro-Dollar Reference Bank or Banks or, if none of such
quotations is available on a timely basis, the provisions of Section 8.1 shall
apply.

         (g)      If for any reason any Euro-Dollar Reference Bank ceases to be
a Bank, the Agent with the written consent of the Borrower, which consent shall
not be unreasonably withheld, shall appoint a successor Euro-Dollar Reference
Bank which shall be one of the Banks.

         SECTION 2.8.  FEES.

         (a)      FACILITY FEE. The Borrower shall pay to the Agent for the
account of the Banks ratably a facility fee at the Facility Fee Rate per annum.
Such facility fee shall accrue for each day (i) from and including the Effective
Date to but excluding the Termination Date, on the aggregate amount of the
Commitments (whether used or unused) for such day and (ii) from and including
the Termination Date to but excluding the date the Loans shall be repaid in
their


<PAGE>
                                      -21-


entirety, on the daily average aggregate outstanding principal amount of the
Loans on such day.

         (b)      UTILIZATION FEE. The Borrower shall pay to the Agent for the
account of the Banks ratably, during any calendar quarter during the period from
the Effective Date to but excluding the Termination Date when the aggregate
daily average amount of outstanding Loans exceeds 33 1/3% of the aggregate
Commitments of the Banks, a utilization fee on the daily average amount of
outstanding Loans during such quarter at a rate equal to .125% per annum.

         (c)      PAYMENTS. Accrued fees under this Section shall be payable
quarterly in arrears on each March 31, June 30, September 30 and December 31 and
upon the date of termination of the Commitments in their entirety (and, if
later, the date the Loans shall be repaid in their entirety).

         SECTION 2.9. OPTIONAL TERMINATION OR REDUCTION OF COMMITMENTS. During
the Revolving Credit Period, the Borrower may, upon at least one Domestic
Business Day's notice to the Agent, (i) terminate the Commitments at any time,
if no Loans are outstanding at such time or (ii) ratably reduce from time to
time by an aggregate amount of $25,000,000 or a larger integral multiple of
$5,000,000 in excess thereof, the aggregate amount of the Commitments in excess
of the aggregate outstanding principal amount of the Loans. If the Commitments
are reduced or terminated pursuant to this Section, such Commitments may not be
increased or reinstated thereafter.

         SECTION 2.10. MANDATORY TERMINATION OF COMMITMENTS. The Commitments
shall terminate on the Termination Date, and any Loans then outstanding
(together with accrued interest thereon and any Facility Fees or other amounts
owing hereunder) shall be due and payable on such date, and the Borrower
promises to pay on the Termination Date, all such Loans outstanding on such
date, together with any and all accrued and unpaid interest thereon and any and
all other amounts due hereunder.

         SECTION 2.11. OPTIONAL PREPAYMENTS. (a) The Borrower may, upon same day
notice (no later than 10:00 A.M. Boston time) to the Agent, prepay any Base Rate
Borrowing (or any Money Market LIBOR Borrowing bearing interest at the Base Rate
pursuant to Section 8.1(a)) in whole at any time, or from time to time in part
in amounts aggregating $10,000,000 or any larger integral multiple of
$1,000,000, by paying the principal amount to be prepaid together with accrued
interest thereon to the date of prepayment. Each such optional prepayment shall
be applied to prepay ratably the Loans of the several Banks included in such
Borrowing.

         (b)      The Borrower may, upon at least three Domestic Business Days'
notice to the Agent, in the case of a Money Market Absolute Rate Borrowing, or
upon at least three Euro-Dollar Business Days' notice to the Agent, in the case
of a Euro-Dollar Borrowing or a Money Market LIBOR Borrowing (other than a Money
Market LIBOR Borrowing bearing interest at the Base Rate pursuant to Section
8.1(a)), subject to the provisions of Section 2.13, prepay any such Borrowing in
whole or in part in amounts aggregating $10,000,000 or any larger integral
multiple of $1,000,000, on any Domestic Business Day, in the case of a Money
Market Absolute Rate Borrowing, or any Euro-Dollar Business Day, in the case of
a Euro-Dollar Borrowing or a Money Market LIBOR Borrowing, by paying the
principal amount to be prepaid


<PAGE>
                                      -22-


together with accrued interest thereon to the date of prepayment. Each such
prepayment shall be applied to prepay ratably the outstanding Euro-Dollar Loans
or Money Market Loans of the several Banks included in such Borrowing, subject
to Article VIII.

         (c)      Upon receipt of a notice of prepayment pursuant to this
Section, the Agent shall promptly notify each Bank of the contents thereof and
of such Bank's ratable share (if any) of such prepayment and such notice shall
not thereafter be revocable by the Borrower.

         SECTION 2.12. GENERAL PROVISIONS AS TO PAYMENTS. (a) The Borrower shall
make each payment of principal of, and interest on, the Loans, payments of
Reimbursement Obligations and of fees and other amounts due hereunder, not later
than 12:00 Noon (Boston time) on the date when due, in U.S. Dollars and in
immediately available funds in Boston, to the Agent at the Agent's Office. The
Agent will promptly distribute to each Bank its ratable share of each such
payment received by the Agent for the account of the Banks. Whenever any payment
of principal of, or interest on, the Domestic Loans, payments of Reimbursement
Obligations or of fees shall be due on a day which is not a Domestic Business
Day, the date for payment thereof shall be extended to the next succeeding
Domestic Business Day. Whenever any payment of principal of, or interest on, the
Euro-Dollar Loans or the Money Market LIBOR Loans shall be due on a day which is
not a Euro-Dollar Business Day, the date for payment thereof shall be extended
to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business
Day falls in another calendar month, in which case the date for payment thereof
shall be the next preceding Euro-Dollar Business Day. Whenever any payment of
principal of, or interest on, the Money Market Absolute Rate Loans shall be due
on a day which is not a Euro-Dollar Business Day, the date for payment thereof
shall be extended to the next succeeding Euro-Dollar Business Day. If the date
for any payment of principal is extended by operation of law or otherwise,
interest thereon shall be payable for such extended time.

         (b)      Unless the Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Banks hereunder that the
Borrower will not make such payment in full, the Agent may assume that the
Borrower has made such payment in full to the Agent on such date and the Agent
may, in reliance upon such assumption, cause to be distributed to each Bank on
such due date an amount equal to the amount then due such Bank. If and to the
extent that the Borrower shall not have so made such payment, each Bank shall
repay to the Agent forthwith on demand such amount distributed to such Bank
together with interest thereon, for each day from the date such amount is
distributed to such Bank until the date such Bank repays such amount to the
Agent, at the Federal Funds Rate.

         SECTION 2.13. FUNDING LOSSES. If the Borrower makes any payment of
principal with respect to any Euro-Dollar Loans or Money Market Loans (pursuant
to Section 2.11(b), Article VI or VIII or otherwise) on any day other than the
last day of the Interest Period applicable thereto, or the end of an applicable
period fixed pursuant to Section 2.7(d), or if the Borrower fails to borrow any
Euro-Dollar Loans or Money Market Loans after notice has been given to any Bank
in accordance with Section 2.4(a), the Borrower shall reimburse each Bank within
15 days after demand for any resulting loss or expense incurred by it (or by an
existing or prospective Participant in the related Loan), including (without
limitation) any loss incurred in obtaining, liquidating or employing deposits
from third parties, but excluding loss of margin for the period after any such
payment or failure to borrow, PROVIDED that such Bank shall have


<PAGE>
                                      -23-


delivered to the Borrower a certificate as to the amount of such loss or
expense, which certificate shall be conclusive in the absence of manifest error,
PROVIDED that the Borrower shall have the right, within 60 days of receipt of
such certificate, to demonstrate that the amount set forth in such certificate
is incorrect and request an adjustment of the amount to be, or theretofore,
paid.

         SECTION 2.14. COMPUTATION OF INTEREST AND FEES. Interest based on the
Prime Rate hereunder shall be computed on the basis of a year of 365 days (or
366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and
fees shall be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed (including the first day but excluding the last
day).

         SECTION 2.15. TAXES. (a) Any and all payments by the Borrower to or for
the account of any Bank or the Agent hereunder or under any Note, Letter of
Credit or Letter of Credit Application shall be made free and clear of and
without deduction for any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, EXCLUDING, (1) in the case of each Bank and the Agent, taxes imposed on
its income, and franchise or similar taxes imposed on it, by the jurisdiction
under the laws of which such Bank or the Agent (as the case may be) is
organized, (2) in the case of each Bank, taxes imposed on its income, and
franchise or similar taxes imposed on it, by the jurisdiction of such Bank's
Applicable Lending Office and (3) in the case of each Bank, taxes imposed on its
net income and franchise taxes which such Bank or Agent is subject to at the
time the Bank first becomes a party to this Agreement, at whatever rates may be
in effect for such taxes from time to time (all such non-excluded taxes, duties,
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 or under any
Note, Letter of Credit or Letter of Credit Application to any Bank or the Agent,
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 2.15) such Bank or the Agent (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the
full amount deducted to the relevant taxation authority or other authority in
accordance with applicable law and (iv) the Borrower shall furnish to the Agent,
at its address referred to in Section 9.1, the original or a certified copy of a
receipt evidencing payment thereof.

         (b)      In addition, the Borrower agrees to pay any present or future
stamp or documentary taxes and any other excise or property taxes, or charges or
similar levies which arise solely from any payment made hereunder or under any
Note, Letter of Credit or Letter of Credit Application or from the execution or
delivery of, or otherwise with respect to, this Agreement or any Note, Letter of
Credit or Letter of Credit Application (hereinafter referred to as "Other
Taxes").

         (c)      The Borrower agrees to indemnify each Bank and the Agent for
the full amount of Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this
Section 2.15) paid by such Bank or the Agent (as the case may be) and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto. This indemnification shall be made within 15 days from the date
such Bank or the Agent (as the case may be) makes demand therefor; PROVIDED,
HOWEVER, that (1)


<PAGE>
                                      -24-


after the Borrower has made a payment pursuant to this provision, the Borrower
shall not be obligated to pay any further penalties, interest or expenses
accrued thereafter imposed by a jurisdiction with respect to such Taxes or Other
Taxes to which the payment is related and (2) if the Bank knows or has reason to
know of the imposition of any Taxes or Other Taxes for which the Borrower is
required to indemnify such Bank under this Section 2.15 and fails to promptly
notify the Borrower of such imposition, the Borrower shall not be obligated to
pay any penalties, interest or expenses accrued with respect to such Taxes or
Other Taxes after the Bank has such knowledge and before the Borrower has
received such notification.

         (d)      Each Bank organized under the laws of a jurisdiction outside
the United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Bank listed on the signature pages hereof and on
or prior to the date on which it becomes a Bank in the case of each other Bank,
and from time to time thereafter if requested in writing by the Borrower (but
only so long as such Bank remains lawfully able to do so), shall provide the
Borrower with Internal Revenue Service Form W-8BEN or W-8EC1, as appropriate, or
any successor form prescribed by the Internal Revenue Service, certifying that
such Bank is entitled to benefits under an income tax treaty to which the United
States is a party which reduces the rate of withholding tax on payments of
interest or certifying that the income receivable pursuant to this Agreement is
effectively connected with the conduct of a trade or business in the United
States. If the form provided by a Bank at the time such Bank first becomes a
party to this Agreement indicates a United States interest withholding tax rate
in excess of zero, withholding tax at such rate shall be considered excluded
from "Taxes" as defined in Section 2.15(a).

         (e)      For any period with respect to which a Bank has failed to
provide the Borrower with the appropriate form pursuant to Section 2.15(d)
(unless such failure is due to a change in treaty, law or regulation occurring
subsequent to the date on which a form originally was required to be provided),
such Bank shall not be entitled to indemnification under Section 2.15(a) with
respect to Taxes imposed by the United States; PROVIDED, HOWEVER, that should a
Bank, which is otherwise exempt from or subject to a reduced rate of withholding
tax, become subject to Taxes because of its failure to deliver a form required
hereunder, the Borrower shall take such steps as such Bank shall reasonably
request to assist such Bank to recover such Taxes.

         (f)      If the Borrower is required to pay additional amounts to or
for the account of any Bank pursuant to this Section 2.15, then such Bank will
change the jurisdiction of its Applicable Lending Office so as to eliminate or
reduce any such additional payment which may thereafter accrue if such change,
in the judgment of such Bank, is not otherwise disadvantageous to such Bank.

         (g)      Upon a reasonable request of the Borrower, a Bank shall, at
the expense of the Borrower, seek the refund for any Taxes or Other Taxes for
which the Borrower has indemnified the Bank under this Section 2.15, PROVIDED
that such Bank, in its sole discretion, determines that the application of such
refund will not be detrimental to such Bank.

         SECTION 2.16. REGULATION D COMPENSATION. Each Bank may require the
Borrower to pay, contemporaneously with each payment of interest on the related
Euro-Dollar Loans, additional interest on the related Euro-Dollar Loans of such
Bank at a rate per annum determined by such Bank up to but not exceeding the
excess of (i) (A) the applicable London


<PAGE>
                                      -25-


Interbank Offered Rate divided by (B) one MINUS the Euro-Dollar Reserve
Percentage over (ii) the applicable London Interbank Offered Rate. Any Bank
wishing to require payment of such additional interest (x) shall so notify the
Borrower and the Agent in writing no later than two Euro-Dollar Business Days
before the making of any Euro-Dollar Loans hereunder, in which case such
additional interest on the Euro-Dollar Loans of such Bank shall be payable to
such Bank at the place indicated in such notice with respect to each Interest
Period commencing at least three Euro-Dollar Business Days after the giving of
such notice and (y) shall notify the Borrower at least five Euro-Dollar Business
Days prior to each date on which interest is payable on the Euro-Dollar Loans of
the amount then due it under this Section.

         SECTION 2.17.  LETTERS OF CREDIT.

                  SECTION 2.17.1. COMMITMENT TO ISSUE LETTERS OF CREDIT. Subject
         to the terms and conditions hereof and the execution and delivery by
         the Borrower of a letter of credit application on the Agent's customary
         form (a "Letter of Credit Application"), the Agent on behalf of the
         Banks and in reliance upon the agreement of the Banks set forth in
         Section 2.17.4 and upon the representations and warranties of the
         Borrower contained herein, agrees, in its individual capacity, to
         issue, extend and renew for the account of the Borrower one or more
         standby or documentary letters of credit (individually, a "Letter of
         Credit"), in such form as may be requested from time to time by the
         Borrower and agreed to by the Agent; PROVIDED, HOWEVER, that, after
         giving effect to such request, (a) the sum of the aggregate Maximum
         Drawing Amount and all Unpaid Reimbursement Obligations shall not
         exceed $25,000,000 at any one time and (b) the sum of (i) the Maximum
         Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement
         Obligations, and (iii) the amount of all Loans outstanding shall not
         exceed the Total Commitment. Notwithstanding the foregoing, the Agent
         shall have no obligation to issue any Letter of Credit to support or
         secure any Indebtedness of the Borrower or any of its Subsidiaries to
         the extent that such Indebtedness was incurred prior to the proposed
         issuance date of such Letter of Credit, unless in any such case the
         Borrower demonstrates to the satisfaction of the Agent that (x) such
         prior incurred Indebtedness was then fully secured by a prior perfected
         and unavoidable security interest in collateral provided by the
         Borrower or such Subsidiary to the proposed beneficiary of such Letter
         of Credit or (y) such prior incurred Indebtedness was then secured or
         supported by a letter of credit issued for the account of the Borrower
         or such Subsidiary and the reimbursement obligation with respect to
         such letter of credit was fully secured by a prior perfected and
         unavoidable security interest in collateral provided to the issuer of
         such letter of credit by the Borrower or such Subsidiary.

                  SECTION 2.17.2. LETTER OF CREDIT APPLICATIONS. Each Letter of
         Credit Application shall be completed to the satisfaction of the Agent.
         In the event that any provision of any Letter of Credit Application
         shall be inconsistent with any provision of this Credit Agreement, then
         the provisions of this Credit Agreement shall, to the extent of any
         such inconsistency, govern.

                  SECTION 2.17.3. TERMS OF LETTERS OF CREDIT. Each Letter of
         Credit issued, extended or renewed hereunder shall, among other things,
         (a) provide for the payment of sight drafts for honor thereunder when
         presented in accordance with the terms



<PAGE>
                                      -26-


         thereof and when accompanied by the documents described therein, and
         (b) have an expiry date no later than the date which is fourteen (14)
         days (or, if the Letter of Credit is confirmed by a confirmer or
         otherwise provides for one or more nominated persons, forty-five (45)
         days) prior to the Termination Date. Each Letter of Credit so issued,
         extended or renewed shall be subject to the Uniform Customs or, in the
         case of a standby Letter of Credit, either the Uniform Customs or the
         International Standby Practices (ISP98), International Chamber of
         Commerce Publication No. 590, or any successor code of standby letter
         of credit practices among banks, adopted by the Agent in the ordinary
         course of its business as a standby letter of credit issuer and in
         effect at the time of issuance of such Letter of Credit.

                  SECTION 2.17.4. REIMBURSEMENT OBLIGATIONS OF BANKS. Each Bank
         severally agrees that it shall be absolutely liable, without regard to
         the occurrence of any Default or Event of Default or any other
         condition precedent whatsoever, to the extent of such Bank's Commitment
         Percentage, to reimburse the Agent on demand for the amount of each
         draft paid by the Agent under each Letter of Credit to the extent that
         such amount is not reimbursed by the Borrower pursuant to Section 2.18
         (such agreement for a Bank being called herein the "Letter of Credit
         Participation" of such Bank).

                  SECTION 2.17.5. PARTICIPATIONS OF BANKS. Each such payment
         made by a Bank shall be treated as the purchase by such Bank of a
         participating interest in the Borrower's Reimbursement Obligation under
         Section 2.18 in an amount equal to such payment. Each Bank shall share
         in accordance with its participating interest in any interest which
         accrues pursuant to Section 2.18.

         SECTION 2.18. REIMBURSEMENT OBLIGATION OF THE BORROWER. In order to
induce the Agent to issue, extend and renew each Letter of Credit and the Banks
to participate therein, the Borrower hereby agrees to reimburse or pay to the
Agent, for the account of the Agent or (as the case may be) the Banks, with
respect to each Letter of Credit issued, extended or renewed by the Agent
hereunder,

         (a)      except as otherwise expressly provided in Section 2.18(b) and
(c), on each date that any draft presented under such Letter of Credit is
honored by the Agent, or the Agent otherwise makes a payment with respect
thereto, (i) the amount paid by the Agent under or with respect to such Letter
of Credit, and (ii) the amount of any taxes, fees, charges or other reasonable
costs and expenses whatsoever incurred by the Agent or any Bank in connection
with any payment made by the Agent or any Bank under, or with respect to, such
Letter of Credit,

         (b)      upon the reduction (but not termination) of the Total
Commitment to an amount less than the Maximum Drawing Amount, an amount equal to
such difference, which amount shall be held by the Agent for the benefit of the
Banks and the Agent as cash collateral for all Reimbursement Obligations, and

         (c)      upon the termination of the Total Commitment, or the
acceleration of the Reimbursement Obligations with respect to all Letters of
Credit in accordance with Article VI, an amount equal to the then Maximum
Drawing Amount on all Letters of Credit, which


<PAGE>
                                      -27-


amount shall be held by the Agent for the benefit of the Banks and the Agent as
cash collateral for all Reimbursement Obligations.

         Each such payment shall be made to the Agent at the Agent's Office in
immediately available funds. Interest on any and all amounts remaining unpaid by
the Borrower under this Section 2.18 at any time from the date such amounts
become due and payable (whether as stated in this Section 2.18, by acceleration
or otherwise) until payment in full (whether before or after judgment) shall be
payable to the Agent on demand at the rate specified in Section 2.7 for overdue
principal on the Loans.

         SECTION 2.19. LETTER OF CREDIT PAYMENTS. If any draft shall be
presented or other demand for payment shall be made under any Letter of Credit,
the Agent shall notify the Borrower of the date and amount of the draft
presented or demand for payment and of the date and time when it expects to pay
such draft or honor such demand for payment. If the Borrower fails to reimburse
the Agent as provided in Section 2.18 on or before the date that such draft is
paid or other payment is made by the Agent, the Agent may at any time thereafter
notify the Banks of the amount of any such Unpaid Reimbursement Obligation. No
later than 3:00 p.m. (Boston time) on the Domestic Business Day next following
the receipt of such notice, each Bank shall make available to the Agent, at the
Agent's Office, in immediately available funds, such Bank's Commitment
Percentage of such Unpaid Reimbursement Obligation, together with an amount
equal to the product of (a) the average, computed for the period referred to in
clause (c) below, of the weighted average interest rate paid by the Agent for
federal funds acquired by the Agent during each day included in such period,
TIMES (b) the amount equal to such Bank's Commitment Percentage of such Unpaid
Reimbursement Obligation, TIMES (c) a fraction, the numerator of which is the
number of days that elapse from and including the date the Agent paid the draft
presented for honor or otherwise made payment to the date on which such Bank's
Commitment Percentage of such Unpaid Reimbursement obligation shall become
immediately available to the Agent, and the denominator of which is 360. The
responsibility of the Agent to the Borrower and the Banks shall be only to
determine that the documents (including each draft) delivered under each Letter
of Credit in connection with such presentment shall be in conformity in all
material respects with such Letter of Credit.

         SECTION 2.20. OBLIGATIONS ABSOLUTE. The Borrower's obligations under
this Section 2.17-2.22 shall be absolute and unconditional under any and all
circumstances and irrespective of the occurrence of any Default or Event of
Default or any condition precedent whatsoever or any setoff, counterclaim or
defense to payment which the Borrower may have or have had against the Agent,
any Bank or any beneficiary of a Letter of Credit. The Borrower further agrees
with the Agent and the Banks that the Agent and the Banks shall not be
responsible for, and the Borrower's Reimbursement Obligations under Section 2.18
shall not be affected by, among other things, the validity or genuineness of
documents or of any endorsements thereon, even if such documents should in fact
prove to be in any or all respects invalid, fraudulent or forged, or any dispute
between or among the Borrower, the beneficiary of any Letter of Credit or any
financing institution or other party to which any Letter of Credit may be
transferred or any claims or defenses whatsoever of the Borrower against the
beneficiary of any Letter of Credit or any such transferee. The Agent and the
Banks shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any


<PAGE>
                                      -28-


message or advice, however transmitted, in connection with any Letter of Credit.
The Borrower agrees that any action taken or omitted by the Agent or any Bank
under or in connection with each Letter of Credit and the related drafts and
documents, if done in good faith, shall be binding upon the Borrower and shall
not result in any liability on the part of the Agent or any Bank to the
Borrower.

         SECTION 2.21. RELIANCE BY ISSUER. To the extent not inconsistent with
Section 2.20, the Agent shall be entitled to rely, and shall be fully protected
in relying upon, any Letter of Credit, draft, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel, independent
accountants and other experts selected by the Agent. The Agent shall be fully
justified in failing or refusing to take any action under this Credit Agreement
unless it shall first have received such advice or concurrence of the Required
Banks as it reasonably deems appropriate or it shall first be indemnified to its
reasonable satisfaction by the Banks against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action. The Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Credit Agreement in accordance with a request
of the Required Banks, and such request and any action taken or failure to act
pursuant thereto shall be binding upon the Banks and all future holders of the
Notes or of a Letter of Credit Participation.

         SECTION 2.22. LETTER OF CREDIT FEE. The Borrower shall pay a fee (in
each case, a "Letter of Credit Fee") to the Agent in respect of each Letter of
Credit, calculated at an amount equal to the Euro-Dollar Margin then in effect
for Euro-Dollar Borrowings times the aggregate face amount of such Letter of
Credit, PLUS, a fee equal to one-eighth of one percent (1/8%) per annum of the
face amount of such Letter of Credit (the "Fronting Fee"), which Fronting Fee
shall be for the account of the Agent, as a fronting fee, and the balance of
which Letter of Credit Fee shall be for the accounts of the Banks in accordance
with their respective Commitment Percentages. The Letter of Credit Fee and the
Fronting Fee shall be payable quarterly in arrears on the last Business Day of
each calendar quarter for the calendar quarter then ending. In respect of each
Letter of Credit, the Borrower shall also pay to the Agent for the Agent's own
account, at such other time or times as such charges are customarily made by the
Agent, the Agent's customary issuance, amendment, negotiation or document
examination and other administrative fees as in effect from time to time.

                                  ARTICLE III.

                                   CONDITIONS

         SECTION 3.1. EFFECTIVENESS. This Agreement shall become effective on
the date that each of the following conditions shall have been satisfied (or
waived in accordance with Section 9.5):

         (a)      receipt by the Agent of counterparts hereof signed by each of
the parties hereto (or, in the case of any party as to which an executed
counterpart shall not have been received,


<PAGE>
                                      -29-


receipt by the Agent in form satisfactory to it of telegraphic, telex, facsimile
transmission or other written confirmation from such party of execution of a
counterpart hereof by such party);

         (b)      receipt by the Agent of certified copies of the corporate
charter and by-laws of the Borrower and of all corporate action taken by the
Borrower authorizing the execution, delivery and performance of this Agreement
(including, without limitation, a certificate of the Borrower setting forth the
resolutions of the Board of Directors or the Executive Committee of the Board of
Directors authorizing the transactions contemplated thereby and a certified copy
of the by-laws provision of the Borrower authorizing the Executive Committee so
to act);

         (c)      receipt by the Agent of a certificate from the Borrower in
respect of the name and signature of each of the officers (i) who is authorized
to sign on its behalf 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;

         (d)      receipt by the Agent for the account of each Bank of a duly
executed Note dated on or before the Effective Date complying with the
provisions of Section 2.5;

         (e)      receipt by the Agent of an opinion of Ho-il Kim, General
Counsel of the Borrower, substantially in the form of EXHIBIT E hereto and
covering such additional matters relating to the transactions contemplated
hereby as the Required Banks may reasonably request;

         (f)      receipt by the Agent of an opinion of Bingham Dana LLP,
Agent's Special Counsel, substantially in the form of Exhibit F hereto and
covering such additional matters relating to the transactions contemplated
hereby as the Required Banks may reasonably request;

         (g)      termination of the commitments and payment by the Borrower of
all amounts due under the Existing Credit Agreement; and

         (h)      receipt by the Agent of all documents it may reasonably
request relating to the existence of the Borrower, the corporate authority for
and the validity of this Agreement and the Notes, and any other matters relevant
hereto, all in form and substance satisfactory to the Agent;

         PROVIDED that this Agreement shall not become effective or be binding
on any party hereto unless all of the foregoing conditions are satisfied not
later than July 13, 2001. The Agent shall promptly notify the Borrower and the
Banks of the Effective Date, and such notice shall be conclusive and binding on
all parties hereto. The Banks that are parties to the Existing Credit Agreement,
comprising the "Required Banks" as defined therein, and the Borrower agree that
the commitments under the Existing Credit Agreement shall terminate in their
entirety simultaneously with and subject to the effectiveness of this Agreement
and that the Borrower shall be obligated to pay the accrued facility fees
thereunder to but excluding the date of such effectiveness.


<PAGE>
                                      -30-


         SECTION 3.2. BORROWINGS. The obligation of any Bank to make a Loan on
the occasion of any Borrowing, or of the Agent to issue, extend or renew any
Letter of Credit, is subject to the satisfaction of the following conditions:

         (a)      in the case of any Borrowing, receipt by the Agent of a Notice
of Borrowing as required by Section 2.2 or 2.3, as the case may be;

         (b)      the fact that, immediately after such Borrowing, or the
issuance, extension or renewal of such Letter of Credit, the aggregate
outstanding principal amount of the Loans will not exceed the Total Commitment;

         (c)      the fact that, immediately before and after such Borrowing, or
such issuance, extension or renewal of such Letter of Credit, no Default (or, in
the case of a Refunding Borrowing, no Event of Default by reason of failure to
comply with Section 5.7 or 5.8) shall have occurred and be continuing; and

         (d)      the fact that the representations and warranties of the
Borrower contained in this Agreement (except, in the case of a Refunding
Borrowing, the Borrower need not make the representations and warranties set
forth in Sections 4.4(b), 4.5, 4.6 and 4.7) shall be true on and as of the date
of such Borrowing or such issuance, extension or renewal of such Letter of
Credit.

         Each Borrowing or request for the issuance, extension or renewal of any
Letter of Credit hereunder shall be deemed to be a representation and warranty
by the Borrower on the date of such Borrowing as to the facts specified in
clauses (b), (c) and (d) of this Section.

                                   ARTICLE IV.

                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Agent and each of the Banks
that:

         SECTION 4.1. CORPORATE EXISTENCE AND POWER. The Borrower is a
corporation duly incorporated, validly existing and in good standing under the
laws of Delaware, and has all corporate powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted.

         SECTION 4.2. CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO
CONTRAVENTION. The execution, delivery and performance by the Borrower of this
Agreement and the other Loan Documents are within the Borrower's corporate
powers, have been duly authorized by all necessary corporate action, require no
action by or in respect of, or filing with, any governmental body, agency or
official (other than regular informational filings with the Securities and
Exchange Commission) and do not contravene, or constitute a default under, any
provision of applicable law or regulation or of the certificate of incorporation
or by-laws of the Borrower or of any judgment, injunction, order, decree or
material agreement or instrument binding upon the Borrower or any of its
Consolidated Subsidiaries or result in the creation or imposition of any Lien on
any asset of the Borrower or any of its Consolidated Subsidiaries. In addition,
neither the Borrowers nor any of its Subsidiaries is in violation of any
agreement or


<PAGE>
                                      -31-


instrument to which it may be subject or by which it or any of its properties
may be bound or any decree, order, judgment, statute, law, license, rule or
regulation, in any of the foregoing cases in a manner that could result in the
imposition of substantial penalties or have a material adverse effect on the
business, assets or financial condition of the Borrower.

         SECTION 4.3. BINDING EFFECT. This Agreement constitutes a valid and
binding agreement of the Borrower and the Notes and other Loan Documents, when
executed and delivered in accordance with this Agreement, will constitute valid
and binding obligations of the Borrower.

         SECTION 4.4.  FINANCIAL INFORMATION.

         (a)      The consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of September 30, 2000, and the related consolidated
statements of income, cash flows and stockholders' equity for the fiscal year
then ended, reported on by PricewaterhouseCoopers LLP and set forth in the
Borrower's 2000 Form 10-K, a copy of which has been delivered to each of the
Banks, fairly present, in conformity with generally accepted accounting
principles, the consolidated financial position of the Borrower and its
Consolidated Subsidiaries as of such date and their consolidated results of
operations and cash flows for such fiscal year.

         (b)      Since September 30, 2000, there has been no material adverse
change in the business, financial position, results of operations or prospects
of the Borrower and its Consolidated Subsidiaries, considered as a whole.

         SECTION 4.5. LITIGATION. Except as described in the Borrower's 2000
Form 10-K, there is no action, suit or proceeding pending against, or to the
knowledge of the Borrower threatened against or affecting, the Borrower or any
of its Consolidated Subsidiaries before any court or arbitrator or any
governmental body, agency or official which poses a material risk of being
adversely determined and, if so determined, might reasonably be expected to
materially adversely affect the business; consolidated financial position or
consolidated results of operations of the Borrower and its Consolidated
Subsidiaries considered as a whole or which in any manner draws into question
the validity of this Agreement or the other Loan Documents.

         SECTION 4.6. COMPLIANCE WITH ERISA. Each member of the ERISA Group has
fulfilled its obligations under the minimum funding standards of ERISA and the
Internal Revenue Code with respect to each Plan and is in compliance in all
respects material to the Borrower and its Consolidated Subsidiaries considered
as a whole with the presently applicable provisions of ERISA and the Internal
Revenue Code with respect to each Plan. No member of the ERISA Group has within
the past five years (i) sought a waiver of the minimum funding standard under
Section 412 of the Internal Revenue Code in respect of any Plan, (ii) failed to
make any contribution or payment to any Plan or Multiemployer Plan, or made any
amendment to any Plan which has resulted or could reasonably be expected to
result in the imposition of a Lien under Section 302 (f) of ERISA, Section
412(n) of the Internal Revenue Code or any successor provision thereto or the
posting of a bond or other security under Section 307 of ERISA, Section
401(a)(29) of the Internal Revenue Code or any successor provision thereto in
excess of $20,000,000 or (iii) incurred any liability in excess of $10,000,000
under Title IV of ERISA other than a liability to the PBGC for premiums under
Section 4007 of ERISA.

<PAGE>
                                      -32-


         SECTION 4.7. ENVIRONMENTAL MATTERS. In the ordinary course of its
business, the Borrower conducts an ongoing review of the effect of Environmental
Laws on the business, operations and properties of the Borrower and its
Consolidated Subsidiaries, in the course of which, taking into account the
requirements of such Environmental Laws, it makes a reasonable effort to
identify and evaluate known and potential associated liabilities and costs
(including, without limitation, any capital or operating expenditures required
for clean-up or closure of properties presently or previously owned, any capital
or operating expenditures required to achieve or maintain compliance with
Environmental Laws or as a condition of any license, permit or contract held or
entered into by the Borrower or any Consolidated Subsidiary, any related
constraints on operating activities, including any periodic or permanent
shutdown of any facility or reduction in the level of or change in the nature of
operations conducted thereat and any actual or potential material liabilities to
third parties, including employees of the Borrower and its Consolidated
Subsidiaries and any related costs and expenses). On the basis of this review,
the Borrower has reasonably concluded that such liabilities and costs, including
the cost of compliance with and liabilities arising under Environmental Laws,
are unlikely to have a material adverse effect on the business, financial
condition, results of operations or prospects of the Borrower and its
Consolidated Subsidiaries, considered as a whole.

         SECTION 4.8. TAXES. United States Federal income tax returns of the
Borrower and its Consolidated Subsidiaries have been examined and closed through
the fiscal year ended September 30, 1996. The Borrower and its Consolidated
Subsidiaries have filed all United States Federal income tax returns and all
other material tax returns which are required to be filed by them and have paid
all taxes due pursuant to such returns or pursuant to any assessment received by
the Borrower or any Subsidiary, except such taxes or assessments, if any, as are
being contested in good faith by appropriate proceedings or where the failure to
do so does not materially adversely affect the Borrower and its Consolidated
Subsidiaries, considered as a whole. The charges, accruals and reserves on the
books of the Borrower and its Consolidated Subsidiaries in respect of taxes or
other governmental charges are, in the opinion of the Borrower, adequate.

         SECTION 4.9. SUBSIDIARIES. Each of the Borrower's Subsidiaries which is
organized as a corporation is a corporation duly incorporated, validly existing
and in good standing under the laws of its jurisdiction of incorporation, and
has all corporate powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted.

         SECTION 4.10. NOT AN INVESTMENT COMPANY. The Borrower is not an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.

         SECTION 4.11. FULL DISCLOSURE. All information heretofore furnished by
the Borrower to the Agent or any Bank for purposes of or in connection with this
Agreement or any transaction contemplated hereby is, and all such information
hereafter furnished by the Borrower to the Agent or any Bank will be, true and
accurate in all material respects on the date as of which such information is
stated or certified. The Borrower has disclosed to the Banks in writing any and
all facts known to the Borrower's management which materially and adversely
affect or may affect (to the extent the Borrower's management can now reasonably
foresee), the


<PAGE>
                                      -33-


business, operations or financial condition of the Borrower and its Consolidated
Subsidiaries, taken as a whole, or the ability of the Borrower to perform its
obligations under this Agreement.

                                   ARTICLE V.

                                    COVENANTS

         The Borrower agrees that, so long as any Loan, Unpaid Reimbursement
Obligation, Letter of Credit or Note is outstanding or any Bank has any
Commitment hereunder or the Agent has any obligation to issue, extend or renew
any Letters of Credit:

         SECTION 5.1. INFORMATION. The Borrower will deliver to each of the
Banks:


         (a)      as soon as available and in any event within 95 days after the
end of each fiscal year of the Borrower, a consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and
the related consolidated statements of income, cash flow and stockholders'
equity for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, all reported on in a manner acceptable to
the Securities and Exchange Commission by PricewaterhouseCoopers LLP or other
independent accountants of nationally recognized standing;

         (b)      as soon as available and in any event within 50 days after the
end of each of the first three quarters of each fiscal year of the Borrower, a
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
of the end of such quarter and the related consolidated statements of income,
cash flow and stockholders' equity for such quarter and for the portion of the
Borrower's fiscal year ended at the end of such quarter, setting forth in each
case in comparative form the figures for the corresponding quarter and the
corresponding portion of the Borrower's previous fiscal year, all certified
(subject to normal year-end adjustments) as to fairness of presentation,
generally accepted accounting principles and consistency by the chief financial
officer or the chief accounting officer of the Borrower;

         (c)      simultaneously with the delivery of each set of financial
statements referred to in clauses (a) and (b) above, a certificate of the chief
financial officer or the chief accounting officer of the Borrower (i) setting
forth in reasonable detail the calculations required to establish whether the
Borrower was in compliance with the requirements of Sections 5.7 to 5.14,
inclusive, on the date of such financial statements and (ii) stating whether any
Default exists on the date of such certificate and, if any Default then exists,
setting forth the details thereof and the action which the Borrower is taking or
proposes to take with respect thereto;

         (d)      simultaneously with the delivery of each set of financial
statements referred to in clause (a) above, a statement of the firm of
independent accountants which reported on such statements whether anything has
come to their attention to cause them to believe that any Default existed on the
date of such statements, PROVIDED, HOWEVER, that no such statement shall be
required if there are no Loans outstanding at the end of the applicable fiscal
year;

         (e)      within five Domestic Business Days after any officer of the
Borrower obtains knowledge of any Default, if such Default is then continuing, a
certificate of the chief financial


<PAGE>
                                      -34-


officer or the chief accounting officer of the Borrower setting forth the
details thereof and the action which the Borrower is taking or proposes to take
with respect thereto;

         (f)      promptly upon the mailing thereof to the shareholders of the
Borrower generally, copies of all financial statements, reports and proxy
statements so mailed;

         (g)      promptly upon the filing thereof, copies of all registration
statements (other than the exhibits thereto and any registration statements on
Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their
equivalents) which the Borrower shall have filed with the Securities and
Exchange Commission;

         (h)      if and when any member of the ERISA Group (i) gives or is
required to give notice to the PBGC of any "reportable event" (as defined in
Section 4043 of ERISA) with respect to any Plan which might constitute grounds
for a termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give notice of any such
reportable event, a copy of the notice of such reportable event given or
required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA with respect to a Multiemployer
Plan or notice that any Multiemployer Plan is in reorganization, is insolvent or
has been terminated, a copy of such notice; (iii) receives notice from the PBGC
under Title IV of ERISA of an intent to terminate, impose liability (other than
for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to
administer any Plan which is a defined benefit pension plan, a copy of such
notice; (iv) applies for a waiver of the minimum funding standard under Section
412 of the Internal Revenue Code, a copy of such application; (v) gives notice
of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such
notice and other information filed with the PBGC; (vi) gives notice of
withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such
notice; or (vii) fails to make any payment or contribution to any Plan or
Multiemployer Plan or makes any amendment to any Plan which has resulted or
could reasonably be expected to result in the imposition of a Lien under Section
302 (f) of ERISA or Section 412(n) of the Internal Revenue Code or any successor
provision thereto or the posting of a bond or other security under Section 307
of ERISA or Section 401(a)(29) of the Internal Revenue Code or any successor
provision thereto, a certificate of the chief financial officer or the chief
accounting officer of the Borrower setting forth details as to such occurrence
and action, if any, which the Borrower or applicable member of the ERISA Group
is required or proposes to take;

         (i)      if and when any officer of the Borrower obtains knowledge of
any actual or pending change in the rating of the Borrower's outstanding senior
unsecured long-term debt securities or commercial paper by Moody's or S&P, a
certificate of the chief financial officer or the chief accounting officer of
the Borrower setting forth the details thereof;

         (j)      if and when any officer of the Borrower obtains knowledge of
any reason why the Agent and each Bank may not conclusively rely on the
certificate from the Borrower in respect of the names and signatures of
authorized officers delivered pursuant to Section 3.1(c) of this Agreement, a
notice in writing from the Borrower setting forth the details thereof; and

<PAGE>
                                      -35-


         (k)      from time to time such additional information regarding the
financial position or business of the Borrower and its Subsidiaries as the
Agent, at the request of any Bank, may reasonably request.

The Banks and the Agent understand that some of the information furnished to
them pursuant to this Section 5.1 may be received by them prior to the time such
information shall have been made public, and the Banks and the Agent agree that
upon written notice from the Borrower that any such written information has not
been made public they will keep such information furnished to them pursuant to
this Section 5.1 confidential and will make no use of such information or
disclosure of such information to other Persons who have not been furnished such
information until it shall have become public through no fault of any of the
Banks, except to the extent that such use or disclosure (i) is in connection
with matters involving this Agreement, any assignment and assumption agreement
with Assignees or participation agreements with Participants or (ii) is made in
accordance with obligations under law or regulations or in response to requests
from governmental agencies or authorities pursuant to subpoenas or other process
to make information available to governmental agencies and examiners or to
others. Notwithstanding the foregoing, the Banks may make information furnished
to them pursuant to this Section 5.1 available to their Assignees or
Participants or proposed Assignees or Participants, PROVIDED that such Persons
have agreed in writing to be bound by the confidentiality provisions set forth
in this Section.

         SECTION 5.2. PAYMENT OF OBLIGATIONS. The Borrower will pay and
discharge, and will cause each Consolidated Subsidiary to pay and discharge, at
or before maturity, all their respective material obligations and liabilities,
including, without limitation, tax liabilities, except where the same may be
contested in good faith by appropriate proceedings, and will maintain, and will
cause each Subsidiary to maintain, in accordance with generally accepted
accounting principles, appropriate reserves for the accrual of any of the same.
In addition, the Borrower will duly and punctually pay or cause to be paid the
principal and interest on the Loans, all Reimbursement Obligations, the Letter
of Credit Fees, the Facility Fee and all other amounts provided for in this
Agreement and the other Loan Documents to which the Borrower is a party, all in
accordance with the terms of this Agreement and such other Loan Documents.

         SECTION 5.3. MAINTENANCE OF PROPERTY; INSURANCE. (a) The Borrower will
keep, and will cause each Consolidated Subsidiary to keep, all of its properties
used or useful in the conduct of its business or the business of such Subsidiary
to be maintained and kept in good condition, repair and working order and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
the judgment of the Borrower may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
PROVIDED, that nothing in this clause (a) shall prevent the Borrower or any of
its Consolidated Subsidiaries from discontinuing the operations and maintenance
of any of its properties or those of its Consolidated Subsidiaries if such
discontinuance is, in the judgment of the Borrower or such Subsidiary, desirable
in the conduct of its or their business and which do not in the aggregate
materially adversely affect the business of the Borrower and its Consolidated
Subsidiaries considered as a whole.



<PAGE>
                                      -36-


         (b) The Borrower will, and will cause each of its Consolidated
Subsidiaries to, maintain (either in the name of the Borrower or in such
subsidiary's own name) with financially sound and reputable insurance companies,
insurance on such of their respective properties in at least such amounts and
against at least such risks (and with such risk retention) as are usually
insured against in the same general area by companies of established repute
engaged in the same or similar business; and will furnish to the Banks, upon
request from the Agent, information presented in reasonable detail (but not
including the actual insurance policy) as to the insurance so carried.

         SECTION 5.4. CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. The
Company will do or cause to be done, and will cause each of its Consolidated
Subsidiaries to do or cause to be done, all things necessary to preserve and
keep in full force and effect its existence and good standing under the laws of
its jurisdiction of incorporation, maintain its qualification to do business in
each state in which the failure to do so would have a material adverse effect on
the condition, financial or otherwise, of the Borrower and its Consolidated
Subsidiaries considered as a whole, and maintain all of the rights and
franchises reasonably necessary to the conduct of the business of the Borrower
and its Consolidated Subsidiaries considered as a whole; PROVIDED that nothing
in this Section 5.4 shall prohibit mergers or consolidations or sales of assets
not prohibited by Sections 5.11 and 5.12 hereof or prevent the Borrower from
liquidating or selling any of its Consolidated Subsidiaries.

         SECTION 5.5. COMPLIANCE WITH LAWS. The Borrower will comply, and cause
each Consolidated Subsidiary to comply, in all material respects with all
material applicable laws, ordinances, rules, regulations, and requirements of
governmental authorities (including, without limitation, Environmental Laws and
ERISA and the rules and regulations thereunder) except where the necessity of
compliance therewith is contested in good faith by appropriate proceedings.

         SECTION 5.6. INSPECTION OF PROPERTY, BOOKS AND RECORDS. The Borrower
will keep, and will cause each Consolidated Subsidiary to keep, proper books of
record and account in which full, true and correct entries shall be made of all
dealings and transactions in relation to its business and activities; and will
permit, and will cause each Consolidated Subsidiary to permit, representatives
of any Bank at such Bank's expense to visit and inspect any of their respective
properties, and, for the purposes of verifying compliance with this Agreement or
the accuracy of the financial information provided hereunder, to examine and
make abstracts from any of their respective books and records and to discuss
their respective affairs, finances and accounts with their respective officers,
employees and independent public accountants, all at such reasonable times and
as often as may reasonably be desired.

         SECTION 5.7. DEBT. Consolidated Debt minus the lesser of (x)
$50,000,000 and (y) the amount of Temporary Cash Investments (at book value)
then held in the Borrower's corporate cash management system will not exceed 56%
of Total Capitalization at any time. Total Debt of all Consolidated Subsidiaries
(excluding Debt of a Consolidated Subsidiary to the Borrower or to another
Consolidated Subsidiary) will at no time exceed 25% of Total Capitalization. For
purposes of this Section any preferred stock of a Consolidated Subsidiary held
by a Person other than the Borrower or a Consolidated Subsidiary shall be
included, at the higher of its voluntary or involuntary liquidation value, in
"Consolidated Debt" and in the "Debt" of such


<PAGE>
                                      -37-


Consolidated Subsidiary. Consolidated Debt arising in connection with any
Receivables Transactions shall not exceed $100,000,000 in the aggregate.

         SECTION 5.8. DEBT SERVICE. The ratio at each fiscal quarter-end of (a)
Consolidated EBITDA for the four fiscal quarters then ended to (b) Consolidated
Total Interest Expense for such four fiscal quarters will at no time be less
than 3.50 to 1.00.

         SECTION 5.9. INVESTMENTS. Neither the Borrower nor any Consolidated
Subsidiary will make, acquire or hold any Investment in any Person other than:

         (a)      Investments in Subsidiaries and Equity Affiliates (including
investments in entities which, as a result of such Investment, become
Subsidiaries or Equity Affiliates) and Investments in Aearo Corporation (the
"Designated Company") or any successor to any of such entities, PROVIDED that
the Borrower and its Consolidated Subsidiaries may continue to hold Investments
in any entity which was, or is the successor (by merger, acquisition or
otherwise) to a Subsidiary or Equity Affiliate whether or not such entity
remains a Subsidiary or Equity Affiliate and may take and hold Investments in
any affiliate of such a successor received in connection with any such merger,
acquisition or similar transaction.

         (b)      Temporary Cash Investments;

         (c)      Investments in securities commonly known as "commercial paper"

issued by a corporation organized and existing under the laws of the United
States of America or any state thereof that at the time of purchase have been
rated and the ratings for which are not less than "P 2" if rated by Moody's, and
not less than "A2" if rated by S&P;

         (d) Investments consisting of Margin Stock, PROVIDED that the aggregate
book value of all Investments in Margin Stock held at any time under this
Section 5.9 does not exceed $20,000,000 (excluding the stock of the Designated
Company and the Borrower), and PROVIDED FURTHER that the making, acquisition or
holding of such Investments does not cause or result in any violation of the
provisions of Regulation U;

         (e)      Investments in the Borrower by any Consolidated Subsidiary;
and

         (f)      any Investment not otherwise permitted by the foregoing
clauses of this Section if, immediately after such Investment is made or
acquired, the aggregate net book value of all Investments permitted by this
clause (e) does not exceed 10% of Consolidated Tangible Net Worth.

         SECTION 5.10. NEGATIVE PLEDGE. Neither the Borrower nor any
Consolidated Subsidiary will create, assume or suffer to exist any Lien on any
asset now owned or hereafter acquired by it, except:

         (a)      Liens existing on the date of this Agreement securing Debt
outstanding on the date of this Agreement in an aggregate principal amount not
exceeding $40,000,000;


<PAGE>
                                      -38-


         (b)      any Lien existing on any asset of any corporation at the time
such corporation becomes a Consolidated Subsidiary;

         (c)      any Lien on any asset securing Debt incurred or assumed for
the purpose of financing all or any part of the cost of acquiring such asset
(including an asset to be held pursuant to a capital lease), PROVIDED that such
Lien attaches to such asset concurrently with or within 90 days after the
acquisition thereof;

         (d)      any Lien on any asset of any corporation existing at the time
such corporation is merged or consolidated with or into the Borrower or a
Consolidated Subsidiary;

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

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

         (g)      Liens arising in the ordinary course of its business which (i)
do not secure Debt, (ii) do not secure any single obligation in an amount
exceeding $75,000,000 and (iii) do not in the aggregate materially detract from
the value of its assets or materially impair the use thereof in the operation of
its business;

         (h)      any purchase money mortgages and Liens created in respect of
property acquired pursuant to Investments made after the date of this Agreement
in specialty chemical businesses located outside North America and Western
Europe, PROVIDED that (i) no such mortgage or Lien shall extend to or cover any
other property of the Borrower or any Consolidated Subsidiary and (ii) the
aggregate principal amount of all liabilities secured by all mortgages and Liens
in respect of such property (whether or not the Borrower or any Consolidated
Subsidiary assumes or becomes liable for such liabilities) shall not at any time
exceed 100% of the purchase price of such property;

         (i)      any Lien on Margin Stock;

         (j)      any Lien on accounts receivable and related rights of the
Borrower arising in connection with a Receivables Transaction; provided that no
such Lien shall extend to any assets other than the accounts receivable and
related rights subject to such Receivables Transaction; and

         (k)      Liens not otherwise permitted by the foregoing clauses of this
Section securing Debt in an aggregate principal amount at any time outstanding
not to exceed 10% of Consolidated Tangible Net Worth.

         SECTION 5.11. CONSOLIDATIONS AND MERGERS. The Borrower will not (i)
consolidate or merge with or into any other Person unless upon completion of
such merger or consolidation the surviving entity is the Borrower or (ii) sell,
lease or otherwise transfer, directly or indirectly,


<PAGE>
                                      -39-


in any one transaction or series of related transactions, all or substantially
all of the assets of the Borrower and its Consolidated Subsidiaries, taken as a
whole, to any other Person.

         SECTION 5.12. SALES OF ASSETS. Except as provided in Section 5.3, the
Borrower shall maintain direct ownership of substantially all of the tangible
and intangible assets employed in connection with (x) the Borrower's United
States domestic carbon black business and (y) the Borrower's United States
domestic fumed silica business, and shall conduct such businesses generally in
the same manner and to the same extent as conducted by the Borrower on September
30, 2000 and as described in the Borrower's 2000 Form 10-K.

         SECTION 5.13. USE OF PROCEEDS. The proceeds of the Loans made and the
Letters of Credit issued under this Agreement will be used by the Borrower to
refinancing existing Indebtedness, for working capital and for general corporate
purposes, PROVIDED that no more than $20,000,000 of principal amount of Loans
outstanding at any time shall be Loans the proceeds of which have been used,
directly or indirectly, for the purpose, whether immediate, incidental or
ultimate, of buying or carrying Margin Stock (other than stock of the Borrower),
and PROVIDED FURTHER that in no event shall such proceeds be used in any manner
which would result in a violation of Regulation U or any other applicable law or
regulation.

         SECTION 5.14. TRANSACTIONS WITH AFFILIATES. Neither the Borrower nor
any Consolidated Subsidiary will directly or indirectly engage in any
transaction (including, without limitation, the purchase, sale or exchange of
assets or the rendering of any service) with any Affiliate, except upon terms
that are no less favorable to the Borrower or such Consolidated Subsidiary than
those which might be obtained in an arm's-length transaction at the time with
Persons which are not Affiliates.

                                   ARTICLE VI.

                                    DEFAULTS

         SECTION 6.1. EVENTS OF DEFAULT. If one or more of the following events
("Events of Default") shall have occurred and be continuing:

         (a)      the Borrower shall fail to pay any principal of any Loan or
any Reimbursement Obligation when the same shall become due and payable, whether
at the stated maturity or any accelerated date of maturity or at any other date
fixed for payment, or shall fail to pay within five days of the due date thereof
any interest, fees or any other amount payable hereunder;

         (b)      the Borrower shall fail to observe or perform any covenant
contained in Sections 5.7 to 5.14, inclusive;

         (c)      the Borrower shall fail to observe or perform any covenant or
agreement contained in this Agreement (other than those covered by clause (a) or
(b) above) for 30 days after written notice thereof has been given to the
Borrower by the Agent at the request of any Bank;


<PAGE>
                                      -40-


         (d)      any representation, warranty, certification or statement made
by the Borrower in this Agreement or in any certificate, financial statement or
other document delivered pursuant to this Agreement shall prove to have been
incorrect in any material respect when made (or deemed made);

         (e)      the Borrower or any Subsidiary shall fail to make any payment
in respect of any Material Debt when due, taking into account any applicable
grace period;

         (f)      any event or condition shall occur which results in the
acceleration of the maturity of any Material Debt or enables the holder of such
Debt or any Person acting on such holder's behalf to accelerate the maturity
thereof;

         (g)      the Borrower or any Subsidiary or Subsidiaries in which the
Borrower's aggregate direct and indirect Investment is at least $20,000,000
shall commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or themselves or its or
their 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 them or any substantial
part of its or their 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 them, or shall make a general
assignment for the benefit of creditors, or shall fail generally to pay its or
their debts as they become due, or shall take any corporate action to authorize
any of the foregoing;

         (h)      an involuntary case or other proceeding shall be commenced
against the Borrower or any Subsidiary or Subsidiaries in which the Borrower's
aggregate direct and indirect Investment is at least $20,000,000 seeking
liquidation, reorganization or other relief with respect to it or them or its or
their 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 them or any substantial
part of its or their property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Borrower or any subsidiary or subsidiaries
in which the Borrower's aggregate direct and indirect Investment is at least
$20,000,000 under the federal bankruptcy laws as now or hereafter in effect;

         (i)      any member of the ERISA Group shall fail to pay when due an
amount or amounts aggregating in excess of $20,000,000 which it shall have
become liable to pay under Title IV of ERISA and such amount shall continue to
be unpaid and unstayed for a period of 10 days; or notice of intent to terminate
a Material Plan in a distress termination shall be filed under Title IV of ERISA
by any member of the ERISA Group, any plan administrator of any such Material
Plan or any combination of the foregoing; or the PBGC shall institute
proceedings under Title IV of ERISA to terminate, to impose liability (other
than for premiums under Section 4007 of ERISA) in respect of, or to cause a
trustee to be appointed to administer any Material Plan; or a condition
specified in ERISA Section 4042(a) (other than the condition specified in ERISA
Section 4042(a)(4)) shall exist by reason of which the PBGC would be entitled to
obtain a decree adjudicating that any Material Plan must be terminated; or there
shall occur a complete or partial withdrawal from, or a default, within the
meaning of Section 4219(c)(5) of ERISA,


<PAGE>
                                      -41-


with respect to, one or more Multiemployer Plans which could cause one or more
members of the ERISA Group to incur a current payment obligation in excess of
$25,000,000;

         (j)      a judgment or order for the payment of money in excess of
$20,000,000 shall be rendered against the Borrower or any Subsidiary and such
judgment or order shall continue unsatisfied and unstayed for a period of 10
days; or

         (k)      any person or group of persons (within the meaning of Section
13 of the Securities Exchange Act of 1934, as amended), other than members of
the Cabot family or Persons holding securities for the benefit of members of the
Cabot family or employee benefit plans holding securities for the benefit of
Cabot employees, shall have acquired beneficial ownership (within the meaning of
Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act)
of 25% or more of the outstanding shares of common stock of the Borrower; or,
during any period of 24 consecutive calendar months, individuals who were
directors of the Borrower on the first day of such period shall cease to
constitute a majority of the board of directors of the Borrower;

         then, and in every such event, the Agent shall (i) if requested by
Banks having more than 50% in aggregate amount of the Commitments, by notice to
the Borrower terminate the Commitments and they shall thereupon terminate and
the Agent shall be relieved of all further obligations to issue, extend or renew
Letters of Credit, and (ii) if requested by Banks holding Notes evidencing more
than 50% in aggregate principal amount of the Loans by notice to the Borrower
declare all amounts owing with respect to this Agreement, the Notes (together
with accrued interest thereon) and the other Loan Documents and all
Reimbursement Obligations to be, and they shall thereupon become, immediately
due and payable without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived by the Borrower; PROVIDED that in
the case of any of the Events of Default specified in clause (g) or (h) above
with respect to the Borrower, without any notice to the Borrower or any other
act by the Agent or the Banks, the Commitments shall thereupon terminate and the
Agent shall be relieved of all further obligations to issue, extend or renew
Letters of Credit shall become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower.

         SECTION 6.2. NOTICE OF DEFAULT. The Agent shall give notice to the
Borrower under Section 6.1(c) promptly upon being requested to do so by any Bank
and shall thereupon notify all the Banks thereof.

         SECTION 6.3. REMEDIES. In case any one or more of the Events of Default
shall have occurred and be continuing, and whether or not the Banks shall have
accelerated the maturity of the Loans pursuant to Section 6.1, each Bank, if
owed any amount with respect to the Loans or the Reimbursement Obligations, may
proceed to protect and enforce its rights by suit in equity, action at law or
other appropriate proceeding, whether for the specific performance of any
covenant or agreement contained in this Agreement and the other Loan Documents
or any instrument pursuant to which the obligations to such Lender are
evidenced, including as permitted by applicable law the obtaining of the EX
PARTE appointment of a receiver, and, if such amount shall have become due, by
declaration or otherwise, proceed to enforce the payment thereof or any other
legal or equitable right of such Lender. No remedy herein conferred upon


<PAGE>
                                      -42-


any Bank or the Agent or the holder of any Note or purchaser of any Letter of
Credit Participation is intended to be exclusive of any other remedy and each
and every remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law or in equity or by
statute or any other provision of law.

                                  ARTICLE VII.

                                   THE AGENT

         SECTION 7.1.  APPOINTMENT AND AUTHORIZATION.

         (a)      Each Bank irrevocably appoints and authorizes the Agent to
take such action as agent on its behalf and to exercise such powers under this
Agreement and the other Loan Documents as are delegated to the Agent by the
terms hereof or thereof, together with all such powers as are reasonably
incidental thereto PROVIDED that no duties or responsibilities not expressly
assumed herein or therein shall be implied to have been assumed by the Agent;

         (b)      The relationship between the Agent and each of the Banks is
that of an independent contractor. The use of the term "Agent" is for
convenience only and is used to describe, as a form of convention, the
independent contractual relationship between the Agent and each of the Banks.
Nothing contained in this Agreement nor the other Loan Documents shall be
construed to create an agency, trust or other fiduciary relationship between the
Agent and any of the Banks;

         (c)      As an independent contractor empowered by the Banks to
exercise certain rights and perform certain duties and responsibilities
hereunder and under the other Loan Documents, the Agent is nevertheless a
"representative" of the Banks, as that term is defined in Article 1 of the
Uniform Commercial Code, for purposes of actions for the benefit of the Banks
and the Agent with respect to any and all collateral security and guaranties
contemplated by the Loan Documents. Such actions include the designation of the
Agent as "SECURED PARTY", "MORTGAGEE" or the like on all financing statements
and other documents and instruments, whether recorded or otherwise, relating to
the attachment, perfection, priority or enforcement of any security interests,
mortgages or deeds of trust in collateral security intended to secure the
payment or performance of any of the obligations, all for the benefit of the
Banks and the Agent.

         SECTION 7.2. AGENT AND AFFILIATES. Fleet National Bank shall have the
same rights and powers under this Agreement as any other Bank and may exercise
or refrain from exercising the same as though it were not the Agent, and Fleet
National Bank and its affiliates may accept deposits from, lend money to, and
generally engage in any kind of business with the Borrower or any Subsidiary or
affiliate of the Borrower as if it were not the Agent hereunder.

         SECTION 7.3. ACTION BY AGENT. The obligations of the Agent hereunder
are only those expressly set forth herein. Without limiting the generality of
the foregoing, the Agent shall not

<PAGE>
                                      -43-


be required to take any action with respect to any Default, except as expressly
provided in Article VI.

         SECTION 7.4. CONSULTATION WITH EXPERTS. The Agent may consult with
legal counsel (who may be counsel for the Borrower), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
advice of such counsel, accountants or experts.

         SECTION 7.5. LIABILITY OF AGENT. Neither the Agent nor any of its
affiliates nor any of their respective directors, officers, agents or employees
shall be liable for any action taken or not taken by it in connection herewith
(i) with the consent or at the request of the Required Banks or (ii) in the
absence of its own gross negligence or willful misconduct. Neither the Agent nor
any of its affiliates nor any of their respective directors, officers, agents or
employees shall be responsible for or have any duty to ascertain, inquire into
or verify (i) any statement, warranty or representation made in connection with
this Agreement or any borrowing hereunder; (ii) the performance or observance of
any of the covenants or agreements of the Borrower; (iii) the satisfaction of
any condition specified in Article III, except receipt of items required to be
delivered to the Agent; or (iv) the validity, effectiveness or genuineness of
this Agreement, the Notes or any other instrument or writing furnished in
connection herewith. The Agent shall not incur any liability by acting in
reliance upon any notice, consent, certificate, statement, or other writing
(which may be a bank wire, telex or similar writing) believed by it to be
genuine or to be signed by the proper party or parties.

         SECTION 7.6. INDEMNIFICATION. Each Bank shall, ratably in accordance
with its Commitment, indemnify the Agent, its affiliates and their respective
directors, officers, agents and employees (to the extent not reimbursed by the
Borrower) against any cost, expense (including counsel fees and disbursements),
claim, demand, action, loss or liability (except such as result from such
indemnitees' gross negligence or willful misconduct) that such indemnitees may
suffer or incur in connection with this Agreement or any action taken or omitted
by such indemnitees hereunder.

         SECTION 7.7. CREDIT DECISION. Each Bank acknowledges that it has,
independently and without reliance upon the Agent or any other Bank, and based
on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the Agent or
any other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking any action under this Agreement.

         SECTION 7.8. SUCCESSOR AGENT. The Agent may resign at any time by
giving written notice thereof to the Banks and the Borrower. Upon any such
resignation, the Required Banks with the written consent of the Borrower, which
consent shall not be unreasonably withheld, shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Required Banks, and shall have accepted such appointment, within 30 days after
the retiring Agent gives notice of resignation, then the retiring Agent may, on
behalf of the


<PAGE>
                                      -44-


Banks, appoint a successor Agent, which shall be a commercial bank organized or
licensed under the laws of the United States of America or of any State thereof
and having a combined capital and surplus of at least $50,000,000. Upon the
acceptance of its appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the rights
and duties of the retiring Agent, and the retiring Agent shall be discharged
from its duties and obligations hereunder. After any retiring Agent's
resignation hereunder as Agent, the provisions of this Article shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Agent.

         SECTION 7.9. AGENT'S FEE. The Borrower shall pay to the Agent for its
own account fees in the amounts and at the times set forth in the Fee Letter.

         SECTION 7.10. DELINQUENT BANK. Notwithstanding anything to the contrary
contained in this Agreement or any of the other Loan Documents, any Bank that
fails (a) to make available to the Agent its PRO RATA share of any Committed
Loan or to purchase any Letter of Credit Participation or (b) to comply with the
provisions of Section 9.4 with respect to making dispositions and arrangements
with the other Banks, where such Bank's share of any payment received, whether
by setoff or otherwise, is in excess of its PRO RATA share of such payments due
and payable to all of the Banks, in each case as, when and to the full extent
required by the provisions of this Agreement, shall be deemed delinquent (a
"DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as
such delinquency is satisfied. A Delinquent Lender shall be deemed to have
assigned any and all payments due to it from the Borrower, whether on account of
outstanding Loans, Unpaid Reimbursement Obligations, interest, fees or
otherwise, to the remaining nondelinquent Banks for application to, and
reduction of, their respective PRO RATA shares of all outstanding Committed
Loans and Unpaid Reimbursement Obligations. The Delinquent Lender hereby
authorizes the Agent to distribute such payments to the nondelinquent Banks in
proportion to their respective PRO RATA shares of all outstanding Committed
Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed
to have satisfied in full a delinquency when and if, as a result of application
of the assigned payments to all outstanding Committed Loans and Unpaid
Reimbursement Obligations of the nondelinquent Banks, the Banks' respective PRO
RATA shares of all outstanding Committed Loans and Unpaid Reimbursement
Obligations have returned to those in effect immediately prior to such
delinquency and without giving effect to the nonpayment causing such
delinquency.

                                  ARTICLE VIII.

                             CHANGE IN CIRCUMSTANCES

         SECTION 8.1. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR.
If on or prior to the first day of any Interest Period for any Borrowing
comprised of Euro-Dollar Loans or Money Market Loans:

         (a)      the Agent is advised by the Euro-Dollar Reference Banks that
deposits in dollars (in the applicable amounts) are not being offered to the
Euro-Dollar Reference Banks in the relevant market for such Interest Period, or

<PAGE>
                                      -45-


         (b)      in the case of a Committed Borrowing, Banks having 50% or more
of the aggregate amount of the Commitments advise the Agent that the London
Interbank Offered Rate as determined by the Agent will not adequately and fairly
reflect the cost to such Banks of funding their Euro-Dollar Loans for such
Interest Period, the Agent shall forthwith give notice thereof to the Borrower,
and the Banks, whereupon until the Agent notifies the Borrower that the
circumstances giving rise to such suspension no longer exist, the obligations of
the Banks to make Euro-Dollar Loans shall be suspended. Unless the Borrower
notifies the Agent at least two Domestic Business Days before the date of any
Borrowing of Euro-Dollar Loans or Money Market Loans for which a Notice of
Borrowing has previously been given that it elects not to borrow on such date,
(i) if such Borrowing of Euro-Dollar Loans or Money Market Loans is a Committed
Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing and
(ii) if such Borrowing of Euro-Dollar Loans or Money Market Loans is a Money
Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing
shall bear interest for each day from and including the first day to but
excluding the last day of the Interest Period applicable thereto at the Base
Rate for such day.

         SECTION 8.2. ILLEGALITY. If, on or after the date of this Agreement,
the adoption of any applicable law, rule or regulation, or any change therein,
or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank (or its
Euro-Dollar Lending office) with any request or directive (whether or not having
the force of law) of any such authority, central bank or comparable agency shall
make it unlawful or impossible for any Bank (or its Euro-Dollar Lending office)
to make, maintain or fund its Euro-Dollar Loans and such Bank shall so notify
the Agent, the Agent shall forthwith give notice thereof to the other Banks and
the Borrower, whereupon until such Bank notifies the Borrower and the Agent that
the circumstances giving rise to such suspension no longer exist, the obligation
of such Bank to make Euro-Dollar Loans shall be suspended. Before giving any
notice to the Agent pursuant to this Section, such Bank shall designate a
different Euro-Dollar Lending Office if such designation will avoid the need for
giving such notice and will not, in the judgment of such Bank, be otherwise
disadvantageous to such Bank. If such Bank shall determine that it may not
lawfully continue to maintain and fund any of its outstanding Euro-Dollar Loans
to maturity and shall so specify in such notice, the Borrower shall immediately
prepay in full the then outstanding principal amount of each such Euro-Dollar
Loan, together with accrued interest thereon. Concurrently with prepaying each
such Euro-Dollar Loan, the Borrower shall borrow a Base Rate Loan in an equal
principal amount from such Bank (on which interest and principal shall be
payable contemporaneously with the related Euro-Dollar Loans of the other
Banks), and such Bank shall make such a Base Rate Loan.

         SECTION 8.3. INCREASED COST AND REDUCED RETURN. (a) If on or after (x)
the date hereof, in the case of any Committed Loan, Letter of Credit or any
obligation to make Committed Loans or issue, extend or renew any Letter of
Credit or (y) the date of the related Money Market Quote, in the case of any
Money Market Loan, the adoption of any applicable law, rule or regulation, or
any change therein, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any Bank (or
its


<PAGE>
                                      -46-


Applicable Lending Office) with any request or directive (whether or not having
the force of law) of any such authority, central bank or comparable agency shall
impose, modify or deem applicable any reserve (including, without limitation,
any such requirement imposed by the Board of Governors of the Federal Reserve
System, but excluding with respect to any Euro-Dollar Loan any such requirement
with respect to which such Bank is entitled to compensation during the relevant
Interest Period under Section 2.16), special deposit, insurance assessment or
similar requirement against assets of, deposits with or for the account of, or
credit extended by, any Bank (or its Applicable Lending Office) or shall impose
on any Bank (or its Applicable Lending Office) or on the United States market
for certificates of deposit or the London interbank market any other condition
affecting its Euro-Dollar Loans or Money Market Loans, its Note, its Letter of
Credit or its obligation to make Euro-Dollar Loans or Money Market Loans and the
result of any of the foregoing is to increase the cost to such Bank (or its
Applicable Lending Office) of making or maintaining any Euro-Dollar Loan or
Money Market Loan, or to reduce the amount of any sum received or receivable by
such Bank (or its Applicable Lending Office) under this Agreement or under any
Loan Document with respect thereto, by an amount deemed by such Bank to be
material, then, within 15 days after demand by such Bank (with a copy to the
Agent), the Borrower shall pay to such Bank such additional amount or amounts as
will compensate such Bank for such increased cost or reduction. The Borrower's
obligation under this Section 8.3(a) shall be limited to paying any costs which
the Bank incurs after or within 45 days prior to receipt by the Borrower of the
notice provided for under Section 8.3(c).

         (b)      If any Bank shall have determined that, after the date hereof,
the adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or any request
or directive regarding capital adequacy (whether or not having the force of law)
of any such authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on capital of such Bank (or its Parent) as
a consequence of such Bank's obligations hereunder to a level below that which
such Bank (or its Parent) could have achieved but for such adoption, change,
request or directive (taking into consideration its policies with respect to
capital adequacy) by an amount deemed by such Bank to be material, then from
time to time, within 15 days after demand by such Bank (with a copy to the
Agent), the Borrower shall pay to such Bank such additional amount or amounts as
will compensate such Bank (or its Parent) for such reduction. The Borrower's
obligation under this Section 8.3(b) shall be limited to paying any costs which
the Bank incurs after or within 90 days prior to receipt by the Borrower of the
notice provided for under Section 8.3(c) unless such costs were incurred prior
to such 90 day period as a result of such present or future applicable law being
retroactive to a date which occurred prior to such 90 day period and such Bank
or, as the case may be, the Agent, has given notice to the Borrower of the
effectiveness of such law within 90 days after the effective date thereof.

         (c)      Each Bank will promptly notify the Borrower and the Agent of
any event of which it has knowledge, occurring after the date hereof, which will
entitle such Bank to compensation pursuant to this Section and will designate a
different Applicable Lending Office if such designation will avoid the need for,
or reduce the amount of, such compensation and


<PAGE>
                                      -47-


will not, in the judgment of such Bank, be otherwise disadvantageous to such
Bank. A certificate of any Bank claiming compensation under this Section and
setting forth the calculation in reasonable detail of the additional amount or
amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error, PROVIDED that the Borrower shall have the right, within 60 days
of receipt of such certificate, to demonstrate that the amount set forth in such
certificate is incorrect and request an adjustment of the amount to be, or
therefore, paid. In determining such amount, such Bank may use any reasonable
averaging and attribution methods.

         SECTION 8.4. BASE RATE LOANS SUBSTITUTED FOR AFFECTED EURO-DOLLAR LOANS
AND MONEY MARKET LOANS. If (i) the obligation of any Bank to make Euro-Dollar
Loans has been suspended pursuant to Section 8.2 or (ii) any Bank has demanded
compensation under Section 8.3(a) and the Borrower shall, by at least five
Euro-Dollar Business Days' prior notice to such Bank through the Agent, have
elected that the provisions of this Section shall apply to such Bank, then,
unless and until such Bank notifies the Borrower that the circumstances giving
rise to such suspension or demand for compensation no longer apply:

         (a)      all Loans which would otherwise be made by such Bank
Euro-Dollar Loans shall be made instead as Base Rate Loans (on which interest
and principal shall be payable contemporaneously with the related Euro-Dollar
Loans and Money Market Loans of the other Banks), and

         (b)      after each of its Euro-Dollar Loans has been repaid, all
payments of principal which would otherwise be applied to repay such Euro-Dollar
Loans and Money Market Loans shall be applied to repay its Base Rate Loans
instead.

         SECTION 8.5. SUBSTITUTION OF BANK. If (i) any Bank has required the
Borrower to pay additional amounts to or for the account of any Bank pursuant to
Section 2.15, (ii) the obligation of any Bank to make Euro-Dollar Loans has been
suspended pursuant to Section 8.2 or (iii) any Bank has demanded compensation
under Section 8.3, the Borrower shall, upon at least three Euro-Dollar Business
Days' notice to the Agent, have the right, with the assistance of the Agent, to
seek a mutually satisfactory substitute bank or banks (which may be one or more
of the Banks) to purchase the Note and the Letter of Credit Participations and
assume the Commitment of such Bank.

                                   ARTICLE IX.

                                  MISCELLANEOUS

         SECTION 9.1. NOTICES. All notices, requests and other communications to
any party hereunder shall be in writing (including bank wire, facsimile
transmission or similar writing) and shall be given to such party: (x) in the
case of the Borrower or the Agent, at its address set forth on the signature
pages hereof, (y) in the case of any Bank, at its address or facsimile number
set forth in its Administrative Questionnaire or (z) in the case of any party,
such other address as such party may hereafter specify for the purpose by notice
to the Agent and the Borrower. Each such notice, request or other communication
shall be effective (i) if given by mail, when delivered or (ii) if given by any
other means, when delivered at the address


<PAGE>
                                      -48-


specified in this Section; PROVIDED that notices to the Agent under Article II
or Article VIII shall not be effective until received.

         SECTION 9.2. NO WAIVERS. No failure or delay by the Agent or any Bank
in exercising any right, power or privilege hereunder or under any Note shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by law.

         SECTION 9.3. EXPENSES: DOCUMENTARY TAXES; INDEMNIFICATION. (a) The
Borrower shall pay (i) all out-of-pocket expenses of the Agent and the
Arrangers, including fees and disbursements of special counsel for the Agent and
the Arrangers, in connection with the preparation of this Agreement, any waiver
or consent hereunder or any amendment hereof or any Default or alleged Default
hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses
incurred by the Agent and each Bank, including fees and disbursements of
counsel, in connection with such Event of Default and collection, bankruptcy,
insolvency and other enforcement proceedings resulting therefrom. The Borrower
shall indemnify each Bank against any transfer taxes (except in the case of any
voluntary transfer by a Bank to an Assignee or Participant hereunder),
documentary taxes, assessments or charges made by any governmental authority by
reason of the execution and delivery of this Agreement or the Notes.

         (b)      The Borrower agrees to indemnify each Bank, the Agent and the
Arrangers and hold each such Person harmless from and against any and all
liabilities, losses, damages, costs and expenses of any kind, including, without
limitation, the reasonable fees and disbursements of counsel, which may be
incurred by such Person in connection with any investigative, administrative or
judicial proceeding (whether or not such Person shall be designated a party
thereto) relating to or arising out of this Agreement or any actual or proposed
use of proceeds of Loans hereunder; PROVIDED that no Person shall have the right
to be indemnified hereunder for its own gross negligence or willful misconduct
as determined by a court of competent jurisdiction.

         SECTION 9.4. SETOFF. The Borrower hereby grants to the Agent and each
of the Banks a continuing lien, security interest and right of setoff as
security for all liabilities and obligations to the Agent and each Bank, whether
now existing or hereafter arising, upon and against all deposits, credits,
collateral and property, now or hereafter in the possession, custody,
safekeeping or control of the Agent or such Bank or any affiliate of any Bank
and their successors and assigns or in transit to any of them. Regardless of the
adequacy of any collateral, if any of the obligations owing from the Borrower to
the Agent or any Bank hereunder are due and payable and have not been paid or
any Event of Default shall have occurred, any deposits or other sums credited by
or due from any of the Banks to the Borrower and any securities or other
property of the Borrower in the possession of such Bank may be applied to or set
off by such Bank against the payment of such obligations and any and all other
liabilities, direct, or indirect, absolute or contingent, due or to become due,
now existing or hereafter arising, of the Borrower to such Bank. ANY AND ALL
RIGHTS TO REQUIRE ANY BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO
ANY OTHER COLLATERAL WHICH SECURES SUCH OBLIGATIONS, PRIOR TO EXERCISING ITS
RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE
BORROWER


<PAGE>
                                      -49-


ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the Banks
agree with each other Bank that (a) if an amount to be set off is to be applied
to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced
by the Notes held by such Bank or constituting Reimbursement Obligations owed to
such Bank, such amount shall be applied ratably to such other Indebtedness and
to the Indebtedness evidenced by all such Notes held by such Bank or
constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank
shall receive from the Borrower, whether by voluntary payment, exercise of the
right of setoff, counterclaim, cross action, enforcement of the claim evidenced
by the Notes held by, or constituting Reimbursement Obligations owed to, such
Bank by proceedings against the Borrower at law or in equity or by proof thereof
in bankruptcy, reorganization, liquidation, receivership or similar proceedings,
or otherwise, and shall retain and apply to the payment of the Note or Notes
held by, or Reimbursement Obligations owed to, such Bank any amount in excess of
its ratable portion of the payments received by all of the Banks with respect to
the Notes held by, and Reimbursement Obligations owed to, all of the Banks, such
Bank will make such disposition and arrangements with the other Banks with
respect to such excess, either by way of distribution, PRO TANTO assignment of
claims, subrogation or otherwise as shall result in each Bank receiving in
respect of the Notes held by it or Reimbursement Obligations owed it, its
proportionate payment as contemplated by this Agreement; PROVIDED that if all or
any part of such excess payment is thereafter recovered from such Bank, such
disposition and arrangements shall be rescinded and the amount restored to the
extent of such recovery, but without interest.

         SECTION 9.5. AMENDMENTS AND WAIVERS. Any provision of this Agreement or
the other Loan Documents may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by the Borrower and the Required
Banks (and, if the rights or duties of the Agent are affected thereby, by the
Agent); PROVIDED that no such amendment or waiver shall, unless signed by all
the Banks, (i) increase the Commitment of any Bank or subject any Bank to any
additional obligation, (ii) reduce the principal of or rate of interest on any
Loan or Reimbursement Obligation or any fees hereunder or reduce or forgive any
Reimbursement Obligation, (iii) postpone the date fixed for any payment of
principal of or interest on any Loan or any fees hereunder or for any reduction
or termination of any Commitment or postpone or extend the Termination Date or
(iv) change the percentage of the Commitments or of the aggregate unpaid
principal amount of the Notes, or the number of Banks, which shall be required
for the Banks or any of them to take any action under this Section or any other
provision of this Agreement or otherwise amend or waive this Section 9.5.

         SECTION 9.6. SUCCESSORS AND ASSIGNS. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that the Borrower may not
assign or otherwise transfer any of its rights under this Agreement without the
prior written consent of all Banks.

         (b)      Any Bank may at any time grant to one or more banks or other
institutions (each a "Participant") participating interests in its Commitment or
any or all of its Loans and in all or a portion of such Bank's rights and
obligations under this Agreement and the other Loan Documents. In the event of
any such grant by a Bank of a participating interest to a Participant,


<PAGE>
                                      -50-


whether or not upon notice to the Borrower and the Agent, such Bank shall remain
responsible for the performance of its obligations hereunder, and the Borrower
and the Agent shall continue to deal solely and directly with such Bank in
connection with such Bank's rights and obligations under this Agreement. Any
agreement pursuant to which any Bank may grant such a participating interest
shall provide that such Bank shall retain the sole right and responsibility to
enforce the obligations of the Borrower hereunder including, without limitation,
the right to approve any amendment, modification or waiver of any provision of
this Agreement; PROVIDED that such participation agreement may provide that such
Bank will not agree to any modification, amendment or waiver of this Agreement
described in clause (i), (ii) or (iii) of Section 9.5 which would directly
affect the Participant without the consent of the Participant. The Borrower
agrees that each Participant shall, to the extent provided in its participation
agreement, be entitled to the benefits of Article VIII with respect to its
participating interest. An assignment or other transfer which is not permitted
by subsection (c) or (d) below shall be given effect for purposes of this
Agreement only to the extent of a participating interest granted in accordance
with this subsection (b).

         (c)      Any Bank may at any time assign to one or more banks or other
institutions (each an "Assignee") all, or a proportionate part of all, of its
rights and obligations under this Agreement (including all or a portion of its
Commitment Percentage and Commitment and the same portion of the Loans at the
time owing to it, the Notes held by it and its participating interest in the
risk relating to any Letters of Credit) (provided that any such assignment shall
be of an amount not less than $5,000,000), and such Assignee shall assume such
rights and obligations, pursuant to an Assignment and Assumption Agreement in
substantially the form of EXHIBIT G hereto executed by such Assignee and such
transferor Bank, with (and subject to) the subscribed consent of the Agent and,
unless a Default or Event of Default shall have occurred and be continuing, the
Borrower, which consent by the Agent and the Borrower shall not be unreasonably
withheld; PROVIDED that if an Assignee is another Bank or is an affiliate of
such transferor Bank, no such consent shall be required; and PROVIDED FURTHER
that such assignment may, but need not, include rights of the transferor Bank in
respect of outstanding Money Market Loans. Upon execution and delivery of such
instrument and payment by such Assignee to such transferor Bank of an amount
equal to the purchase price agreed between such transferor Bank and such
Assignee, such Assignee shall be a Bank party to this Agreement and shall have
all the rights and obligations of a Bank with a Commitment as set forth in such
instrument of assumption, and the transferor Bank shall be released from its
obligations hereunder to a corresponding extent, and no further consent or
action by any party shall be required.

         Upon the consummation of any assignment pursuant to this subsection
(c), the transferor Bank, the Agent and the Borrower shall make appropriate
arrangements so that, if required, a new Note is issued to the Assignee. In
connection with any such assignment, the transferor Bank shall pay to the Agent
an administrative fee for processing such assignment in the amount of $3,500. If
the Assignee is not incorporated under the laws of the United States of America
or a state thereof, it shall deliver to the Borrower and the Agent certification
as to exemption from deduction or withholding of any United States federal
income taxes in accordance with Section 2.15.

<PAGE>
                                      -51-


         (d)      (i) At any time, the Borrower may request that the Total
Commitment be increased, provided that, without the prior written consent of the
Required Banks, (1) the Total Commitment shall at no time exceed $300,000,000
minus the aggregate amount of all reductions in the Total Commitment under this
Agreement previously made pursuant to Section 2.9 or 2.10; (2) the Borrower
shall not be entitled to make any such request more frequently than twice in
each 12-month period; and (3) each such request shall be in a minimum amount of
at least $25,000,000 and increments of $5,000,000 in excess thereof. Such
request shall be made in a written notice given to the Agent and the Banks by
the Borrower not fewer than ten (10) Domestic Business Days prior to the
proposed effective date of such increase, which notice (a "Commitment Increase
Notice") shall specify the amount of the proposed increase in the Total
Commitment and the proposed effective date of such increase. In the event of
such a Commitment Increase Notice, each of the Banks shall be given the
opportunity to participate in the requested increase ratably in proportion that
its Commitment bears to the Total Commitment under this Agreement, respectively.
No Bank shall have any obligation to increase its Commitment pursuant to a
Commitment Increase Notice. On or prior to a date that is five (5) Domestic
Business Days after receipt of the Commitment Increase Notice, each Bank shall
submit to the Agent a notice indicating the maximum amount by which it is
willing to increase its Commitment in connection with such Commitment Increase
Notice (any such notice to the Agent being herein a "Lender Increase Notice").
Any Bank which does not submit a Lender Increase Notice to the Agent prior to
the expiration of such five (5) Business Day period shall be deemed to have
denied any increase in its Commitment. In the event that the increases of
Commitments set forth in the Lender Increase Notices exceed the amount requested
by the Borrower in the Commitment Increase Notice, the Agent and the Arrangers
shall have the right, in consultation with the Borrower, to allocate the amount
of increases necessary to meet the Borrower's Commitment Increase Notice;
provided, no Bank shall be allocated an amount less than its pro rata share of
such increase based upon the proportion its Commitment bears to the Total
Commitment under this Agreement. In the event that the Lender Increase Notices
are less than the amount requested by the Borrower, no later than three (3)
Domestic Business Days prior to the proposed effect date the Borrower may notify
the Agent of any financial institution that shall have agreed to become a "Bank"
party hereto (an "Acceding Bank") in connection with the Commitment Increase
Notice. Any Acceding Bank shall be consented to by the Agent (which consent
shall not be unreasonably withheld). If the Borrower shall not have arranged any
Acceding Bank(s) to commit to the shortfall from the Lender Increase Notices,
then the Borrower shall be deemed to have reduced the amount of its Commitment
Increase Notice to the aggregate amount set forth in the Lender Increase
Notices. Based upon the Lender Increase Notices, any allocations made in
connection therewith and any notice regarding any Acceding Bank, if applicable,
the Agent shall notify the Borrower and the Banks on or before the Domestic
Business Day immediately prior to the proposed effective date of the amount of
each Bank's and Acceding Bank's Commitment (the "Effective Commitment Amount")
and the amount of the Total Commitment, which amounts shall be effective on the
following Domestic Business Day subject to the conditions set forth herein. Any
increase in the Total Commitment under this Agreement shall be subject to the
following conditions precedent: (i) as of the date of the Commitment Increase
Notice and as of the proposed effective date of the increase in the Total
Commitment under this Agreement, all representations and warranties shall be
true and correct in all material respects as though made on such date (unless
such representation and warranty is made as of a specific date, in which case,
such representation and warranty shall be true and


<PAGE>
                                      -52-


correct as of such date) and no event shall have occurred and then be continuing
which constitutes a Default or Event of Default under this Agreement; (ii) the
Borrower, the Agent and each Acceding Bank shall have agreed to provide a
"Commitment" in support of such increase in the Total Commitment under this
Agreement, shall have executed and delivered an "Instrument of Accession"
substantially in the form of EXHIBIT H hereto; (iii) counsel for the Borrower
shall have provided to the Agent supplemental opinions in form and substance
reasonably satisfactory to the Agent and (iv) the Borrower and the Acceding
Bank(s) shall otherwise have executed and delivered such other instruments and
documents as may be required under Article III or that the Agent shall have
reasonably requested in connection with such increase. Upon satisfaction of the
conditions precedent to any increase in the Total Commitment under this
Agreement, the Agent shall promptly advise the Borrower and each Bank of the
effective date of such increase. Upon the effective date of any increase the
Total Commitment under this Agreement that is supported by an Acceding Bank,
such Acceding Bank shall be a party to this Agreement as a Bank and shall have
the rights and obligations of a Bank hereunder. In addition, on the effective
date, the Agent shall replace the existing Schedule 1 attached hereto with the
revised Schedule 1 reflecting such new Total Commitment and each Bank's
Commitment. Nothing contained herein shall constitute, or otherwise be deemed to
be, a commitment on the part of any Bank to increase its Commitment hereunder.

         (ii)     For purposes of this clause (ii), (A) the term "Buying
Lender(s)" shall mean (1) each Bank the Effective Commitment Amount of which is
greater than its Commitment prior to the effective date of any increase in the
Total Commitment under this Agreement and (2) each Acceding Bank that is
allocated an Effective Commitment Amount in connection with any Commitment
Increase Notice and (B) the term "Selling Lender(s)" shall mean each Bank whose
Commitment under this Agreement is not being increased from that in effect prior
to such increase in the Total Commitment under this Agreement as the case may
be. Effective on the effective date of any increase in the Total Commitment
under this Agreement pursuant to clause (i) above, each Selling Lender hereby
sells, grants, assigns and conveys to each Buying Lender, without recourse,
warranty or representation of any kind, except as specifically provided herein,
an undivided percentage in such Selling Lender's right, title and interest in
and to its outstanding Committed Loans in the respective amounts and percentages
necessary so that, from and after such sale, each such Selling Lender's
outstanding Committed Loans shall equal such Selling Lender's pro rata share
(calculated based upon the Effective Commitment Amounts) of the outstanding
Committed Loans under this Agreement as applicable. Effective on the effective
date of any increase in the Total Commitment under this Agreement pursuant to
clause (i) above, each Buying Lender hereby purchases and accepts such grant,
assignment and conveyance from the Selling Lenders. Each Buying Lender hereby
agrees that its respective purchase price for the portion of the outstanding
Committed Loans purchased hereby shall equal the respective amount necessary so
that, from and after such payments, each Buying Lender's outstanding Committed
Loans shall equal such Buying Lender's pro rata share (calculated based upon the
Effective Commitment Amounts) of the outstanding Committed Loans under this
Agreement. Such amount shall be payable on the effective date of the increase in
the Total Commitment under this Agreement by wire transfer of immediately
available funds to the Agent. The Agent, in turn, shall wire transfer any such
funds received to the Selling Lenders, in same day funds, for the sole account
of the Selling Lenders. Each Selling Lender hereby represents and warrants to
each Buying Lender that such Selling Lender owns the


<PAGE>
                                      -53-


Committed Loans being sold and assigned hereby for its own account and has not
sold, transferred or encumbered any or all of its interests in such Committed
Loans, except for participations which will be extinguished upon payment to the
Selling Lender of any amount equal to the portion of the outstanding Committed
Loans being sold by such Selling Lender. Each Buying Lender hereby acknowledges
and agrees that, except for such Selling Lender's representations and warranties
contained in the foregoing sentence, each such Buying Lender has entered into
its Instrument of Accession with respect to such increase on the basis of its
own independent investigation and has not relied upon, and will not rely upon,
any explicit or implicit written or oral representation, warranty or other
statement of the Banks or the Agent concerning the authorization, execution,
legality, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or the other Loan Documents. The Borrower hereby agrees to
compensate each Selling Lender for all losses, expenses and liabilities incurred
by each Bank in connection with the sale and assignment of any Euro-Dollar
Borrowing hereunder on the terms and in the manner set forth in Section 2.13
hereof.

         (e)      Any Bank may at any time assign all or any portion of its
rights under this Agreement and its Note to a Federal Reserve Bank. No such
assignment shall release the transferor Bank from its obligations hereunder.

         (f)      No Assignee, Participant or other transferee of any Bank's
rights shall be entitled to receive any greater payment under Section 2.15 or
8.3 than such Bank would have been entitled to receive with respect to the
rights transferred, unless such transfer is made with the Borrower's prior
written consent or by reason of the provisions of Section 2.15, 8.2 or 8.3
requiring such Bank to designate a different Applicable Lending Office under
certain circumstances or at a time when the circumstances giving rise to such
greater payment did not exist.

         SECTION 9.7. COLLATERAL. Each of the Banks represents to the Agent and
each of the other Banks that it in good faith is not relying upon any Margin
Stock as collateral in the extension or maintenance of the credit provided for
in this Agreement.

         SECTION 9.8. GOVERNING LAW: SUBMISSION TO JURISDICTION. This Agreement
and each Note shall be governed by and construed in accordance with the laws of
the State of New York. The Borrower hereby submits to the nonexclusive
jurisdiction of the United States District Court for the Southern District of
New York and of any New York State court sitting in New York City for purposes
of all legal proceedings arising out of or relating to this Agreement or the
transactions contemplated hereby. The Borrower irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue of any such proceeding brought in such a court
and any claim that any such proceeding brought in such a court has been brought
in an inconvenient forum.

         SECTION 9.9. COUNTERPARTS: INTEGRATION. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement constitutes the entire agreement and understanding among the
parties hereto and supersedes any and all prior agreements and understandings,
oral or written, relating to the subject matter hereof.


<PAGE>
                                      -54-


         SECTION 9.10. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE AGENT AND
THE BANKS HEREBY IRREVOCABLY WAIVES 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.

         SECTION 9.11. SEVERABILITY. The provisions of this Agreement are
severable and if any one clause or provision hereof shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in
such jurisdiction, and shall not in any manner affect such clause or provision
in any other jurisdiction, or any other clause or provision of this Agreement in
any jurisdiction.





<PAGE>

                                      -55-


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



                                        CABOT CORPORATION



                                        By ____________________________________
                                           Name: Margaret J. Hanratty
                                           Title: Vice President and Treasurer

                                        2 Seaport Lane, Suite 1300
                                        Boston, MA 02210


                                        FLEET NATIONAL BANK, individually
                                          and as Agent


                                        By ___________________________________
                                           Name: Harvey H. Thayer, Jr.
                                           Title: Managing Director

                                        CITIBANK, N.A.


                                        By ___________________________________
                                        Name:
                                        Title:

                                        COMMERZBANK AG, NEW YORK BRANCH


                                        By ___________________________________
                                        Name:
                                        Title:

                                        WACHOVIA BANK, N.A.


                                        By ___________________________________
                                        Name:
                                        Title:


<PAGE>
                                      -56-



                                        THE INDUSTRIAL BANK OF JAPAN TRUST
                                          COMPANY


                                        By ___________________________________
                                        Name:
                                        Title:


                                        THE CHASE MANHATTAN BANK


                                        By ___________________________________
                                        Name:
                                        Title:


<PAGE>
                                      -57-



                                   Schedule 1

                               Banks; Commitments


<TABLE>
<CAPTION>
                                                      COMMITMENT      COMMITMENT
                 BANK                                   AMOUNT        PERCENTAGE
                 ----                                 ----------      ----------
<S>                                                  <C>                  <C>

Fleet National Bank                                  $ 70,000,000         28%
100 Federal Street
Boston, Massachusetts  02110

Citibank, N.A.                                       $ 50,000,000         20%
399 Park Avenue, 4th Floor, Zone 16
New York, New York  10043

Commerzbank AG                                       $ 40,000,000         16%
2 World Financial Center, 34th Floor
New York, New York  10281

Wachovia Bank, N.A.                                  $ 40,000,000         16%
One Boston Place, Suite 3005
New York, New York  10281

The Industrial Bank of Japan Trust Company           $ 25,000,000         10%
1251 Avenue of the Americas, 31st Floor
New York, New York  10020

The Chase Manhattan Bank                             $ 25,000,000         10%
270 Park Avenue, 38th Floor
New York, New York  10017

                        TOTAL                        $250,000,000        100%

</Table>